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					                                               Canon's Court
                                            22 Victoria Street
                                         Hamilton HM 12, Bermuda




          PLAN 2001 D'ACHAT D'ACTIONS D'ACCENTURE LTD RESERVE AUX SALARIES
                                    TEL QU'AMENDE

      PROGRAMME 2006 D'INVESTISSEMENT VOLONTAIRE EN ACTIONS D'ACCENTURE LTD
       DANS LE CADRE DU PLAN 2001 D'INTERESSEMENT EN ACTIONS D'ACCENTURE LTD

 Prospectus destiné aux salariés de certaines filiales de l'Espace Economique Européen (l'"EEE")
    d'Accenture Ltd sous réserve de l'application de la législation en vigueur dans chaque Etat

                   TRADUCTION EN FRANÇAIS DU RESUME DU PROSPECTUS
            VISE PAR L'AUTORITE DES MARCHES FINANCIERS LE 21 NOVEMBRE 2008




En application des articles L. 412-1 et L. 621-8 du Code monétaire et financier et de son règlement
général, notamment des articles 211-1 à 216-1, l'Autorité des marchés financiers a apposé le visa
n° 08-258 en date du 21 novembre 2008 sur le présent prospectus. Ce prospectus a été établi par
l'émetteur et engage la responsabilité de ses signataires. Le visa, conformément aux dispositions
de l'article L. 621-8-1 I du Code monétaire et financier, a été attribué après que l'AMF a vérifié si le
document est complet et compréhensible, et si les informations qu'il contient sont cohérentes. Il
n'implique ni approbation de l'opportunité de l'opération ni authentification des éléments
comptables et financiers présentés.

Ce prospectus sera mis à la disposition des salariés des filiales d'Accenture Ltd dans les pays de l'EEE
dans lesquels les offres dans le cadre des plans mentionnés ci-dessus sont considérées comme étant des
offres publiques, sous réserve de l'application de la législation en vigueur dans chaque Etat, aux sièges
sociaux respectifs des filiales. En outre, le prospectus ainsi que les traductions de son résumé, le cas
échéant, seront disponibles sur l'intranet d'Accenture Ltd et des exemplaires gratuits leur seront fournis sur
simple demande en contactant les départements de Ressources Humaines de leurs employeurs.




                                                    -1-
                                      RESUME DU PROSPECTUS

                                           AVERTISSEMENT

                     VISA N° 08-258 EN DATE DU 21 NOVEMBRE 2008 DE L'AMF




                                       Avertissement au lecteur :

Ce résumé doit être lu comme une introduction au prospectus. Toute décision d'investir dans les
instruments financiers qui font l'objet de l'opération doit être fondée sur un examen exhaustif du
prospectus. Les personnes qui ont présenté le résumé, y compris le cas échéant sa traduction, n'engagent
leur responsabilité civile que si le contenu du résumé est trompeur, inexact ou contradictoire par rapport
aux autres parties du prospectus.

Lorsqu'une action concernant l'information contenue dans le prospectus est intentée devant un tribunal,
l'investisseur plaignant peut, selon la législation nationale des Etats membres de la Communauté
européenne ou parties à l'accord sur l'Espace économique européen, avoir à supporter les frais de
traduction du prospectus avant le début de la procédure judiciaire.




                                                  -2-
                                                         TABLE DES MATIERES

                             Les chapitres A à C constituent le résumé du prospectus.



CHAPITRE A DESCRIPTION DU PLAN 2001 D'ACHAT D'ACTIONS D'ACCENTURE LTD
            RESERVE AUX SALARIES, ET DU PROGRAMME 2006 D'INVESTISSEMENT
            VOLONTAIRE EN ACTIONS D'ACCENTURE LTD DANS LE CADRE DU PLAN
            2001 D'INTERESSEMENT EN ACTIONS D'ACCENTURE LTD, AU BENEFICE
            DES SALARIES DE CERTAINES FILIALES SITUEES DANS L'ESPACE
            ECONOMIQUE EUROPEEN ...............................................................................................4

I.                  LE PLAN D'ACHAT D'ACTIONS (L'"ESPP")........................................................................4

II.                 LE PLAN D'INTERESSEMENT EN ACTIONS (LE "SIP") (INCLUANT LE
                    PROGRAMME D'INVESTISSEMENT VOLONTAIRE EN ACTIONS, "VEIP").....................5

CHAPITRE B ORGANISATION ET ACTIVITES CONCERNANT ACCENTURE LTD ...................................7

I.                  DESCRIPTION GENERALE D'ACCENTURE .....................................................................7

II.                 RENSEIGNEMENTS CONCERNANT LES CAPITAUX PROPRES D'ACCENTURE
                    LTD.......................................................................................................................................7

III.                FACTEURS DE RISQUE .....................................................................................................7

IV.                 EVOLUTIONS RECENTES..................................................................................................8

V.                  DOCUMENTS ACCESSIBLES AU PUBLIC ........................................................................8

CHAPITRE C INFORMATIONS FINANCIERES CONCERNANT ACCENTURE LTD ...................................9

I.                  INFORMATIONS FINANCIERES CONCERNANT ACCENTURE LTD POUR LES
                    TROIS EXERCICES CLOS LES 31 AOÛT 2008, 2007 ET 2006 ........................................9

II.                 CAPITAUX PROPRES ET ENDETTEMENT CONSOLIDES AU 31 AOUT 2008..............10

III.                DILUTION MAXIMUM ........................................................................................................11




                                                                         -3-
                                    CHAPITRE A
DESCRIPTION DU PLAN 2001 D'ACHAT D'ACTIONS D'ACCENTURE LTD RESERVE AUX SALARIES,
 ET DU PROGRAMME 2006 D'INVESTISSEMENT VOLONTAIRE EN ACTIONS D'ACCENTURE LTD
    DANS LE CADRE DU PLAN 2001 D'INTERESSEMENT EN ACTIONS D'ACCENTURE LTD,
AU BENEFICE DES SALARIES DE CERTAINES FILIALES SITUEES DANS L'ESPACE ECONOMIQUE
                                    EUROPEEN


Accenture Ltd ("Accenture" ou la "Société") offre à certains salariés d'Accenture et de ses filiales
participantes ("Filiales Participantes") dont certaines sont situées dans l'Espace économique européen, le
droit d'acheter ses actions ordinaires de Catégorie A ("Actions") dans le cadre du Plan d'achat d'actions
des salariés 2001 ("ESPP") et/ou le droit d'acheter ou de recevoir des Actions, des Actions faisant l'objet
de restrictions de transfert, des options sur actions ("Options"), des restricted share units ("RSU"), des
share appreciation rights et d'autres attributions basées sur des actions (ensemble, les "Attributions") dans
le cadre du Plan d'intéressement en actions 2001 ("SIP"). Dans le cadre du SIP, Accenture offre également
des Attributions (actuellement, des Actions, des Options et des RSU) selon les dispositions du Programme
d'investissement volontaire en actions ("VEIP").

Veuillez noter que la description de certaines dispositions de l'ESPP et du SIP (qui inclut le VEIP)
figurant au présent Chapitre A et au Chapitre D du prospectus constituent une version résumée,
que la lecture de ces résumés ne saurait se substituer à celle des plans dans leur intégralité et que
ces plans peuvent être modifiés à tout moment par le Conseil d'Administration de la Société
("Conseil") ou par le comité chargé de leur gestion.



I.     LE PLAN D'ACHAT D'ACTIONS (L'"ESPP")

Salariés Eligibles........... L'ESPP est proposé en principe aux salariés éligibles d'Accenture et de ses
                              Filiales Participantes ("Salariés Participants"). Actuellement, les cadres
                              dirigeants d'Accenture et ses filiales sont exclus de la participation à l'ESPP.

Périodes       et       dates Les Salariés Participants achètent avec décote des Actions pendant deux
d'achat............................ périodes d'achat de six mois ("Périodes d'Achat") lesquelles débutent
                                    actuellement le 2 mai et le 2 novembre ("Dates de Début") et expirent
                                    respectivement le 1er novembre et le 1er mai suivant.

                            Les Actions sont achetées le dernier jour ouvré de chaque Période d'Achat
                            ("Date d'Exercice").

Adhésion........................ Les salariés éligibles peuvent remplir un contrat d'adhésion ("Formulaire") du 15
                                 mars au 15 avril pour la première Période d'Achat et du 15 septembre au 15
                                 octobre pour la deuxième Période d'Achat.

                            Après leur adhésion, les Salariés Participants participent automatiquement aux
                            Périodes d'Achat ultérieures jusqu'à leur retrait volontaire ou involontaire.

                            A moins qu'un formulaire papier ne soit exigé par le droit applicable, le
                            Formulaire est transmis par voie électronique sur le site intranet d'Accenture
                            "myHoldings.accenture.com", ou à tout autre endroit désigné par Accenture à
                            cet effet, avant le début de la Période d'Achat concernée.

Déductions sur salaire.. Jusqu'à 10% du salaire d'un Salarié Participant pour chaque période de paye
                         peut être crédité sur un compte ("Compte") pour acquérir les Actions. Un Salarié
                         Participant peut modifier ce pourcentage à tout moment avec prise d'effet pour
                         la Période d'Achat suivante.

Limite de participation.. Actuellement, les Salariés Participants sont limités pour leurs achats au titre de
                          l'ESPP à un montant maximum de 7.500 USD par Période d'Achat.


                                                      -4-
Prix d'Achat ................... 85% de la Juste Valeur de Marché de l'Action à la Date d'Exercice ("Prix
                                 d'Achat"). "Juste Valeur de Marché" désigne la moyenne arithmétique du cours
                                 le plus haut et du cours le plus bas des Actions cotées sur le NYSE à la date
                                 d'achat considérée.

                            Les achats sont limités, par année civile donnant droit à participer à l'ESPP, à
                            un montant de 25.000 USD auquel s'applique la Juste Valeur de Marché des
                            Actions.

Jouissance..................... Les Salariés Participants possèdent tous les droits et privilèges d'un actionnaire
                                d'Accenture à la date de remise des Actions acquises en vertu de l'ESPP.
                                Toutefois, les Salariés Participants doivent attendre 24 mois à compter du début
                                de la Période d'Achat concernée avant de pouvoir transférer les Actions
                                acquises sur un autre compte.

                            Les droits en vertu de l'ESPP ne peuvent généralement pas être transmis par
                            les Salariés Participants.

Retrait............................. Volontaire : en totalité, et non partiellement, à tout moment jusqu'à deux
                                     semaines précédant une Date d'Exercice.

                            Involontaire : à la date de cessation du contrat de travail quel qu'en soit le motif,
                            y compris les cas de décès et retraite, le solde du Compte est versé au Salarié
                            Participant ou sa succession.


II.    LE PLAN D'INTERESSEMENT EN ACTIONS (LE "SIP") (INCLUANT LE PROGRAMME
       D'INVESTISSEMENT VOLONTAIRE EN ACTIONS ("VEIP"))

Salariés éligibles ........... Les Attributions en vertu du SIP peuvent être destinées, notamment, aux
                               salariés, administrateurs, consultants ou à toute personne exécutant des
                               prestations de service pour Accenture et ses filiales. Les Attributions sont
                               actuellement offertes en application du VEIP aux cadres supérieurs d'Accenture
                               et de ses filiales ("Participants VEIP").

Adhésion........................ Généralement, les Participants VEIP ont la possibilité d'adhérer au VEIP durant
                                 une période précédant chaque année civile (celle-ci, l'"Année VEIP") et ils
                                 participent ensuite automatiquement aux Années VEIP suivantes jusqu'à leur
                                 retrait volontaire ou involontaire.

Périodes et dates                   Généralement, sur une base mensuelle tout au long de l'Année VEIP, le
d'achat............................ cinquième jour du mois suivant celui donnant droit à une rémunération en
                                    espèces.

Déductions sur salaire.. Entre 1% et 30% de la rémunération mensuelle en espèces.

Limite de participation.. La limite de participation maximum est de 8% de la rémunération totale
                          prévisionnelle des cadres supérieurs. Le mois où cette limite de 8% est atteinte,
                          la participation individuelle d'un Participant VEIP est réduite sur une base pro
                          rata et les acquisitions pour cette Année VEIP s'arrêtent.

Prix d'Achat ................... Les Actions sont acquises à la Juste Valeur de Marché.

Jouissance..................... Les Participants VEIP possèdent tous les droits et privilèges d'un actionnaire
                                d'Accenture à la date de remise des Actions acquises en vertu du VEIP.

                            Les droits en vertu du VEIP ne peuvent généralement pas être transmis par les
                            Salariés Participants.



                                                      -5-
Attribution de RSU         Les Participants VEIP qui ne se sont pas retirés du VEIP à la fin de l'Année
Correspondantes .......... VEIP reçoivent le cinquième jour de l’année suivante ("Dernière Date d'Exercice
                           Mensuelle"), des RSU correspondant à 50% du nombre d'Actions (i) acquises
                           au titre du VEIP au cours de l’Année VEIP et (ii) qui n'ont pas été vendues ou
                           cédées avant la fin de cette Année VEIP ("RSU Correspondantes").

                            Les RSU représentent une promesse sans garantie de remettre des Actions à
                            une date ultérieure. Généralement, aucune somme d'argent n'est payée en
                            contrepartie de la remise des RSU ou des Actions sous-jacentes.

Acquisitions dues aux L'acquisition et la livraison des Actions sous-jacentes aux RSU interviennent
RSU Correspondantes.. généralement 24 mois après la date d’octroi des RSU Correspondantes, à
                      condition que le Participant VEIP soit demeuré salarié d’Accenture ou une
                      filiale. Si un Participant VEIP cesse d'être salarié d'Accenture ou d'une filiale
                      d'Accenture avant la Dernière Date d'Exercice Mensuelle, les conséquences
                      pour ses RSU Correspondantes ou ses Options Correspondantes dépendent de
                      la date et des motifs de la fin du contrat de travail.

Options                     Les RSU Correspondantes peuvent à titre alternatif prendre la forme d'Options
correspondantes ........... ("Options Correspondantes") dans un nombre restreint de pays.

Retrait............................. Volontaire : en totalité, et non partiellement, à tout moment pendant l'Année
                                     VEIP.

                            Involontaire : à la date de cessation du contrat de travail quel qu'en soit le motif,
                            y compris les cas de décès et retraite.

                            S'agissant d'un retrait volontaire ou involontaire, les éventuelles Actions
                            acquises avant la date de retrait sont conservées par le salarié et aucune RSU
                            Correspondante ou Option Correspondante ne peut être attribuée.




                                                      -6-
                                               CHAPITRE B
                                        ORGANISATION ET ACTIVITES
                                       CONCERNANT ACCENTURE LTD




I.         DESCRIPTION GENERALE D'ACCENTURE

Accenture est l'un des premiers groupes mondiaux de conseil dans le domaine du conseil en management,
des services technologiques et de l'externalisation. Il compte plus de 186.000 salariés ; des établissements
et des opérations dans plus de 200 villes dans 52 pays ; et un chiffre d'affaires hors frais refacturés de
23,39 milliards USD pour l'exercice 2008 (pour des informations complémentaires au sujet de l'activité
d'Accenture, voir l'Annexe IV au prospectus, notamment les pages 1 à 15).

L'objet principal d'Accenture (décrit complètement au paragraphe 6 de son "memorandum of continuance"
joint en Annexe VI au prospectus) est de réaliser une activité de société holding, de coordonner
l'administration, la stratégie, la direction et le contrôle de ses filiales et affiliés, et de fournir des services de
financement, de gestion et de conseil à ses filiales et affiliés.

Accenture est société exonérée d'impôt régie par la loi de 1981 sur les sociétés des Bermudes ayant son
siège social à Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermudes.

Les comptes consolidés d'Accenture sont audités par KPMG LLP au niveau mondial. Pour des
informations historiques sur les salariés d'Accenture, voir Chapitre D, Section C, paragraphe IX du
prospectus.


II.        RENSEIGNEMENTS CONCERNANT LES CAPITAUX PROPRES D'ACCENTURE LTD

Accenture a été autorisée à émettre 20.000.000.000 Actions d'une valeur nominale de 0,0000225 USD
chacune, 1.000.000.000 actions ordinaires de Catégorie X d'une valeur nominale de 0,0000225 USD
chacune, et 2.000.000.000 actions privilégiées d'une valeur nominale de 0,0000225 USD chacune.

Au 7 novembre 2008, 609.172.012 Actions ont été émises et étaient en circulation (sans compter
54.565.624 Actions émises, détenues par les filiales de la Société), et 114.959.149 actions ordinaires
Accenture de Catégorie X ont été émises et étaient en circulation. Aucune action privilégiée n'était émise
ou en circulation. Les droits et privilèges des actions privilégiées autorisées d'Accenture n'ont pas encore
été définis à ce jour.


III.       FACTEURS DE RISQUE

Il existe des facteurs de risque, incertitudes et autres facteurs qui pourraient avoir un effet défavorable sur
le résultat des activités d’Accenture, la situation financière et l’activité d’Accenture. Ces risques pourraient
être, notamment, de nature économique, fiscale, juridique, opérationnelle, politique et géographique (ou
une combinaison de plusieurs facteurs). Le résumé des risques ci-dessus n'est pas présenté avec
l'intention d'être exhaustif. Des informations complètes relatives à ces risques ainsi que d'autres risques
sont mentionnés aux pages 22 à 38 et 70-71 du Rapport Annuel déposé auprès de la SEC sur Formulaire
10-K pour l’exercice clos le 31 août 2008, joint en Annexe IV au prospectus.

Facteurs de risques supplémentaires :

En sus de ce qui précède, Accenture attire l'attention du lecteur sur ce qui suit :

       •   Les Actions sont cotées uniquement au New York Stock Exchange ("NYSE") et non pas sur un
           marché réglementé de l'Espace économique européen ("EEE").

       •   La présente offre, faite conformément au prospectus, ne s'adresse qu'aux salariés éligibles de
           certaines filiales d'Accenture de l'EEE.




                                                        -7-
IV.    EVOLUTIONS RECENTES

Le 24 septembre 2008, Accenture a voté un dividende en numéraire de 0,50 USD par Action Accenture, à
verser le 17 novembre 2008 à ses actionnaires enregistrés à la clôture de négociation le 10 octobre 2008.


V.     DOCUMENTS ACCESSIBLES AU PUBLIC

Le site web d'Accenture se trouve à l'adresse : www.accenture.com. L'accès gratuit aux rapports SEC
d'Accenture se fait par la section "investor relations" de son site internet (http://investor.accenture.com).




                                                    -8-
                                             CHAPITRE C
                        INFORMATIONS FINANCIERES CONCERNANT ACCENTURE LTD




I.         INFORMATIONS FINANCIERES CONCERNANT ACCENTURE LTD POUR LES TROIS
           EXERCICES CLOS LES 31 AOÛT 2008, 2007 ET 2006

Les états financiers consolidés d'Accenture présentés dans le présent prospectus ont été établis
conformément aux principes comptables généralement admis aux Etats-Unis d'Amérique (U.S. GAAP)
comme permis par l'Article 35(3) du Règlement (CE) n° 809/2004 du 29 avril 2004.

Les données financières d'Accenture, présentées ci-après, sont extraites des états financiers consolidés
historiques et doivent être lues conjointement avec les états financiers consolidés et leurs notes annexes.

Pour les bilans consolidés d'Accenture et de ses filiales aux 31 août 2008 et 2007, ainsi que les comptes
de résultat, les tableaux de flux de trésorerie et les tableaux de variation des capitaux propres consolidés
pour chacun des trois exercices de la période de trois ans se terminant le 31 août 2008, le lecteur est invité
à se reporter au rapport annuel d'Accenture sur Formulaire 10-K pour l'exercice clos le 31 août 2008,
déposé auprès de la SEC le 20 octobre 2008, joint en Annexe IV au prospectus.

Le prospectus incorpore par référence le bilan consolidé ainsi que les notes annexes y afférent d'Accenture
Ltd au 31 août 2006, ainsi que le rapport du cabinet d'audit indépendant sur les bilans consolidés
d'Accenture Ltd au 31 août 2007 et au 31 août 2006, ainsi que les comptes de résultat, les tableaux de flux
de trésorerie et les tableaux de variation des capitaux propres consolidés pour chacun des trois exercices
de la période de trois ans se terminant le 31 août 2007 tels que figurant dans le rapport annuel d'Accenture
sur Formulaire 10-K pour l'exercice clos le 31 août 2007 et déposé auprès de la SEC, et qui figurent sous
le titre 15 (item 15) de l'Annexe IV du prospectus d'Accenture visé par l'AMF le 12 décembre 2007, sous le
numéro de visa 07-475. Ce document est disponible sur le site Internet de l'AMF à l'adresse suivante :
www.amf-france.org. Il peut également être obtenu sans frais sur demande d'un salarié à Accenture.

                                                                                      Exercice clos le 31 août
                                                                          2008                  2007               2006(1)(2)
                                                                                         (en millions d'USD)
                 Données extraites du compte de résultat :
                 Chiffre d'affaires, hors frais refacturés                   23.387                19.696               16.646
                 Chiffre d'affaires                                          25.314                21.453               18.228
                 Résultat d'exploitation                                      3.012                 2.493                1.841
                 Résultat avant intérêts minoritaires                         2.197                 1.723                1.433
                 Résultat net                                                 1.692                 1.243                  973
__________________________

(1), (2)   Voir les notes (1) et (2) du tableau sous "Item 6. Selected Financial Data", page 45 du rapport annuel d'Accenture sur Formulaire 10-K
           pour l'exercice clos le 31 août 2008, joint en Annexe IV au prospectus.
                                                                                      Exercice clos le 31 août
                                                                          2008                  2007                  2006
                                                                                              (en USD)
                Résultat par action ordinaire de catégorie A :
                Avant dilution                                                    2,77                   2,06                1,65
                Après dilution                                                    2,65                   1,97                1,59
                Dividendes par action ordinaire                                   0,42                   0,35                0,30
                                                                                            Au 31 août
                                                                          2008                  2007                  2006
                                                                                         (en millions d'USD)
                Données du bilan :
                Disponibilités                                                 3.603                 3.314                3.067
                Total Actif                                                   12.399                10.747                9.497
                Dettes non courantes, nettes de la part à moins
                d’un an                                                              2                     3                 27
                Capitaux Propres                                                 2.541                 2.063              1.894




                                                                     -9-
II.    CAPITAUX PROPRES ET ENDETTEMENT CONSOLIDES AU 31 AOUT 2008

Capitaux propres et endettement (En milliers de dollars)
Total des dettes courantes
    Faisant l’objet de garanties
    Faisant l’objet de nantissements
    Sans garantie ni nantissement                                              $6.570

Total des dettes non courantes (hors part à moins d’un an)
    Faisant l’objet de garanties
    Faisant l’objet de nantissements
    Sans garantie ni nantissement                                              $1.708

Capitaux propres
   Capital social                                                            $819.595
   Réserves légales
   Autres réserves
Total                                                                        $819.595

Endettement net (En milliers de dollars)
A. et B. Trésorerie et équivalents de trésorerie                           $3.602.760
C. Valeurs mobilières de placement                                            $20.282
D. Liquidités (A) + (B) + (C)                                              $3.623.042

E. Créances financières courantes
F. Dettes bancaires courantes                                                  $4.884
G. Part à moins d’un an des dettes non courantes                               $1.686
H. Autres dettes financières courantes
I. Dettes financières courantes (F) + (G) + (H)                                $6.570

J. Endettement financier net courant (I) - (E) - (D)                      ($3.616.472)

K. Emprunts bancaires non courants
L. Obligations émises
M. Autres emprunts non courants                                                $1.708

N. Endettement financier net non courant (K) + (L) + (M)                       $1.708

O. Endettement financier net (J) + (N)                                    ($3.614.764)

S'agissant de l'information se rapportant à l'endettement indirect et éventuel, voir page 68
(Obligations and Commitments) et page F-42 (Note 16 Commitments and Contigencies) du Rapport
Annuel d'Accenture sur Formulaire 10-K pour l'exercice clos le 31 août 2008, joint en Annexe IV au
prospectus.




                                                   - 10 -
III.   DILUTION MAXIMUM

Sur la base des hypothèses mentionnées au Chapitre D, Section C, paragraphe II du prospectus, la
participation d'un titulaire d'Actions détenant actuellement 1% du nombre total d'Actions émises au 7
novembre 2008 (soit 6.091.720 Actions), lequel n'est ni un Salarié Participant ni un Participant VEIP,
serait diluée comme mentionné dans le tableau suivant :

                                              Pourcentage                    Nombre total des
                                             du nombre total                    Actions
                                               des Actions
Avant l'offre                                     1,00%                         609.172.012
(au 7 novembre 2008)
Après émission de 12.597.087                      0,98%                         621.769.099
Actions dans le cadre de l'ESPP
uniquement
Après émission de 8.537.026                       0,99%                         617.709.038
Actions dans le cadre du VEIP
uniquement
Après émission de 21.134.113                      0,97%                         630.306.125
Actions dans le cadre de l'ESPP et
du VEIP




                                                - 11 -
                                              Canon's Court
                                           22 Victoria Street
                                        Hamilton HM 12, Bermuda




            ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN, AS AMENDED

               ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM
               PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN

      Prospectus for the employees of certain European Economic Area ("EEA") subsidiaries
                 of Accenture Ltd subject to the laws applicable in each country




Pursuant to articles L.412-1 and L.621-8 of the Code Monétaire et Financier and its General
Regulation, in particular articles 211-1 to 216-1 thereof, the Autorité des marchés financiers has
attached visa number 08-258 dated November 21, 2008 onto this prospectus. This prospectus was
established by the issuer and incurs the responsibility of its signatories. The visa, pursuant to the
provisions of Article L.621-8-1-I of the Code Monétaire et Financier, was granted after the AMF has
verified that the document is complete and comprehensible, and that the information it contains is
consistent. The visa represents neither the approval of the worthiness of the operation nor the
authentication of the financial and accounting information presented.

This prospectus will be made available to employees of the EEA subsidiaries of Accenture Ltd based in
countries in which offerings under the plans listed above are considered public offerings, subject to the
laws applicable in each country, at the respective head offices of their employers. In addition, this
prospectus along with summary translations (as applicable) will be posted on Accenture Ltd's intranet, and
free copies will be available to the employees upon request by contacting the human resources
departments of their employers.

This prospectus incorporates by reference the consolidated balance sheet and related notes of Accenture
Ltd as of August 31, 2006, and the report of the independent registered public accounting firm with respect
to the consolidated balance sheets of Accenture Ltd as of August 31, 2007 and 2006, and the related
consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for
each of the years in the three-year period ended August 31, 2007, included in Accenture Ltd's Annual
Report (Form 10-K) for the year ended August 31, 2007, filed with the United States Securities and
Exchange Commission (the "SEC"), which are included in item 15 of Exhibit IV of the prospectus of
Accenture Ltd that received AMF visa n° 07-475 on December 12, 2007. This document is available on the
website of the AMF at www.amf-france.org, and it may be obtained free of charge upon an employee's
request.




                                                   -1-
                                              NOTE TO THE PROSPECTUS




This prospectus, which contains material information concerning Accenture Ltd, was established pursuant
to articles 211-1 to 216-1 of the AMF General Regulations. Pursuant to Article 25 of Commission
Regulation (EC) No 809/2004 of 29 April 2004 (the "Prospectus Regulation"), this prospectus consists of
the following parts in the following order:

(1)       a table of contents,

(2)       the summary provided for in Article 5(2) of Directive 2003/71/EC (Chapters A through C constitute
          the prospectus summary),

(3)       the risk factors linked to the issuer and the type of security covered by the issue, and

(4)       Annexes I and III of the Prospectus Regulation, which, by application of Articles 3, 4, and 6 of the
          Prospectus Regulation, are required for this offering of equity securities.

This prospectus contains in Chapter D supplemental information concerning Accenture Ltd, the
Accenture Ltd 2001 Employee Share Purchase Plan, as amended on September 4, 2001, and the
Accenture Ltd 2001 Share Incentive Plan, effective as of June 5, 2001 (including the Accenture Ltd 2006
Voluntary Equity Investment Program), as well as the following documents (Exhibits):

−         Accenture Ltd 2001 Employee Share Purchase Plan, as amended on September 4, 2001;

−         Accenture Ltd 2001 Share Incentive Plan, effective as of June 5, 2001;

−         Information Statement on Form DEF 14C filed by Accenture SCA with the SEC on October 16,
                1
          2008;

−         Annual Report on Form 10-K for the fiscal year ended August 31, 2008, filed by Accenture Ltd with
          the SEC on October 20, 2008;

−         Definitive Proxy Statement on Form DEF 14A, filed by Accenture Ltd with the SEC on
          December 28, 2007;

−         Memorandum of Continuance of Accenture Ltd, dated February 21, 2001; and

−         Form of Bye-laws of Accenture Ltd, effective as of February 7, 2008.




1
     This Information Statement on Schedule 14C, filed by Accenture SCA, a Luxembourg partnership limited by shares
    ("Accenture SCA"), provides certain information with respect to Accenture Ltd's Board of Directors and Executive Officers.
    See Chapter D, Section C, paragraph V, "Organizational Structure" below for further information on Accenture Ltd and its
    relationship with Accenture SCA.




                                                             -2-
                                                          TABLE OF CONTENTS

                             Chapters A through C constitute the prospectus summary.



CHAPTER A: DESCRIPTION OF THE ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE
            PLAN AND THE ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT
            PROGRAM PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE
            PLAN FOR THE EMPLOYEES OF CERTAIN EEA SUBSIDIARIES OF
            ACCENTURE LTD ...............................................................................................................8

        I.           THE EMPLOYEE SHARE PURCHASE PLAN ("ESPP") .....................................................8

        II.          THE SHARE INCENTIVE PLAN ("SIP") (INCLUDING THE VOLUNTARY EQUITY
                     INVESTMENT PROGRAM ("VEIP")) ...................................................................................9

CHAPTER B: ORGANIZATION AND ACTIVITIES OF ACCENTURE LTD..................................................11

        I.           GENERAL DESCRIPTION OF ACCENTURE ...................................................................11

        II.          GENERAL INFORMATION ABOUT ACCENTURE LTD'S SHARE CAPITAL ...................11

        III.         RISK FACTORS.................................................................................................................11

        IV.          RECENT DEVELOPMENTS ..............................................................................................11

        V.           DOCUMENTS ON DISPLAY..............................................................................................11

CHAPTER C: FINANCIAL INFORMATION CONCERNING ACCENTURE LTD..........................................12

        I.           FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE
                     FISCAL YEARS ENDED AUGUST 31, 2008, AUGUST 31, 2007, AND AUGUST
                     31, 2006 .............................................................................................................................12

        II.          STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF AUGUST 31,
                     2008 ...................................................................................................................................13

        III.         MAXIMUM DILUTION ........................................................................................................14

CHAPTER D: SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE LTD, THE ESPP,
            THE SIP (INCLUDING THE VEIP).....................................................................................16

        SECTION A – THE ESPP ..................................................................................................................16

        I.           THE OUTLINE....................................................................................................................16

        II.          ELIGIBILITY .......................................................................................................................17

        III.         DELIVERY AND TRANSFERABILITY OF THE SHARES .................................................18

        SECTION B – THE SHARE INCENTIVE PLAN .................................................................................19

        I.           THE OUTLINE....................................................................................................................19

        II.          ELIGIBILITY UNDER THE VEIP ........................................................................................21

        III.         DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP ..................22

        SECTION C – PROVISIONS COMMON TO THE ESPP AND THE SIP (INCLUDING THE
               VEIP) AND PROVISIONS RELATING TO ACCENTURE..................................................22

        I.           RIGHTS RELATED TO THE SHARES ..............................................................................22

        II.          MAXIMUM DILUTION ........................................................................................................26

        III.         NET PROCEEDS UNDER THE ESPP AND THE SIP (INCLUDING THE VEIP) ..............27

        IV.          WORKING CAPITAL STATEMENT ...................................................................................27


                                                                         -3-
      V.       ORGANIZATIONAL STRUCTURE ....................................................................................27

      VI.      BOARD OF DIRECTORS AS OF NOVEMBER 7, 2008 ....................................................28

      VII.     EXECUTIVE OFFICERS AS OF NOVEMBER 7, 2008 .....................................................28

      VIII.    CERTAIN   ADDITIONAL  INFORMATION         REGARDING                   ACCENTURE'S
               DIRECTORS AND EXECUTIVE OFFICERS .....................................................................28

      IX.      EMPLOYEES .....................................................................................................................29

      X.       ACCENTURE'S MAIN SHAREHOLDERS .........................................................................30

      XI.      PARTICULAR PROVISIONS OF ACCENTURE LTD'S BYE-LAWS .................................30

      XII.     TAX CONSEQUENCES.....................................................................................................30



                                                            EXHIBITS

 EXHIBIT I                ACCENTURE LIMITED 2001 EMPLOYEE SHARE PURCHASE PLAN, AS
                          AMENDED ON SEPTEMBER 4, 2001

 EXHIBIT II               ACCENTURE LIMITED 2001 SHARE INCENTIVE PLAN, AS OF JUNE 5, 2001

 EXHIBIT III              INFORMATION STATEMENT, FILED BY ACCENTURE SCA WITH THE SEC ON
                          OCTOBER 16, 2008

 EXHIBIT IV               ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
                          AUGUST 31, 2008, FILED BY ACCENTURE LTD WITH THE SEC ON
                          OCTOBER 20, 2008

 EXHIBIT V                DEFINITIVE PROXY STATEMENT, FILED BY ACCENTURE LTD WITH THE
                          SEC ON DECEMBER 28, 2007

 EXHIBIT VI               MEMORANDUM OF                       CONTINUANCE                 OF      ACCENTURE               LTD,       DATED
                          FEBRUARY 21, 2001

 EXHIBIT VII              FORM OF BYE-LAWS                         OF      ACCENTURE               LTD,       EFFECTIVE            AS      OF
                          FEBRUARY 7, 2008



                                                           ANNEXES

ANNEX I                   MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE REGISTRATION
                          DOCUMENT (SCHEDULE)

ANNEX III                 MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE SECURITIES
                          NOTE (SCHEDULE)




                                                                -4-
                          IMPORTANT INFORMATION ABOUT CERTAIN RESTRICTIONS

This prospectus is for use solely in connection with offerings under the employee share plans of
Accenture Ltd to certain employees of Accenture Ltd or its subsidiaries in certain jurisdictions
                 1
within the EEA. This prospectus is not to be distributed in any other jurisdiction and is not to be
used in connection with any offer of, or any invitation or solicitation by or on behalf of Accenture
Ltd or any of its affiliates to subscribe for or purchase, securities in any other jurisdiction. With
respect to offerings under the employee share plans of Accenture Ltd to eligible employees in the
U.S., Accenture Ltd has filed with the SEC a registration statement on Form S-8, pursuant to which
it will make available a separate prospectus to its U.S. employees.

This prospectus has not been submitted to the review or registration procedures of the SEC under
the Securities Act or otherwise, any state securities regulator in the U.S., the Australian Securities
and Investments Commission, the Australian Stock Exchange Limited, any other Australian
governmental agency, any regulatory authority in any Canadian territory or province, any Japanese
regulatory authority or any other regulatory authority outside of Europe. The offering of Accenture
Ltd Class A common shares under Accenture Ltd's employee share plans has not been approved
or recommended by any governmental securities regulator.

The distribution of this prospectus and the offer of Accenture Ltd Class A common shares under
Accenture Ltd's employee share plans may be restricted by law in certain jurisdictions. Accenture
Ltd requires persons into whose possession this prospectus comes to inform themselves about
and to observe any such restrictions. This prospectus does not constitute an offer to sell, or an
invitation to purchase, the Accenture Ltd Class A common shares in connection with Accenture
Ltd's employee share plans in any jurisdiction in which such offer or invitation would be unlawful.




1
    (These offerings constitute "offshore transactions" (as such term is defined in Rule 902 under the U.S. Securities Act of 1933,
    as amended (the "Securities Act")) and such employees are not U.S. persons (as such term is defined in Rule 902 under the
    Securities Act) and are not acquiring the securities for the account or benefit of any U.S. person.)




                                                               -5-
                         COMPANY REPRESENTATIVE FOR PROSPECTUS




1   I, Pamela J. Craig, Chief Financial Officer of Accenture Ltd, acting for and on behalf of Accenture
    Ltd, attest that:

2   to my knowledge, after having taken all reasonable measures for this purpose, the information
    contained in this prospectus is in accordance with the facts, and this prospectus makes no omission
    likely to affect its import; and

3   Accenture Ltd has obtained a letter from its independent registered public accounting firm, in which
    such firm acknowledges:

    (i)     the inclusion in this prospectus of its report dated October 20, 2008;

    (ii)    the incorporation by reference in this prospectus of its report dated October 22, 2007; and

    (iii)   that it has, in accordance with the professional standards and interpretations applicable to it,
            read the information pertaining to the financial position and financial statements contained in
            this prospectus and read the entire prospectus.

                                                            /S/ Pamela J. Craig


                                                     Pamela J. Craig
                                                     Chief Financial Officer of Accenture Ltd

                                                     New York, NY, U.S.A., November 21, 2008




                                                   -6-
                                NOTE TO THE PROSPECTUS SUMMARY




                                         PROSPECTUS SUMMARY

                  VISA NUMBER 08-258, DATED NOVEMBER 21, 2008, OF THE AMF




                                             Note to the reader:

This summary should be read as an introduction to this prospectus. Any decision to invest in the securities
described herein should be based on consideration of this prospectus as a whole by the investor. Civil
liability attaches to those persons who have presented the summary, including any translation thereof, but
only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the
prospectus.

Where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the Member States, have to bear the costs of translating the
prospectus before the legal proceedings are initiated.




                                                     -7-
                                     CHAPTER A:
        DESCRIPTION OF THE ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
          AND THE ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM
              PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN
           FOR THE EMPLOYEES OF CERTAIN EEA SUBSIDIARIES OF ACCENTURE LTD



Accenture Ltd ("Accenture" or the "Company") is offering certain employees of Accenture and its
participating subsidiaries (the "Participating Subsidiaries"), some of which are located in the EEA, the right
to purchase its Class A common shares (the "Shares") under the Accenture Ltd 2001 Employee Share
Purchase Plan (the "ESPP") and/or the right to purchase and receive Shares, restricted Shares, share
options ("Options"), restricted share units ("RSUs"), share appreciation rights and other share-based
awards (collectively, the "Awards") under the Accenture Ltd 2001 Share Incentive Plan (the "SIP"). Under
the SIP, Accenture also offers Awards (currently, Shares, Options and RSUs) pursuant to a Voluntary
Equity Investment Program (the "VEIP").

Note that the descriptions of the certain plan provisions of the ESPP and the SIP (including the
VEIP) in this Chapter A and Chapter D of the prospectus are executive summaries, that reading
these summaries should not be taken as a substitute for reading the respective plan documents in
their entirety and that these plans may be amended from time to time by the Company's Board of
Directors (the "Board") or the committee that administers these plans.

I.     THE EMPLOYEE SHARE PURCHASE PLAN ("ESPP")

Eligible Employees ....... The ESPP is generally offered to eligible employees of Accenture and its
                           Participating Subsidiaries ("Participating Employees").       Currently, senior
                           executives of Accenture and its affiliates are excluded from participating in the
                           ESPP.

Purchase Period and Participating Employees purchase Shares at a discount during successive six-
Dates of Purchase......... month periods (each, a "Purchase Period"), which currently commence on
                           May 2 and November 2 (each, a "Commencement Date") and expire on the
                           respective following November 1 and May 1.

                           Shares are purchased on the last regular business day of each Purchase Period
                           (each, a "Date of Exercise").

Enrollment ..................... Participating Employees may submit an enrollment agreement ("Form") from
                                 March 15 through April 15 for the first Purchase Period, and September 15
                                 through October 15 for the second Purchase Period.

                           Once enrolled, Participating Employees are automatically enrolled                in
                           subsequent Purchase Periods until their voluntary or involuntary withdrawal.

                           Unless applicable law requires a paper form, Participating Employees submit
                           the Form electronically through the "myHoldings.accenture.com" intranet site, or
                           to such other location designated by Accenture for this purpose, prior to the
                           commencement of the relevant Purchase Period.

Payroll Deductions........ Up to 10% of a Participating Employee's salary per pay period may be credited
                           to an account ("Account") to purchase the Shares. A Participating Employee
                           may change such percentage at any time and any such change becomes
                           effective for the subsequent Purchase Period.

Participation Limit......... Currently, Participating Employees are limited to a maximum amount of
                             USD 7,500 in ESPP purchases per Purchase Period.




                                                    -8-
Purchase Price .............. 85% of the Fair Market Value of a Share on the Date of Exercise (the "Purchase
                              Price"). "Fair Market Value" means the arithmetic mean of the highest and
                              lowest trading prices of Shares as quoted on NYSE on the applicable purchase
                              date.

                             Purchases are limited to USD 25,000 of the Fair Market Value of the Shares per
                             calendar year in which rights under the ESPP are outstanding

Rights ............................. Participating Employees possess all of the rights and privileges of a shareholder
                                     of Accenture at the time of the delivery of the Shares acquired under the ESPP.
                                     However, Participating Employees must wait 24 months from the beginning of
                                     the relevant Purchase Period before transferring any acquired Shares to
                                     another account.

                             Rights under the ESPP are generally not transferable by Participating
                             Employees.

Withdrawal ..................... Voluntary: in whole, but not in part, at any time up to two weeks before a Date of
                                 Exercise.

                             Involuntary: upon termination of employment for any reason whatsoever,
                             including, but not limited to, death or retirement, the balance in the Account is
                             paid to the Participating Employee or his/her estate.

II.     THE SHARE INCENTIVE PLAN ("SIP") (INCLUDING THE VOLUNTARY EQUITY INVESTMENT
        PROGRAM ("VEIP"))

Eligible Employees ....... Awards under the SIP may be offered to, inter alia, employees, directors,
                           consultants or any persons who perform services for Accenture and its affiliates.
                           Awards under the VEIP are currently offered to senior executives of Accenture
                           and its affiliates (the "VEIP Participants").

Enrollment ..................... Generally, VEIP Participants may enroll during a period before each calendar
                                 year (each year, a "VEIP Year"), and are thereafter automatically enrolled for
                                 subsequent VEIP Years until their voluntary or involuntary withdrawal.

Purchase Period and        Generally, on a monthly basis throughout the VEIP Year on the fifth day of each
Dates of Purchase......... month following the month in which the cash compensation is earned.

Payroll Deductions........ Between 1% and 30% of monthly cash compensation.

Participation Limit......... The maximum aggregate participation limit is 8% of total global senior executive
                             forecasted compensation. In the month that such 8% cap is reached, individual
                             participation by VEIP Participants is reduced on a pro rata basis and further
                             share purchases stop for such VEIP Year.

Purchase Price .............. Shares are purchased at Fair Market Value.

Rights ............................. VEIP Participants possess all of the rights and privileges of a shareholder of
                                     Accenture at the time of the delivery of the Shares acquired under the VEIP.

                             Rights under the VEIP are generally not transferable by VEIP Participants.

Award of Matching                   VEIP Participants who have not withdrawn prior to the end of the VEIP Year are
RSUs............................... awarded on the fifth day of the following year (the "Last Monthly Exercise Date")
                                    RSUs matching 50% of the number of Shares that are both (i) acquired under
                                    the VEIP during the VEIP Year, and (ii) not sold or transferred before the end of
                                    such VEIP Year (the "Matching RSUs").



                                                        -9-
                             RSUs represent an unsecured promise to deliver Shares pursuant to a vesting
                             schedule. No cash consideration is generally paid to receive RSUs or Shares
                             underlying RSUs.

Vesting of Matching                 Vesting and delivery of Shares underlying RSUs generally occurs 24 months
RSUs............................... from the granting of the Matching RSU, so long as the VEIP Participant remains
                                    an employee of Accenture or an affiliate. If a VEIP Participant ceases to be
                                    employed by Accenture or an affiliate after the Last Monthly Exercise Date, the
                                    consequences to his/her Matching RSUs or Matching Options depend on the
                                    reason and timing of the termination.

Matching Options                  The Matching RSUs may take the form of Options ("Matching Options") in a
Alternative...................... limited number of jurisdictions.

Withdrawal ..................... Voluntary: in whole, but not in part, at any time during the VEIP Year.

                             Involuntary: upon termination of employment for any reason whatsoever,
                             including, but not limited to, death or retirement.

                             For both voluntary and involuntary withdrawals, any Shares purchased prior to
                             such termination are retained by the employee and no Matching RSUs or
                             Matching Options shall be awarded.
                  [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]




                                                      - 10 -
                                            CHAPTER B:
                                     ORGANIZATION AND ACTIVITIES
                                         OF ACCENTURE LTD



I.         GENERAL DESCRIPTION OF ACCENTURE

Accenture is one of the world's leading management consulting, technology services and outsourcing
organizations, with more than 186,000 employees; offices and operations in more than 200 cities in
52 countries; and revenues before reimbursements of USD 23.39 billion for fiscal year 2008 (for further
information regarding Accenture's business, see Exhibit IV hereto, notably pages 1 to 15).

The principal objects of Accenture (further set out in paragraph 6 of its memorandum of continuance,
attached hereto as Exhibit VI) are to carry on business as a holding company, to coordinate the
administration, policies, management and control of its subsidiaries and affiliates and to provide financing,
management and advisory services to its subsidiaries and affiliates.

Accenture is an exempted company organized under the Companies Act 1981 of Bermuda, with its
registered offices at Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

Accenture's consolidated accounts are audited by KPMG LLP on a global basis. For historical information
on Accenture's employees, see Chapter D, Section C, paragraph IX, of the prospectus.

II.        GENERAL INFORMATION ABOUT ACCENTURE LTD'S SHARE CAPITAL

Accenture has an authorized share capital comprising 20,000,000,000 Shares, par value USD 0.0000225
per Share; 1,000,000,000 Class X common shares, par value USD 0.0000225 per share; and
2,000,000,000 preferred shares, par value USD 0.0000225 per share.

As of November 7, 2008, 609,172,012 Shares were issued and outstanding (such number does not include
54,565,624 issued Shares held by the Company's subsidiaries), and 114,959,149 Class X common shares
were issued and outstanding. No preferred shares were issued or outstanding. The rights and preferences
of Accenture's authorized preferred shares are currently undesignated.

III.       RISK FACTORS

There are certain risks, uncertainties and other factors that may have an adverse effect on Accenture's
results of operations, financial condition and business. Such risks may be, without limitation, economic,
tax, legal, operational, political or geographic in nature (or a combination of two or more of any such
factors). The foregoing summary of risks is not intended to be exhaustive. Further descriptions of these
and other risks are included on pages 22 ― 38 and 70 ― 71 of Accenture's Annual Report filed with the
SEC on Form 10-K for the period ended August 31, 2008, attached hereto as Exhibit IV.

Additional risk factors:

In addition to the above, Accenture draws the reader's attention to the following:

       •   The Shares are listed only on the New York Stock Exchange ("NYSE") and not on a regulated
           market of the European Economic Area ("EEA").

       •   The present offer pursuant to this prospectus is addressed solely to eligible employees of certain
           EEA subsidiaries of Accenture.

IV.        RECENT DEVELOPMENTS

On September 24, 2008, Accenture declared a cash dividend to be paid on November 17, 2008, of
USD 0.50 per share on the Shares for shareholders of record at the close of business on October 10, 2008.

V.         DOCUMENTS ON DISPLAY

Accenture's internet address is www.accenture.com. Accenture's SEC reports can be accessed free of
charge through the investor relations section of its website (http://investor.accenture.com).



                                                    - 11 -
                                         CHAPTER C:
                      FINANCIAL INFORMATION CONCERNING ACCENTURE LTD




I.     FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE FISCAL
       YEARS ENDED AUGUST 31, 2008, AUGUST 31, 2007, AND AUGUST 31, 2006

The consolidated financial statements of Accenture set out in this prospectus have been prepared in
accordance with generally accepted accounting principles in the United States of America (U.S. GAAP), as
authorized by Article 35(3) of the Prospectus Regulation.

The following selected financial data of Accenture has been derived from the historical consolidated
financial statements and should be read in conjunction with the consolidated financial statements and the
notes included therein.

For the consolidated balance sheets of Accenture and subsidiaries as of August 31, 2008 and 2007, and
the related consolidated statements of income, cash flows and shareholders' equity and comprehensive
income for each of the years in the three-year period ended August 31, 2008, the reader's attention is
directed to the Annual Report on Form 10-K of Accenture for the fiscal year ended August 31, 2008, filed
with the SEC on October 20, 2008, and attached hereto as Exhibit IV.

This prospectus incorporates by reference Accenture's consolidated balance sheet and related notes as of
August 31, 2006, and the report of the independent registered public accounting firm with respect to
Accenture's consolidated balance sheets as of August 31, 2007 and 2006, and the related consolidated
statements of income, shareholders’ equity and comprehensive income and cash flows for each of the
years in the three-year period ended August 31, 2007, included in Accenture's Annual Report (Form 10-K)
for the year ended August 31, 2007, filed with the SEC, which are included in item 15 of Exhibit IV of the
prospectus of Accenture that received AMF visa n° 07-475 on December 12, 2007. This document is
available on the website of the AMF at www.amf-france.org, and it may be obtained free of charge upon an
employee's request to Accenture.

                                                                            Year Ended August 31,
                                                               2008                  2007               2006(1)(2)
                                                                                 (in USD millions)
             Extracts from Income Statement Data:
             Revenues before reimbursements                      23,387                19,696                  16,646
             Revenues                                            25,314                21,453                  18,228
             Operating income                                     3,012                 2,493                   1,841
             Income before minority interest                      2,197                 1,723                   1,433
             Net income                                           1,692                 1,243                     973
              __________________________
                   (1), (2) See notes (1) and (2) to the table under "Item 6. Selected Financial Data", on page 45 of Accenture's Annual
                   Report on Form 10-K for the fiscal year ended August 31, 2008, attached hereto as Exhibit IV.

                                                                            Year Ended August 31,
                                                              2008                   2007               2006
                                                                                 (in USD)

               Earnings Per Class A Common Share:
               Basic                                                 2.77               2.06                   1.65
               Diluted                                               2.65               1.97                   1.59
               Dividends per common share                            0.42               0.35                   0.30
                                                                              As of August 31,
                                                              2008                  2007                2006
                                                                              (in USD millions)
               Balance Sheet Data:
               Cash and cash equivalents                          3,603                3,314                 3,067
               Total assets                                      12,399               10,747                 9,497
               Long-term debt, net of current portion                 2                    3                    27
               Shareholders' equity                               2,541                2,063                 1,894




                                                             - 12 -
II.    STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF AUGUST 31, 2008

Capitalization and Indebtedness (in thousands of USD)

Total Current debt
  Guaranteed
  Secured
  Unguaranteed / Unsecured                                                            $6,570

Total Non-Current debt (excluding current portion of long-term debt)
  Guaranteed
  Secured
  Unguaranteed / Unsecured                                                            $1,708

Shareholders' equity
  Share capital                                                                    $819,595
  Legal reserve
  Other reserves
Total                                                                              $819,595

Net Indebtedness (in thousands of USD)

A. Cash and B. Cash equivalents                                                   $3,602,760
C. Short-term investments                                                            $20,282
D. Liquidity (A) + (B) + (C)                                                      $3,623,042

E. Current Financial Receivable
F. Current bank debt                                                                  $4,884
G. Current portion of non current debt                                                $1,686
H. Other current financial debt
I. Current Financial Debt (F) + (G) + (H)                                             $6,570

J. Net Current Financial Indebtedness (I) - (E) - (D)                           ($3,616,472)

K. Non-current bank loans
L. Bonds issued
M. Other non-current loans                                                            $1,708

N. Non-current Financial Indebtedness (K) + (L) + (M)                                 $1,708

O. Net Financial Indebtedness (J) + (N)                                         ($3,614,764)

For information relating to Accenture's indirect and contingent indebtedness, see page 68 (Obligations and
Commitments) and page F-42 (Note 16 Commitments and Contingencies) of Accenture's Annual Report on
Form 10-K for the fiscal year ended August 31, 2008, attached hereto as Exhibit IV.




                                                  - 13 -
III.   MAXIMUM DILUTION

Based on the assumptions set forth in Chapter D, Section C, paragraph II of this prospectus, the holdings
of a holder of Shares currently holding 1% of the total outstanding Shares as of November 7, 2008
(i.e., 6,091,720 Shares), who is not a Participating Employee or a VEIP Participant, would be diluted as
indicated in the following table:

                                               Percentage of total              Total number of
                                               outstanding Shares              outstanding Shares
Before the offering (as of November 7,                1.00%                         609,172,012
2008)
After issuance of 12,597,087                          0.98%                         621,769,099
Shares solely under the ESPP
After issuance of 8,537,026                           0.99%                         617,709,038
Shares solely under the VEIP
After issuance of 21,134,113                          0.97%                         630,306,125
Shares under both the ESPP and VEIP

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                                                 - 14 -
          THE FOLLOWING INFORMATION IS NOT PART OF THE PROSPECTUS SUMMARY

                                              RISK FACTORS

See Exhibit IV (Annual Report on Form 10-K for the period ended August 31, 2008, filed by Accenture with
the SEC on October 20, 2008), pages 22 ― 38 and 70 ― 71.

Additional risk factors:

In addition to the above, Accenture draws the reader's attention to the following:

    •   The Shares are listed only on the NYSE and not on a regulated market of the EEA.

    •   The present offer pursuant to this prospectus is addressed solely to eligible employees of certain
        EEA subsidiaries of Accenture.


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                                                    - 15 -
                                      CHAPTER D:
                  SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE LTD,
                          THE ESPP, THE SIP (INCLUDING THE VEIP)



SECTION A – THE ESPP

I.     THE OUTLINE

1.1    Purpose of the ESPP

The purpose of the ESPP is to give eligible employees the ability to share in Accenture's potential future
success. Accenture expects that it will benefit from the added interest that such eligible employees will
have in Accenture's welfare as a result of their increased equity interest in Accenture.

Accenture's Board of Directors approved the adoption of the ESPP on June 5, 2001, as set out in the
Board's unanimous written resolutions on such date. Accenture's shareholders voted to adopt the ESPP at
a special general meeting on June 6, 2001. Unless otherwise defined below, the capitalized terms used
below have the same meanings as those ascribed to them in Chapter A of this prospectus.

1.2    Administration of the ESPP

The ESPP is administered by a committee (the "ESPP Committee") appointed by the Board.                    The
Compensation Committee of the Board currently serves as the ESPP Committee.

1.3    Shares Offered Under the ESPP

The maximum number of Shares offered for purchase or subscription under the ESPP is 75,000,000,
subject to the provisions relating to adjustments of such number in the event of certain fundamental
changes in the amount (or kind) of Shares. As of November 7, 2008, 18,699,935 Shares remain available
for purchase under the ESPP, representing approximately 3.1% of the approximately 609,172,012 Shares
(excluding Shares held by Accenture's subsidiaries) outstanding as of such date. Each Accenture Share
has a par value of USD 0.0000225.

For each Purchase Period (as defined in item 1.4 of this Section A), each Participating Employee has the
right to purchase Shares, with payroll deductions (to the extent permitted by applicable law) credited to an
account (the "Account") during each Purchase Period, at the Purchase Price specified in item 1.5 of this
Section A (subject to the limitations imposed by the ESPP). The ESPP Committee has determined that
only whole Shares are delivered in connection with any purchase and that the value of any fractional
Shares is paid to the Participating Employee in cash through payroll, after any applicable tax has been
deducted. Notwithstanding any other provision of the ESPP to the contrary, no Participating Employee in
the ESPP has the right to purchase Shares for any one calendar year under the ESPP or any other
employee share purchase plans of Accenture and its subsidiaries that exceed USD 25,000 of the Fair
Market Value of such Shares (determined at the time such right to purchase is granted). Moreover, as
established by the ESPP Committee, no Participating Employee may currently contribute to the ESPP
more than USD 7,500 during each Purchase Period.

In the event of any share dividend or split, reorganization, recapitalization, merger, consolidation,
amalgamation, spin-off or combination transaction or exchange of shares or other corporate exchange, or
any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to
the foregoing, the ESPP Committee, in its sole discretion and without liability to any person, may make
such substitution or adjustment, if any, as it deems equitable as to: (i) the number or kind of Shares or
other securities issued or reserved for issuance pursuant to the ESPP; (ii) the number or kind of Shares or
other securities subject to outstanding Options; (iii) the Purchase Price; and/or (iv) any other affected terms
of such Options.

1.4    Purchase Period

As established by the ESPP Committee, the ESPP is offered each calendar year and currently operates
with two six-month purchase periods per calendar year (the "Purchase Periods"). The Purchase Periods
currently commence on May 2 and November 2 (each such commencement date of a Purchase Period,
a "Commencement Date") and expire on the respective following November 1 and May 1. Generally, the


                                                    - 16 -
ESPP Committee or Board may modify any terms of the ESPP, including the number and duration of the
Purchase Periods and the dates of the Commencement Dates (e.g., the current Purchase Periods and
related terms could be modified to correspond to the calendar year). Shares are purchased on the last
regular business day of each Purchase Period (the "Date of Exercise").

Once enrolled in the ESPP, Participating Employees' participation in subsequent Purchase Periods takes
place automatically until the employee voluntarily or involuntarily withdraws from the ESPP or the ESPP is
terminated. Currently, a Participating Employee may withdraw from the ESPP during the first Purchase
Period by October 15 and during the second Purchase Period by April 15. Accenture may require
Participating Employees to complete a new Form at any time it deems necessary or desirable to facilitate
ESPP administration or for any other reason.

1.5    Purchase Price

As established by the ESPP Committee, the purchase price per Accenture Share has currently been set at
85% of the Fair Market Value of an Accenture Share on the Date of Exercise (the "Purchase Price"). "Fair
Market Value" means the arithmetic mean of the highest and lowest trading prices of Shares as quoted on
the NYSE on the applicable purchase date.

1.6    Purchase of Stock

As currently established by the ESPP Committee, each Participating Employee who is a participant in the
ESPP for the duration of a Purchase Period is deemed to have exercised his/her right to purchase Shares
on the Date of Exercise, and is deemed to have purchased from the Company the number of whole Shares
that his/her accumulated payroll deductions on such date pays for at the Purchase Price. The value of any
fractional Shares acquired is paid to Participating Employees in cash through payroll (less any applicable
taxes).

1.7    Term of the ESPP

The ESPP continues in effect until the earlier of: (a) June 6, 2011; (b) its termination by the Board; or
(c) the date on which all of the Shares reserved under the ESPP have been purchased.

1.8    Amendment or Discontinuance of the ESPP

The Board may amend, alter or discontinue the ESPP, provided that any such amendment, alteration or
discontinuation cannot be made (i) without Accenture shareholder approval if it were to increase the total
number of Shares reserved for the ESPP (except in the cases described in item 1.3 of this Section A), or
(ii) without Participating Employee consent if it were to impair any of the rights or obligations under any
rights granted to such Participating Employee under the ESPP. Notwithstanding the foregoing, the ESPP
Committee may amend the ESPP as it deems necessary to permit rights granted under the ESPP to meet
the requirements of the Code. Generally, the ESPP Committee or Board may modify any terms of the
ESPP, including the number and duration of the Purchase Periods and the dates of the Commencement
Dates or contribution/participation limits.

II.    ELIGIBILITY

2.1     Eligible Employees

As determined by the ESPP Committee, employees who are employed by any Participating Subsidiary
(including subsidiaries in the EEA) are eligible to participate in an offering under the ESPP, provided that
the ESPP Committee may, to the extent permitted by applicable law, exclude from participation employees:
(i) whose customary employment is twenty hours or less per week (within the meaning of
Section 423(b)(4)(B) of the Code)); (ii) whose customary term of employment is no longer than five months
in any calendar year (within the meaning of Section 423(b)(4)(C) of the Code); (iii) employees who, if
granted a purchase right pursuant to the ESPP, would immediately thereafter own (as determined pursuant
to Section 424(d) of the Code) Shares representing 5% or more of the total combined voting power or value
of all classes of shares of Accenture, its parent or subsidiary (as defined in Section 424(f) of the Code)
corporation (within the meaning of Section 423(b)(3) of the Code); and (iv) employees who are highly
compensated employees (within the meaning of Section 414(q) of the Code). Currently, senior executives
of Accenture and its affiliates are excluded from participating in the ESPP.




                                                  - 17 -
2.2     Participation of Eligible Employees

As established by the ESPP Committee, eligible employees who wish to participate in the ESPP must
complete an enrollment agreement (the "Form") during the designated enrollment period (the "ESPP
Enrollment Period"). Currently, the ESPP Enrollment Period takes place during the period beginning six
weeks prior to the Commencement Date and ending two weeks prior to the Commencement Date
(e.g., from March 15 through April 15 for the first Purchase Period and from September 15 through
October 15 for the second Purchase Period). Unless applicable law requires a paper form, the Form must
be submitted to Accenture electronically through Accenture's "myHoldings.Accenture.com" intranet site, or
to such other entity designated by Accenture for this purpose, at least two weeks prior to the
Commencement Date.

At the end of each Purchase Period, each Participating Employee who continues to be eligible to
participate in the ESPP is automatically re-enrolled in the next Purchase Period, unless the Participating
Employee has advised the Company otherwise or has transferred to an Accenture entity in another
country.

2.3     Payroll Deductions

Employees may authorize payroll deductions (to the extent permitted by applicable law) in an amount
between 1% and 10% (in whole percentages) of their compensation for participation in the ESPP, subject
to the currently defined contribution limit of USD 7,500 per Purchase Period. The Participating Employee
must specify in the Form the percentage from each pay period that he/she authorizes for deduction from
his/her compensation for the ESPP (to the extent permitted by applicable law). During a Purchase Period,
a Participating Employee may change the percentage of authorized deductions by directing Accenture at
the time and in the manner specified by the ESPP Committee. However, any such change will not be
effective until the subsequent Purchase Period.

All payroll deductions made for a Participating Employee are credited to his/her Account under the ESPP.
No interest is paid or credited to the Account of any Participating Employee with respect to such payroll
deductions (except to the extent required by applicable law).

Payroll deductions currently commence on the Commencement Date and continue through subsequent
Purchase Periods until the earlier of (i) the expiration of the term of the ESPP, or (ii) the Participating
Employee's termination of employment, early withdrawal from the ESPP or transfer to an Accenture entity
of another country. Payroll deductions are subject to modification by the Participating Employee as
described in this Section.

2.4     Discontinuance of Participation of Participating Employees

As established by the ESPP Committee, a Participating Employee may withdraw from the ESPP, in whole
but not in part, at any time until the fifteenth day of the month prior to the end of a Purchase Period through
the Enrollment Changes page of Accenture's "myHoldings.Accenture.com" intranet site (or using the
appropriate paper form if required by applicable law), in which event the Company refunds the entire
balance of his/her deductions as soon as practicable thereafter.

If a Participating Employee withdraws from the ESPP, he/she will not participate in a subsequent Purchase
Period unless and until he/she re-enrolls in the ESPP. To re-enroll in the ESPP, an eligible employee must
file a new Form. The eligible employee's re-enrollment will not become effective until the beginning of the
next Purchase Period.

The withdrawal of a Participating Employee from the ESPP as described in this Section is free of charge to
the Participating Employee.

2.5     Termination of Employment of Eligible Employees

Upon termination of employment for any reason whatsoever, including, but not limited to, death or
retirement, the balance in the Account of a Participating Employee is paid to the Participating Employee or
his/her estate.

III.   DELIVERY AND TRANSFERABILITY OF THE SHARES

Following the end of each Purchase Period, the number of Shares purchased by each Participating
Employee is deposited into an account established in the Participating Employee's name at the ESPP
broker, where the Participating Employee may hold or sell such acquired Shares. However, in order to

                                                    - 18 -
transfer such acquired Shares to another account, the Participating Employee must wait 24 months from
the beginning of the relevant Purchase Period.

Rights under the ESPP are not transferable by Participating Employees other than as provided by will or
the governing laws of descent and distribution.

SECTION B – THE SHARE INCENTIVE PLAN

I.     THE OUTLINE

1.1    Purpose of the SIP (including the VEIP)

The purpose of the SIP is to aid Accenture and its affiliates in recruiting, retaining and rewarding key
employees, directors, consultants or other persons of outstanding ability and to motivate such individuals
who perform services for Accenture or an Affiliate to exert their best efforts on behalf of Accenture and its
Affiliates by providing incentives through the granting of Awards. Accenture expects that it will benefit from
the added interest that such key employees, directors, consultants or other persons will have in the welfare
of Accenture as a result of their proprietary interest in Accenture's potential success.

Accenture's Board of Directors approved the adoption of the SIP on June 5, 2001, as set out in the Board's
unanimous written resolutions on such date. Accenture's shareholders voted to adopt the SIP at a special
general meeting on June 6, 2001. The VEIP is a program established under the terms and conditions of
the SIP to permit senior executives of Accenture and its affiliates to use a portion of their cash
compensation to purchase Shares. Capitalized terms not defined below have the meaning ascribed to
them in Chapter A of this prospectus.

1.2    Administration of the SIP (including the VEIP)

The SIP is primarily administered by a committee appointed by the Board (the "SIP Committee"). The
Compensation Committee of the Board currently serves as the SIP Committee. The VEIP is a program
operated under the terms and conditions of the SIP and administered by the SIP Committee.

1.3    Shares Offered Under the SIP (including the VEIP)

The maximum number of Shares offered for purchase or subscription under the SIP is 375,000,000,
subject to the provisions relating to adjustments of such number in the event of certain fundamental
changes in the amount (or kind) of Shares. As of November 7, 2008, there are approximately 137,156,286
Shares available for issuance under the SIP, representing approximately 22.5% of the approximately
609,172,012 Shares outstanding as of such date. Each Accenture Share has a par value of
USD 0.0000225.

In the event of any change in the outstanding Shares by reason of any Accenture Share dividend or split,
reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction
or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other
than regular cash dividends or any transaction similar to the foregoing, the SIP Committee in its sole
discretion and without liability to any person may make such substitution or adjustment, if any, as it deems
to be equitable to the number or kind of Shares or other securities issued or reserved for issuance pursuant
to the SIP or pursuant to outstanding Awards or to the terms of any outstanding Awards.

1.4    Awards Offered Under the SIP

Pursuant to the terms of the SIP, Accenture may offer Awards in the form of Options or RSUs that provide
employees, directors, consultants or any persons who perform services for Accenture and its affiliates
(collectively, the "Awardees") with a right to acquire Shares. Awards may also be made in the form of
Shares, restricted Shares, share appreciation rights and Other Share-Based Awards (as defined in the
SIP).

Unless otherwise determined by the SIP Committee, Awards are not transferable by the Awardee other
than as provided by will or the governing laws of descent and distribution.

The terms of any Award, including the number of Shares that may be offered and the price payable (if any)
by the Awardee for the Shares subject to an Award, are determined by the SIP Committee in its discretion.
With respect to Awardees who reside or work outside of the United States of America, the SIP Committee
may, in its sole discretion, amend the terms of the SIP or Awards with respect to such Awardees in order to



                                                   - 19 -
conform such terms with the provisions of applicable law, and the SIP Committee may, where appropriate,
establish one or more sub-plans to reflect such amended or varied provisions.

Options represent the right to purchase Shares at a date or dates in the future at a certain exercise price.
Once the Options vest (i.e., when the restrictions on exercise of the Options have lapsed), the Awardee
may exercise the Options to purchase Shares. At the time of exercise, the Awardee must pay the exercise
price in a manner approved by the SIP Committee. Unvested Options are generally forfeited upon
termination of employment. Vested Options are generally exercisable for only a limited time after
termination of employment.

RSUs represent an unsecured promise to deliver Shares to Awardees at a later time. The SIP Committee
determines the terms of a particular RSU agreement, including, without limitation, the vesting schedule
(i.e., the imposition of a restriction that lapses over a period of time) of the RSUs, along with the related
number of shares and their terms of delivery. Generally, if an Awardee remains continuously employed by
Accenture or an affiliate of Accenture until the relevant vesting date, the RSUs vest and Shares are
automatically delivered to the Awardee pursuant to a delivery schedule. The Awardee does not generally
pay any cash consideration to receive the RSUs or the Shares. If the Awardee's employment terminates
before the RSUs are fully vested, any unvested portion of the RSU is generally forfeited and canceled.
Treatment of any vested portion of the RSU depends upon the specific terms of the relevant RSU
agreement and may depend on the reason for the termination.

1.5    Specific Terms of Awards Offered Under the VEIP

       (a)       VEIP Rights to Acquire Shares

Eligible Awardees who choose to participate in the VEIP (the "VEIP Participants") are given the right to
purchase Shares during the calendar year (the "VEIP Year") following their enrollment in the VEIP. As
established by the SIP Committee, VEIP Participants use a percentage of their eligible cash compensation
to purchase Shares on the fifth day of each month following the month in which the cash compensation is
earned (the "Monthly Exercise Date"). Accordingly, the first Monthly Exercise Date of a VEIP Year
currently is February 5 and the last Monthly Exercise Date of a VEIP Year currently is January 5 of the
following calendar year (the "Last Monthly Exercise Date").

       (b)       Exercise Price of VEIP Rights to Acquire Shares

The price at which Shares are acquired on each Monthly Exercise Date is the Fair Market Value of the
Shares on such date. Only whole Shares are purchased. Any amounts of Monthly Contributions
representing fractional Shares entitlements are carried over from one month to the next, with any fractional
amounts remaining at the end of the VEIP Year being refunded to the VEIP Participant in cash after the
Last Monthly Exercise Date.

       (c)       Matching RSUs

All VEIP Participants who on the Last Monthly Exercise Date remain employed by Accenture or an affiliate
of Accenture and who have not withdrawn from the VEIP are granted a matching Award in the form of
RSUs (the "Matching RSUs") on the Last Monthly Exercise Date.

Matching RSUs represent an unsecured promise to deliver Shares equal in number to 50% of the number
of Shares (rounded down to the nearest whole Accenture Share) acquired by the VEIP Participant pursuant
to the VEIP during the preceding calendar year and which the VEIP Participant has not sold or transferred
prior to the Last Monthly Exercise Date.

       (d)       Vesting of Matching RSUs

The Matching RSUs are subject to a 24-month vesting period that begins on the Last Monthly Exercise
Date (the "RSU Vesting Period"). If a VEIP Participant remains an employee of Accenture or an affiliate of
Accenture at the end of the RSU Vesting Period, the Shares subject to the Matching RSUs will be delivered
to the VEIP Participant as soon as practicable following the end of the RSU Vesting Period, unless an
additional voluntary deferral period has been elected (as permitted by applicable law).

       (e)       Matching Options Alternative

In a limited number of jurisdictions where it is deemed beneficial to do so, the Matching Award may take
the form of Options (the "Matching Options"). If the VEIP Participant remains an employee of Accenture or



                                                   - 20 -
an affiliate of Accenture, his/her Matching Options will be exercisable at the end of the RSU Vesting Period
at the prescribed nominal exercise price.

1.6    Amendment or Discontinuance of the SIP (including the VEIP)

The Board may amend, alter or discontinue the SIP (including the VEIP), provided that any such
amendment, alteration or discontinuation shall not be made (i) without Accenture's shareholders' approval if
it were to increase the total number of Shares reserved for the SIP (currently 375,000,000), except in the
cases described in item 1.3 of Section B of this Chapter D, or (ii) without the VEIP Participants consent if it
were to impair any of the rights or obligations under any rights granted to such VEIP Participant under the
SIP. However, the SIP Committee may amend the SIP (including the VEIP) as it deems necessary to
permit Awards to meet the requirements of the Code or other applicable laws.

II.    ELIGIBILITY UNDER THE VEIP

2.1     Eligible Employees

Currently, VEIP Participants that are senior executives at levels one through four of Accenture or any of its
eligible affiliates may participate in the VEIP to the extent legally permissible and practical. Such
employees who transfer internationally within Accenture or any of its affiliates may continue their
participation, subject to administrative and legal feasibility.

2.2     Participation of VEIP Participants

VEIP Participants currently have the opportunity to decide whether to participate during an annual
enrollment period that precedes a VEIP Year. At the end of each VEIP Year in which the VEIP is offered,
each VEIP Participant who continues to be eligible to participate in the VEIP will be automatically re-
enrolled for the following VEIP Year, unless the VEIP Participant has advised the Company otherwise.

2.3     Payroll Deductions

Under the VEIP, VEIP Participants are currently given the right to purchase Shares at Fair Market Value on
a monthly basis with (usually) monthly payroll deductions (as permitted by applicable law) (the "Monthly
Contribution") during the VEIP Year. VEIP Participants can choose a Monthly Contribution of between 1%
and 30% (in whole percentages) of their cash compensation paid each month. The percentage chosen is
based on a VEIP Participant's pre-tax cash compensation, but the Monthly Contribution itself is an after-tax
amount. Once chosen, a VEIP Participant cannot change the amount of the Monthly Contribution for the
remainder of the VEIP Year.

The maximum annual aggregate participation is currently limited to 8% of the total global senior executive
forecasted cash compensation. In the month such 8% cap is reached, individual participation by VEIP
Participants is reduced on a pro rata basis and further share purchases stop for this VEIP Year if the VEIP
is over-subscribed and such 8% cap is reached.

2.4     Discontinuance of Participation of VEIP Participants

A VEIP Participant may decide not to exercise his/her right to purchase Shares under the VEIP during the
VEIP Year and, by doing so, withdraw from the VEIP. The consequences of such withdrawal from the
VEIP program to the employee are the same as if he/she had voluntarily terminated his/her employment at
Accenture (as described in item 2.5 of this Section B).

2.5     Termination of Employment of VEIP Participants

If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture before the Last
Monthly Exercise Date, any Monthly Contribution that has not been used to purchase Shares is returned to
the VEIP Participant and his/her participation in the VEIP will be withdrawn immediately.

If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture after the Last Monthly
Exercise Date, the consequences for his/her Matching RSUs or Matching Options depend on the reason
for and timing of the VEIP Participant's termination of employment, which are reviewed in the following four
paragraphs.

If a VEIP Participant ceases employment by reason of death or disability, all unvested Matching RSUs or
unvested Matching Options vest immediately. In the case of Matching RSUs, the underlying Shares are



                                                    - 21 -
delivered as soon as reasonably practicable following vesting. Vested Matching Options may be exercised
at any time until they expire (i.e., currently ten years after the Last Monthly Exercise Date).

If a VEIP Participant ceases employment by reason of voluntary termination, he/she forfeits all unvested
Matching RSUs and unvested Matching Options. However, the date on which the Shares underlying
vested Matching RSUs are delivered will not change from the schedule prescribed by the applicable RSU
agreement. Vested Matching Options remain exercisable for 90 days following the date of termination of
employment and then expire, except where a VEIP Participant's employment terminates by reason of
retirement, in which case vested Matching Options may be exercised at any time until they expire
(i.e., currently ten years after the Last Monthly Exercise Date).

If a VEIP Participant ceases employment by reason of involuntary termination within 12 months of the Last
Monthly Exercise Date, 50% of the Matching RSUs or Matching Options will vest at the date of termination
of employment and the remainder will be forfeited. If the VEIP Participant's employment terminates
12 months or later from the Last Monthly Exercise Date, 100% of the Matching RSUs or Matching Options
vest on termination of employment. The date on which the underlying Shares to which vested Matching
RSUs relate are delivered does not change. Vested Matching Options remain exercisable for 180 days
following the date of termination of employment and then expire.

If the employment of a VEIP Participant is terminated or otherwise ceases for cause, he/she forfeits all
Matching RSUs and Matching Options. In addition, Shares delivered pursuant to Matching RSUs and
Matching Options are retracted if permitted by applicable law.

Regardless of the reason for a VEIP Participant's cessation of employment, if he/she ceases employment
before a Matching RSU or a Matching Option has been granted, no grant of a Matching RSU or a Matching
Option is made.

III.   DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP

Currently, delivery of Shares underlying RSUs or Options occurs 24 months from the granting of the
Matching RSU or Matching Option (i.e., currently 24 months from January 5), unless an additional voluntary
deferral period is elected (as permitted by applicable law).

Rights under the VEIP are not transferable by VEIP Participants other than as provided by will or the
governing laws of descent and distribution.

SECTION C – PROVISIONS COMMON TO THE ESPP AND THE SIP (INCLUDING THE VEIP) AND
         PROVISIONS RELATING TO ACCENTURE

I.     RIGHTS RELATED TO THE SHARES

1.1    Type and the Class of the Securities Being Offered, Including the Security Identification
       Code

Accenture has an authorized share capital comprising 20,000,000,000 Class A common shares, par value
USD 0.0000225 per share; 1,000,000,000 Class X common shares, par value USD 0.0000225 per share;
and 2,000,000,000 preferred shares, par value USD 0.0000225 per share. As of November 7, 2008,
609,172,012 Class A common shares were issued and outstanding (which number does not include
54,565,624 issued Class A common shares held by the Company's subsidiaries); and 114,959,149 Class X
common shares were issued and outstanding. No preferred shares were issued or outstanding.

The Shares are listed on NYSE under the symbol "ACN".            The CUSIP number for the Shares is
G1150G111.

1.2    Legislation Under Which the Securities Have Been Created

The Shares were created under the Companies Act 1981 of Bermuda. Subject to the terms of awards of
Shares under and pursuant to the ESPP and the SIP (including the VEIP), the rights and restrictions
attaching to the Shares are governed by Accenture's Bye-laws and the laws of Bermuda.

1.3    Form of Securities, Name and Address of the Entity in Charge of Keeping the Records

Shares are issued in registered form. In general, Shares may be held by shareholders in their own names
or in the names of brokers or other nominees (commonly known as in "street name"). The Company's



                                                 - 22 -
transfer agents and registrars are Appleby Management Ltd in Bermuda and National City Bank in the
United States.
National City Bank can be contacted through the web at shareholder.inquiries@nationalcity.com by
telephone at 001-800-622-6757 or by mail at: National City Bank, Dept. 5352, Corporate Trust Operations,
P.O. Box 92301.
The Company's designated ESPP broker for all relevant EEA Accenture employees participating in this
offer (except for any such employees in Portugal) is currently Smith Barney.] In Portugal, the Company's
designated ESPP broker is Banco de Investimento Global S.A. The addresses and telephone numbers of
Smith Barney and Banco de Investimento Global S.A., respectively are:

Smith Barney
388 Greenwhich Street
18F New York, NY 10013
U.S.A.

Telephone: +1-212-615-7955]

Banco de Investimento Global S.A.
Raça Duque de Saldaña
N°1, 8° - 1050
Lisboa
Portugal

Telephone (of contact – Sonia Vilica): +351 213 305 512

Participating Employees are informed of the number of Shares purchased via periodic statements.
Participating Employees are not charged broker fees when Shares are purchased under the ESPP.
The Company's designated VEIP broker for all relevant EEA Accenture employees participating in the VEIP
offer is currently UBS Financial Services ("UBS"). The address and telephone number of UBS is:

UBS Financial Services
Corporate Employee Financial Services
P.O. Box 830 Weehawker, NJ 07086-0830
U.S.A.

Telephone: +1-201-272-7563

VEIP Participants are informed of the number of Shares purchased via periodic statements.             VEIP
Participants are not charged broker fees when Shares are purchased under the VEIP.
The SEC imposes a fee on the transfer of shares. This fee is paid to the SEC at the time of sale and is
required for all equity trades. Upon selling the Shares, the Participating Employee/VEIP Participant will be
charged a fee currently equal to USD 0.0000093 multiplied by the total principal amount of the sale
proceeds. The SEC has adjusted this fee on an annual and/or semi-annual basis. Information on the
SEC's transfer fee rates may be found on its website (www.sec.gov).

1.4    Currency of the Securities Issue

United States Dollar.

1.5    Rights Attached to the Securities

The rights attaching to the Shares and Class X common shares can be varied with the consent in writing of
the holders of not less than 50% of the issued shares of the relevant class or with the sanction of a
resolution passed at a separate class meeting of holders of shares of that class approved by not less than
50% of the votes cast. Dissenters' rights apply under Bermuda law in respect of share right variations,
under which the holders of not less than 10% of the issued shares of the relevant class may apply to the
court in Bermuda to have the variation cancelled.

There are no provisions under Bermuda law or the Bye-laws of Accenture requiring shareholder ownership
or certain levels of shareholder ownership to be disclosed in Bermuda.




                                                  - 23 -
No Participating Employee or Awardee shall have any voting, dividend, or other shareholder rights with
respect to any Shares offered under the ESPP or the SIP (including the VEIP) until the Shares have been
purchased and registered in the name of the Participating Employee or Awardee (or his or her nominee).

Following such purchase and registration, the Participating Employee or Awardee (or his or her nominee)
shall be entitled to the rights attached to the Shares, as further described below:

Dividend Rights. Accenture's Board may from time to time make distributions to its shareholders subject
to Accenture's Bye-laws and the limitation set out in section 54 of the Companies Act 1981 of Bermuda, as
summarized below.

No distribution may be made if there are reasonable grounds for believing that, at the relevant time:

(a)    Accenture is, or would after the payment be, unable to pay its liabilities as they become due; or

(b)    the realizable value of Accenture's assets would, as a result of the distribution, be less than the
       aggregate of its liabilities and its issued share capital and share premium accounts.

Each Accenture Share is entitled to a pro rata part of any dividend declared by the Board, subject to any
preferred dividend rights of any preferred shares then outstanding. There currently are no outstanding
preferred shares. Class X common shares are not entitled to dividends.

There are no fixed dates upon which entitlements to dividends arise under the rights attaching to the
Shares. Any dividend or distribution entitlement which is unclaimed for a period of six years from the date
on which it became payable is forfeited and reverts to Accenture. The amount of any dividend declared in
respect of the Shares is in the discretion of the Accenture Board and there is no fixed or prescribed basis
for calculation of dividends on Shares or the timing of the declaration or payment of dividends on Shares.
There are no cumulative rights in respect of dividends on Shares. The Shares do not represent any fixed
right of the shareholder to participate in the profits of Accenture.

Right to Receive Liquidation Distributions. Except as otherwise provided in accordance with
Accenture's Bye-laws, on a winding-up of Accenture, each Accenture Share would be entitled to be paid a
pro rata part of the value of Accenture's assets remaining after payment of Accenture's liabilities, subject to
any preferred rights on liquidation of any preferred shares. Accenture's Class X common shares would not
be entitled to be paid any amount upon a winding-up of Accenture.

Dilution. Accenture's Board has authority to issue authorized but unissued Shares, Class X common
shares or preferred shares, without further vote or action by Accenture's shareholders, up to the maximum
number authorized in each share class. The Board has power to determine the rights and restrictions and
preferences to attach to the preference shares

Any preference shares issued by the Board could rank in priority to the Shares with respect to dividends,
voting rights and liquidation rights.

Preemptive, Redemption or Conversion Provisions. Holders of Shares and Class X common shares do
not have pre-emptive rights.

Shares are not redeemable, although such shares may from time to time be repurchased by agreement
between Accenture and the relevant shareholder.

Accenture may, at its option, redeem at any time any Class X common share for a redemption price equal
to the par value of such Class X common share, or USD 0.0000225 per share. Accenture has separately
agreed not to redeem any Class X common share of a holder if the redemption would reduce the number of
Class X common shares held by that holder to a number that is less than the number of Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by that holder, as
the case may be.

Shares and Accenture Class X common shares are not convertible.

Transfer. Shares are, subject to certain restrictions on transfer applicable to some employee and ex-
employee shareholders, transferable by their holders. Class X common shares are transferable by their
holders only with consent of Accenture.

There is no takeover control legislation in Bermuda applicable to Accenture or any provisions in the Bye-
laws of Accenture limiting the ability of a shareholder to acquire control of the Company.


                                                    - 24 -
Voting Rights. Holders of Shares and Class X common shares are entitled to one vote for each share
held and vote together as a single class on all matters submitted to a vote of shareholders, except for those
matters for which a class vote is required under Bermuda law, where a separate vote of the shareholders of
the affected class only is required.

Under Bermuda law, and except as otherwise provided in the Companies Act 1981 of Bermuda or
Accenture's Bye-laws, questions brought before a general meeting of shareholders are decided by a
majority vote of the shareholders present in person or by proxy at the meeting and entitled to vote.
Accenture's Bye-laws provide that, subject to the provisions of the Companies Act 1981 of Bermuda, any
question proposed for the consideration of the shareholders will be decided by a simple majority of the
votes cast (except in the case of amendments to certain provisions of Accenture's Bye-laws, such as those
relating to amalgamations, discontinuances, asset sales and the appointment and resignation of directors,
where an 80% majority may be required if such amendments are not approved by the Board).

Meetings. The annual general meeting of the shareholders of Accenture for the election of directors and
for the transaction of such other business as properly may be submitted to such annual meeting, shall be
held at the time and place designated by the Board, and must be called by at least 30 clear days' notice.

Bermuda law provides that a special general meeting may be called by Accenture's Board, and must be
called upon the request of shareholders holding not less than 10% of the aggregate outstanding Shares
and Class X common shares. A special general meeting must be called by at least 10 clear days' notice.

Shareholder Proposals. Under Bermuda law, shareholders who collectively hold at least 5% of the total
voting rights of Accenture's aggregate outstanding Shares and Accenture's Class X common shares, or
any group comprised of at least 100 or more registered shareholders, may, subject to certain conditions,
require a proposal to be submitted to an annual general meeting of shareholders.

Quorum. At any meeting of the shareholders, and except as otherwise provided by the Companies Acts or
the Bye-Laws, two shareholders present in person or by proxy and having the right to attend and vote at
the meeting and holding shares representing more than 50 per cent of the votes that may be cast by all
shareholders at the relevant time shall constitute a quorum.

Directors. Subject to certain limitations, all powers of management of Accenture are under the control of
Accenture's Board. The Board may delegate any powers of management to its officers. Accenture's
Bye-laws divide Accenture's Board into three classes, with members of each class being elected for three-
year terms. Accenture's Board determines the number of directors to serve from time to time, which must
be not less than 8 and not more than 15.

The election of Accenture's directors is determined by a majority of the votes cast at the general meeting at
which the relevant class of directors are elected. Accenture's shareholders do not have cumulative voting
rights. Accordingly, the holders of a majority of the voting rights attaching to Accenture's common shares
will, as a practical matter, be entitled to control the election of all directors.

Accenture's Board may fill a vacancy resulting from the resignation or termination of office of any director
until the next annual general meeting.

A director may be removed by a 66⅔% majority vote of certain employee shareholders where such
employee shareholders hold shares representing more than 50% of all votes capable of being cast
generally on shareholder resolutions or, where such requirement is not fulfilled, by a vote of 75% of the
other directors.

Amendment of Constitutional Documents. Bermuda law provides that a company's memorandum of
association or continuance may be amended by a resolution passed at a properly convened general
meeting of shareholders. An amendment to the memorandum of association or continuance to include
certain restricted business activities also requires the approval of the Bermuda Minister of Finance, who
may grant or withhold approval at his or her discretion.

Under Bermuda law, the holders of an aggregate of no less than 20% in par value of Accenture's issued
share capital or any class of issued share capital have the right to apply to the Bermuda Court for an
annulment of any amendment of the memorandum of association or continuance adopted by shareholders
at any general meeting, other than an amendment that alters or reduces share capital. Where such an
application is made, the amendment becomes effective only to the extent that it is confirmed by the
Bermuda Court. An application for the annulment of an amendment of the memorandum of association or
continuance must be made within 21 days after the date on which the resolution altering the company's


                                                   - 25 -
memorandum is passed and may be made on behalf of the persons entitled to make the application by one
or more of their number as they may appoint in writing for the purpose. No such application may be made
by persons voting in favor of the amendment.

Amendments to Accenture's Bye-laws must be approved by Accenture's Board and by shareholders by a
resolution passed by the holders of a majority of the votes cast, except for amendments to the provisions of
Accenture's Bye-laws relating to amalgamations, discontinuance, any sale, lease or exchange by
Accenture of all or substantially all of Accenture's property or assets and the appointment and removal of
directors which have not been approved by Accenture's Board, where shareholders holding not less than
80% of Accenture's issued and outstanding voting shares must approve the amendment.

1.6    Transferability

The Shares in this offering under the ESPP and the SIP (including the VEIP) are registered on a
registration statement on Form S-8 with the SEC and are generally freely transferable.
The ESPP and the SIP (including the VEIP) are intended to provide Shares for investment and not for
resale. Accenture does not, however, intend to restrict or influence any Participating Employee or VEIP
Participant in the conduct of his or her own affairs. A Participating Employee or VEIP Participant (other
than certain Participating Employees and/or VEIP Participants in France – see paragraph XII of this
Section C), therefore, may sell Shares purchased under the ESPP or the SIP (including the VEIP) at any
time he or she chooses, subject to compliance with any applicable securities laws and the Company's
internal policies. THE PARTICIPATING EMPLOYEE/VEIP PARTICIPANT ASSUMES THE RISK OF ANY
MARKET FLUCTUATIONS IN THE PRICE OF THE SHARES.

II.    MAXIMUM DILUTION

Under the ESPP, Shares are offered to an estimated 178,900 Participating Employees worldwide, with
approximately 57,500 of those Participating Employees resident in the EEA and approximately 5,272 of
those Participating Employees resident in France. The aggregate amount of eligible compensation to such
EEA Participating Employees to purchase Shares under the ESPP during the period covered by this
prospectus is estimated to be approximately USD 3,213,517,000. Under the terms indicated in Chapter D,
Section A, paragraph I, item 1.3 of this prospectus, assuming that current salary levels remain constant; the
EEA Participating Employees each elect to purchase the maximum number of Shares permitted based on
the maximum allowable percentage (10%) of their eligible compensation; and a constant Fair Market Value
of the Shares (which was USD 30.02 on November 7, 2008), the maximum number of Shares offered in
respect of the ESPP pursuant to this prospectus amounts to 12,597,087 Shares, based on a 15% discount
and a resulting purchase price of USD 25.51.

Under the VEIP, Shares are offered to an estimated 5,000 VEIP Participants worldwide, with an estimated
1,954 of such VEIP Participants resident in the EEA and an estimated 220 of such VEIP Participants
resident in France. As indicated in Chapter D, Section B, paragraph II, item 2.3 of this prospectus, the
maximum rate at which VEIP Participants may purchase Shares under the VEIP is currently 30% of their
gross cash compensation ("eligible compensation"). The average eligible compensation of each VEIP
Participant covered by this prospectus for calendar year 2008 is estimated to be USD 291,499. If it is
assumed that the 8% maximum global compensation limit described in Chapter D, Section B, paragraph II,
item 2.3 of this prospectus would not be exceeded and that if the Fair Market Value, as of November 7,
2008, of the Shares remains level throughout the year, each EEA VEIP Participant would on average be
entitled to purchase a maximum of approximately 2,913 Shares under the VEIP and, to the extent that such
purchased Shares continue to be owned at the end of calendar year, would receive a matching RSU grant
covering an additional 1,456 Shares. Assuming that all EEA VEIP Participants purchase the average
maximum of 2,913 Shares in the VEIP and eventually receive 1,456 Shares pursuant to the matching RSU
grant, the maximum number of Shares offered pursuant to this prospectus in respect of the VEIP amounts
to 8,537,026 Shares.

Assuming maximum acquisitions as outlined above under both the ESPP and VEIP, the maximum number
of Shares being offered pursuant to this prospectus amounts to 21,134,113 Shares.




                                                   - 26 -
Based on the above assumptions, the holdings of a holder of Shares currently holding 1% of the total
outstanding Shares as of November 7, 2008 (i.e., 6,091,720 Shares), and who is not a Participating
Employee or a VEIP Participant, would be diluted as indicated in the following table:

                                                 Percentage of total                Total number of
                                                 outstanding Shares                outstanding Shares
Before the offering (as of November 7,                   1.00%                          609,172,012
2008)
After issuance of 12,597,087                             0.98%                          621,769,099
Shares solely under the ESPP
After issuance of 8,537,026                              0.99%                          617,709,038
Shares solely under the VEIP
After issuance of 21,134,113                             0.97%                          630,306,125
Shares under both the ESPP and VEIP

III.   NET PROCEEDS UNDER THE ESPP AND THE SIP (INCLUDING THE VEIP)

Assuming, using the examples provided in Section II of this Chapter D, that each of the Participating
Employees in the EEA would purchase the maximum amount of Shares offered under the ESPP, then the
gross proceeds of Accenture in connection with the offer under the ESPP pursuant to this prospectus
would be approximately USD 321,351,702. Assuming, using the examples provided in Section II of this
Chapter D, that each of the VEIP Participants in the EEA would purchase the maximum amount of Shares
offered under the VEIP, that is, applying an average of USD 87,450 each, then the gross proceeds of
Accenture in connection with the offer under the VEIP pursuant to this prospectus would be approximately
USD 170,877,300. Based on the foregoing assumptions, the aggregate proceeds of Accenture pursuant to
the ESPP and VEIP in the EEA would be approximately USD 492,229,002. After deducting legal and
accounting expenses in connection with the preparation of this prospectus, its review by the AMF and its
passporting into the relevant EEA jurisdictions, the net proceeds, based on the above assumptions, would
be approximately USD 492,095,500.

IV.    WORKING CAPITAL STATEMENT

As of the date of this prospectus and for the next twelve months, Accenture believes (i) that its available
cash balances and the cash flows expected to be generated from operations will be sufficient to satisfy its
current and planned working capital and investment needs, and (ii) that Accenture's longer-term working
capital and other general corporate funding requirements will be satisfied through cash flows from
operations and, to the extent necessary, from its borrowing facilities and future financial market activities.

V.     ORGANIZATIONAL STRUCTURE

Accenture is the parent company of the Accenture group. Accenture holds, directly or indirectly, the capital
and voting rights of each of the subsidiaries listed in Exhibit 21.1 to the Annual Report on Form 10-K for the
fiscal year ended August 31, 2008, filed by Accenture with the SEC on October 20, 2008, attached hereto
as Exhibit IV.

Accenture is an exempted company organized under the Companies Act 1981 of Bermuda with no material
assets other than Class II and Class III common shares in its subsidiary, Accenture SCA. Accenture's only
business is to hold these shares and to act as the sole general partner of Accenture SCA. As the general
partner of Accenture SCA and as a result of Accenture's majority voting interest in Accenture SCA,
Accenture controls Accenture SCA's management and operations and consolidates Accenture SCA's
results in its financial statements. Accenture operates its business through subsidiaries of Accenture SCA.
Accenture SCA generally reimburses Accenture for its expenses but does not pay Accenture any fees.

In connection with the Company's transition to a corporate structure in fiscal year 2001, Accenture's
partners generally exchanged all of their interests in Accenture's prior series of partnerships and
corporations under control of the partners for Shares or, in the case of partners in certain countries, either
Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada
Holdings Inc., an indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares also received a
corresponding number of Accenture's Class X common shares, which entitle their holders to vote at
Accenture's shareholder meetings but do not carry any economic rights.

                                                   - 27 -
VI.        BOARD OF DIRECTORS AS OF NOVEMBER 7, 2008

                 Name                            Age                              Position
    William D. Green                              55        Chairman of the Board of Directors and Chief Executive
                                                            Officer
    Sir Mark Moody-Stuart                         68        Director
    Blythe J. McGarvie                            51        Director
    Dina Dublon                                   55        Director
    Robert I. Lipp                                70        Director
    Wulf von Schimmelmann                         61        Director
    William L. Kimsey                             66        Director
    Dennis F. Hightower                           67        Director
    Marjorie Magner                               59        Director
    Nobuyuki Idei                                 71        Director

VII.      EXECUTIVE OFFICERS AS OF NOVEMBER 7, 2008

                   Name                          Age                                Position
    Kevin Campbell                                48        Group Chief Executive — Outsourcing
    Gianfranco Casati                             49        Group Chief Executive — Products
    Martin I. Cole                                52        Group Chief Executive — Communications & High Tech
    Anthony G. Coughlan                           51        Principal Accounting Officer and Controller
    Pamela J. Craig                               51        Chief Financial Officer
                     1
    Juan Domenech                                 52        Group Chief Executive — Public Service
    Karl-Heinz Flöther                            56        Group Chief Executive — Systems Integration &
                                                            Technology
    Mark Foster                                   49        Group Chief Executive — Management Consulting &
                                                            Integrated Markets
    Robert N. Frerichs                            56        Chief Risk Officer
    William D. Green                              55        Chief Executive Officer and Chairman of the Board of
                                                            Directors
    Pierre Nanterme                               49        Group Chief Executive — Financial Services
    Stephen J. Rohleder                           51        Chief Operating Officer
    Douglas G. Scrivner                           57        General Counsel, Secretary and Compliance Officer
    Alexander M. van't Noordende                  45        Group Chief Executive — Resources

VIII.     CERTAIN ADDITIONAL INFORMATION REGARDING ACCENTURE'S DIRECTORS AND
          EXECUTIVE OFFICERS

For at least the previous five years, none of the directors or executive officers of Accenture named in
paragraphs VI and VII of this Section C has:

         (a)     been convicted in relation to fraudulent offenses;

         (b)     been associated with any bankruptcies, receiverships or liquidations when acting in their
                                                             2
                 capacity of directors or executive officers; or


1
    Juan Domenech became Accenture's Group Chief Executive — Public Service, on September 1, 2008. As of October 7,
    2008, Mr. Domenech beneficially owns 3,016 Class A common shares, representing less than 1% of the outstanding Class A
    common shares, no Class X common shares and 124,022 Accenture SCA Class I common shares convertible into Class A
    common shares, representing less than 1% of the outstanding Class A common shares.
2
    However, Dennis F. Hightower served as a Director on the Board of Directors of Northwest Airlines, Inc., when it filed for
    bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on September 14, 2005. The airline emerged from
    bankruptcy court protection on May 31, 2007.




                                                            - 28 -
         (c)   been subject to any official public incrimination and/or sanctions by statutory or regulatory
               authorities (including designated professional bodies) or ever been disqualified by a court from
               acting as a member of the administrative, management or supervisory bodies of an issuer or
               from acting in the management or conduct of the affairs of any issuer.

There are no family relationships between any of the directors and executive officers listed in paragraphs
VI and VII of this Section C.

The aggregate number of outstanding stock options (including unvested options) held by each executive
officer as of November 7, 2008, was as follows:

                                                    Aggregate Number of Outstanding Stock Options
                      Name
                                                               as of November 7, 2008
      Kevin Campbell                                                   66,667
      Gianfranco Casati                                                25,968
      Martin I. Cole                                                   27,335
      Anthony G. Coughlan                                              16,401
      Pamela J. Craig                                                  27,335
      Juan Domenech                                                     –0–
      Karl-Heinz Flöther                                               28,975
      Mark Foster                                                      32,529
      Robert N. Frerichs                                               19,135
      William D. Green                                                 30,720
      Pierre Nanterme                                                  16,237
      Stephen J. Rohleder                                                449
      Douglas G. Scrivner                                               –0–
      Alexander M. van't Noordende                                     10,715

Accenture has not granted any stock options to its directors since the 2004 financial year. The aggregate
number of outstanding stock options held by each non-management director as of November 7, 2008, was
as follows:

                                                    Aggregate Number of Outstanding Stock Options
                      Name
                                                               as of November 7, 2008
      Dina Dublon                                                      55,000
      Dennis F. Hightower                                               –0–
      Nobuyuki Idei                                                     –0–
      William L. Kimsey                                                35,000
      Robert I. Lipp                                                   55,000
      Marjorie Magner                                                   –0–
      Blythe J. McGarvie                                               20,000
      Sir Mark Moody-Stuart                                            55,000
      Wulf von Schimmelmann                                            20,000

All stock option grants to non-management directors are fully vested.

IX.       EMPLOYEES

The following chart sets forth historical information regarding the approximate number of Accenture's
employees for each of the fiscal years ended August 31, 2007, 2006 and 2005:

                             FY 2008                     FY 2007                     FY 2006

Totals                       186,000                     170,000                     140,000




                                                     - 29 -
X.           ACCENTURE'S MAIN SHAREHOLDERS

To Accenture's knowledge, and based upon reports that were filed with the SEC before November 7, 2008,
the following parties beneficially held, as of the relevant dates indicated below, 5% or more of the total
outstanding number of Shares:

                                                               Number of Shares
                                                                                               Percentage ownership
                                                              beneficially owned by
                                                                                              based on such reported
                                                            reporting company as of
     Name of Beneficial Owner                                                                   amounts and Shares
                                                           its most recent SEC filing
                                                                                                 outstanding as of
                                                              prior to November 7,
                                                                                                 November 7, 2008
                                                                       2008
     Franklin Resources Inc.                                       37,301,621 (1)                        6.1%(1)
     One Franklin Parkway
     San Mateo, CA 94403-1906
     U.S.A.
     Barclays Global Investors, UK Holdings Ltd                    34,149,950 (2)                        5.6%(2)
     1 Churchill Place – Canary Wharf
     London E14 5HP
     England
     FMR, LLC                                                      30,856,737 (3)                        5.1%(3)
     82 Devonshire St.
     Boston, MA 02109
     U.S.A.
       (1)   Based on information set forth in a Form 13F filed with the SEC on September 22, 2008, by Franklin Resources, Inc.
       (2)   Based on information set forth in a Schedule 13F filed with the SEC on July 25, 2008, by Barclays Global Investors,
             UK Ltd and certain related entities.
       (3)   Based on information set forth in a Schedule 13F filed with the SEC on August 14, 2008, by FMR, LLC.

XI.          PARTICULAR PROVISIONS OF ACCENTURE LTD'S BYE-LAWS

The annual general meeting of Accenture's shareholders is held at the date, time and place as determined
by Accenture's Board of Directors and according to the requirements of the Companies Acts of Bermuda
and must be called by at least 30 clear days' notice. All persons who are registered holders of Shares or
Class X common shares at the close of business on the record date (as selected by the Board of Directors)
are entitled to vote at the annual general meeting. At the annual general meeting, the shareholders elect
directors to fill open positions on the Board and address such other matters as may properly come before
the meeting.

A special general meeting of the Company must be called by at least 10 clear days' notice.

XII.         TAX CONSEQUENCES

The term "Participant" used in this paragraph XII refers to Participating Employees and VEIP Participants
as defined in Chapter A of this prospectus.

The Company's tax advisors have been engaged to provide Participants with tax information with respect to
the ESPP and the VEIP in each country in which the plans are offered. A summary of the tax information is
provided below. The Company and its tax advisors will also provide tax information on Accenture's
"myHoldings.Accenture.com" intranet site, which is updated from time to time.


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                                                              - 30 -
AUSTRIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Austria as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Austrian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a
new Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the purchase price.
The Participant will also be subject to social contributions on this amount, provided the Participant has not
already exceeded the applicable contribution ceiling.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase and the
difference between the sale proceeds and the fair market value of the Shares on the date of purchase
exceeds a certain exempt amount, the Participant will be subject to income tax on the difference. If the
Participant holds the Shares for more than 12 months after the date of purchase, he/she will not be subject
to income tax or social contributions when he/she sells the Shares, provided he/she does not hold more
than 1% of Accenture's common share capital and has not held more than 1% of Accenture's common
share capital during the five years before the date of sale. Any loss realized on the sale of the Shares
within 12 months of the date of purchase may be used to offset other taxable income in the year of sale.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent the Participant has not already exceeded the applicable contribution ceiling) at the time he/she
purchases Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of
the Shares for a taxable gain or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
social contributions or to income tax.




                                                    - 31 -
Sale of Shares

If the Shares acquired under the VEIP are sold within 12 months of the date of purchase and the difference
between the sale proceeds and the fair market value of the Shares on the date of purchase exceeds a
certain exempt amount, the Participant will be subject to income tax on the difference. If the Participant
holds the Shares for more than 12 months after the date of purchase, he/she will not be subject to tax when
he/she sells the Shares, provided he/she does not hold more than 1% of Accenture's common share capital
and has not held more than 1% of Accenture's common share capital during the last five years before the
date of sale. Any loss realized on the sale of Shares within 12 months following the date of purchase may
be used to offset other capital gains in the year of sale.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. It is the Participant's responsibility to report income and pay taxes resulting from the sale of the
Shares for a taxable gain or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.


Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Shares acquired by the Participant are sold within 12 months of the date of acquisition and the
difference between the fair market value of the Shares on the date of acquisition and the sale proceeds
exceeds a certain exempt amount, the Participant will be subject to income tax on the difference. If the
Participant holds the Shares for more than 12 months after the date of acquisition, he/she will not be
subject to tax when he/she sells the Shares, provided he/she does not hold more than 1% of Accenture's
common share capital and has not held more than 1% of Accenture's common share capital during the five
years before the date of sale. Any loss realized on the sale of the Shares within 12 months following the
date of acquisition of the Shares may be used to offset other taxable income in the year of sale.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the Shares
are acquired. It is the Participant's responsibility to report and pay taxes resulting from the sale of the
Shares for a taxable gain or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Austria
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                   - 32 -
BELGIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Belgium as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants (including for these purposes BVBA/SPRL companies)
who are Belgian tax residents. If the Participant is a citizen or resident of another country for local
law purposes, the income and social tax information below may not be applicable. Furthermore,
this information is general in nature and does not cover all of the various laws, rules and
regulations that may apply. It may not apply to each Participant's particular tax or financial
situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a
new Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and social
contributions on the difference between the fair market value of the Shares on the date of purchase and the
Purchase Price. Social contributions are deductible from taxable income.

Sale of Shares

The Participant is not subject to taxes when he/she sells the Shares purchased under the ESPP.

Withholding and Reporting

Under current laws, the Participant's employer is required to report income and withhold income tax and
social contributions at the time he/she purchases Shares. It is the Participant's responsibility to report and
pay taxes resulting from the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
social contributions or to income tax.

Sale of Shares

An employee Participant is not subject to taxes when he/she sells the Shares purchased under the VEIP. If
the Participant is a BVBA/SPRL company, the Participant will be subject to income tax on the difference
between the sale proceeds and the fair market value of the Shares acquired by the Participant on the date
of purchase. Capital losses are not deductible for BVBA/SPRL Participants.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase.



                                                   - 33 -
2.2     MATCHING RSUs

Grant

The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to income tax or social contributions when Matching RSUs vest if the
Participant is an employee. If the Participant is a BVBA/SPRL company, the Participant has a taxable
benefit equal to the fair market value of the underlying Shares on the date of vesting.

Share Acquisition

The Participant, if an employee, will be subject to income tax and social contributions when Shares are
acquired by the Participant. Participants who are employees will be taxed on the fair market value of the
Shares acquired by him/her. Participants who are BVBA/SPRL companies are not subject to tax at the
time they acquire the Shares.

Sale of Shares

An employee Participant is not subject to taxes when he/she sells the Shares. If the Participant is a
BVBA/SPRL company, the Participant will be subject to income tax on the difference between sale
proceeds and the fair market value of the Shares underlying the RSUs at the time of vesting. Capital
losses are not deductible for BVBA/SPRL Participants.

Withholding and Reporting

The Participant's employer is required to report the taxable benefit but is not required to withhold income
tax on the taxable benefit to the Participant. The employer is required to withhold social contributions when
Shares are acquired by the Participant. No withholding is required in respect of Participants who are
BVBA/SPRL companies. The Participant, if an employee, must report and pay tax due for the taxable
Matching RSU benefit in his/her individual income tax return for the income year in which he/she acquired
the Shares. Participants which are BVBA/SPRL companies must report income and pay tax due for the
year of vesting on the fair market value of the underlying Shares at the time of vesting. It is the
Participant's responsibility to report and pay taxes resulting from the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Belgium
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                   - 34 -
CZECH REPUBLIC TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the Czech Republic
as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are Czech Republic tax residents. If the Participant
is a citizen or resident of another country for local law purposes, the income and social tax
information below may not be applicable. Furthermore, this information is general in nature and
does not cover all of the various laws, rules and regulations that may apply. It may not apply to
each Participant's particular tax or financial situation, and Accenture is not in a position to assure
Participants of any particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant is subject to social contributions on this amount to the extent he/she has not already
exceeded the applicable contribution ceiling.
Sale of Shares

If the Shares purchased pursuant to the ESPP are sold within 6 months of the date of purchase, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Shares on the date of purchase. Any loss realized on the sale of the Shares within 6 months
of the date of purchase may be used to offset other capital gains from the sale of securities owned for 6
months or less.
Withholding and Reporting

The Participant's employer is required to report income and withhold income tax when the Shares are
purchased under the ESPP. It is the Participant's responsibility to report income in his/her annual tax return
and pay taxes resulting from the taxable sale of Shares and the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold within six months of the date of the purchase, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Shares on the date of purchase. Any loss realized on the sale of the Shares within 6 months
of the date of purchase may be used to offset other capital gains from the sale of securities owned for 6
months or less.



                                                   - 35 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer is not required to report or withhold income tax when the Shares are acquired. It is the
Participant's responsibility to report income in his/her annual tax return and pay taxes resulting from the
subsequent taxable sale of Shares and the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition

The Participant will be subject to income and social tax (to the extent he/she has not already exceeded the
applicable contribution ceiling) when Shares are acquired by the Participant. The Participant will be taxed
on the fair market value of the Shares acquired by him/her, generally on the date of vesting.
Sale of Shares
If the Shares acquired by the Participant are sold within 6 months of the date of acquisition, the Participant
will be subject to income tax on the difference between the sale proceeds and the fair market value of the
Shares on the date of acquisition. Any loss realized on the sale of the Shares within 6 months of the date of
acquisition may be used to offset other capital gains from the sale of securities owned for six months or
less.
Withholding and Reporting

The Participant's employer is required to report and withhold income tax when the Shares are acquired. It is
the Participant's responsibility to report in his/her annual tax return and pay taxes resulting from the taxable
sale of Shares and the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect to those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in the Czech
Republic on any dividends received. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.




                                                     - 36 -
DANISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Denmark as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Danish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and social
contributions on the difference between the fair market value of the Shares on the date of purchase and the
Purchase Price.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant will be subject to tax on the
difference between the sale proceeds and fair market value of the Shares on the date of purchase.

Withholding and Reporting

The Participant's employer is required to report the taxable amount at purchase but is not required to
withhold income tax or social contributions at the time the Shares are purchased or sold. It is the
Participant's responsibility to pay any taxes (including social contributions) resulting from the purchase and
the sale of the Shares, or receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or to social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold, the Participant will be subject to tax on the difference
between the sale proceeds and the fair market value of the Shares acquired by the Participant on the date
of purchase.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold tax or social contributions at the date of



                                                   - 37 -
purchase. It is the Participant's responsibility to pay any tax and social contributions resulting from the sale
of the Shares or receipt of any dividends.

2.2     MATCHING OPTIONS

The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares acquired by him/her, generally on the date of vesting,
minus the nominal amount paid to exercise the Matching Options.

Grant

The Participant will not be subject to tax or social contributions when Matching Options are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching Options vest.

Exercise

The Participant will be subject to income tax and social contributions when the Matching Options are
exercised and Shares are acquired by the Participant. The Participant will be subject to income tax on the
difference between the fair market value of the Shares acquired pursuant to the Matching Options and the
exercise price paid for the Shares.

Sale of Shares


The Participant will be subject to tax when he/she subsequently sells the Shares acquired by exercise of
the Matching Options. The taxable amount will be the difference between the sale proceeds and the fair
market value of the Shares acquired by the Participant on the date of exercise of the Matching Options.

Withholding and Reporting

The Participant's employer is required to report the taxable amount for the exercise of the Matching Options
but is not required to withhold income tax or social contributions. It is the Participant's responsibility to pay
any tax and social contributions resulting from the purchase and the sale of the Shares, or receipt of any
dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Denmark
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                     - 38 -
DUTCH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the Netherlands as
of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Dutch tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and Social
Security and Social Insurance contributions (to the extent he/she has not already exceeded the applicable
contribution ceilings) on the difference between the fair market value of the Shares on the date of purchase
and the Purchase Price.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant will not be subject to tax on capital
gains. However, the Participant will be subject to a tax on an imputed taxable amount of a specified
percentage of the average value of privately held investments that are held on 1 January and
31 December. A limited annual exemption may be available.

Withholding and Reporting

The Participant's employer is required to report income and to withhold income tax and Social Security and
Social Insurance contributions at the time he/she purchases Shares. It is the Participant's responsibility to
report income and to pay any taxes resulting from the purchase or ownership of the Shares or the receipt of
any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold, the Participant will not be subject to tax on capital gains.
However, the Participant will be subject to a tax on an imputed taxable amount of a specified percentage of
the average value of privately held investments that are held on 1 January and 31 December. A limited
annual exemption may be available.



                                                   - 39 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or Social Security and Social
Insurance contributions at the date of purchase. It is the Participant's responsibility to report and pay taxes
resulting from the purchase or ownership of Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent that he/she has not
already exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Shares acquired by him/her.

Sale of Shares

If the Shares acquired by the Participant are sold, the Participant will not be subject to tax on capital gains.
However, the Participant will be subject to a tax on an imputed taxable amount of a specified percentage of
the average value of privately held investments that are held on 1 January and 31 December. A limited
annual exemption may be available.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and Social Security and
Social Insurance contributions at the time the Shares are acquired. It is the Participant's responsibility to
report and pay taxes resulting from the ownership of Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. The Participant will not be directly subject to tax
in the Netherlands on dividends received. However, the Participant will be subject to a tax on an imputed
taxable amount of a specified percentage of the average value of privately held investments, including any
dividend received, which are held on 1 January and 31 December. A limited annual exemption may be
available. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not
certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for
the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a
U.S. non-resident income tax return.




                                                    - 40 -
FINNISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Finland as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are Finnish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax (including
healthcare and per diem payments) on the difference between the fair market value of the Shares on the
date of purchase and the Purchase Price.
Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant generally will be subject to capital
gains tax on the difference between the sale proceeds and the fair market value of the Shares on the date
of purchase or 80% of sale proceeds, or, if the Shares are held for at least 10 years, 60% of the sale
proceeds, whichever results in the lesser tax. A certain specified amount of capital gains realized in a year
are tax exempt. Any loss realized on the sale of the Shares in excess of a certain specified amount may be
used to offset other capital gains realized in the same calendar year and in the following three years.
Withholding and Reporting

The Participant's employer is responsible to report income and withhold income tax at the time he/she
purchases Shares. It is the Participant's responsibility to report income and pay any taxes resulting from
the taxable sale of the Shares or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.
Sale of Shares

If the Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax on the
difference between the sale proceeds and the fair market value of the Shares on the date of the purchase,
or 80% of sale proceeds, or, if the Shares are held for at least 10 years, 60% of the sale proceeds,
whichever results in the lesser tax. A certain specified amount of capital gains realized in a year are tax
exempt. Any loss realized on the sale of the Shares in excess of a certain specified amount may be used
to offset other capital gains realized in the same calendar year and in the following three years.



                                                   - 41 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable
sale of the Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition

The Participant will be subject to income tax (including healthcare payment) when Shares are acquired by
the Participant. The Participant will be taxed on the fair market value of the Shares acquired by him/her,
generally on the date of vesting.
Sale of Shares

If the Shares acquired by the Participant are sold, the Participant will be subject to capital gains tax on the
difference between the sale proceeds and the fair market value of the Shares on the date of acquisition, or
80% of sale proceeds, or, if the Shares are held for at least 10 years, 60% of the sale proceeds, whichever
results in the lesser tax. A certain specified amount of capital gains realized in a year are tax exempt. Any
loss realized on the sale of the Shares in excess of a certain specified amount may be used to offset other
capital gains realized in the same calendar year and in the following three years.
Withholding and Reporting
The Participant's employer will report income and withhold income tax at the time of the acquisition of
Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the
Shares or receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Finland
on a certain percentage of any dividends received. The Participant may be subject to U.S. federal back-up
tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting
in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.




                                                     - 42 -
FRENCH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in France as of the date
of this prospectus. Tax laws are complex and can change frequently.
As a result, the information below may be out of date at the time the Participant is granted a right to
acquire Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of
Shares.
The following applies only to Participants who are French tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply.
It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a
position to assure Participants of any particular tax result.
The term "qualified" hereafter, as used only in this French tax consequences section of the
prospectus, refers to the possibility to benefit from a favorable tax regime from a French tax
standpoint.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1          ESPP
Enrollment in the ESPP
The Participant is not subject to income tax or social security contributions when he/she enrolls in the
ESPP or a new Purchase Period begins.
Purchase of Shares
When Shares are purchased under the ESPP, the Participant is subject to social security contributions,
including – Contribution Sociale Généralisée ("CSG") and Contribution au Remboursement de la Dette
Sociale ("CRDS"), at regular rates and to income tax at marginal rates of up to 40% (for income received in
2008 that will be taxed in 2009) on the difference between the fair market value of the Shares on the Date
of Purchase and the Purchase Price, which is considered as a compensation income.
Sale of Shares
The Participant is subject to a 29% capital gains tax (income tax, CSG, CRDS and additional
              1
contributions ) when he/she subsequently sells the Shares purchased under the ESPP on the difference
between the sale price and the adjusted cost basis of the Shares sold. However, no capital gains tax is
due if the proceeds realized in a calendar year do not exceed EUR 25,000 (for 2008 income). If total
capital proceeds realized in a calendar year exceed EUR 25,000 (for 2008 income), any loss realized on
the sale of the Shares at a price lower than the adjusted cost basis of the Shares may offset capital gains
realized in the same calendar year, and to the extent not used, excess capital losses may be carried
forward to the following ten years.
Withholding and Reporting

The Participant's employer will withhold social security contributions and CSG and CRDS contributions due
on the taxable amount at the date of purchase. It is the Participant's responsibility to report and pay any
taxes resulting from the purchase and the sale of the Shares or receipt of any dividends on the Participant's
annual French income tax return (in the year after the sale or receipt of dividends on Forms 2042
and 2047, as applicable).




1
    According to a draft law on “RSA”, an additional 1.1% social contribution (“prélèvements sociaux”) may apply soon on Capital
    Gain; however, as at the date of this memo, this draft law has not been approved by the French Parliament, and will then be
    subject to review by the Constitutional Council before it is enacted. The tax rate on Capital Gain could therefore be 30.1%.




                                                             - 43 -
2          VEIP
2.1        RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant is not subject to income tax or social security contributions when he/she enrolls in the VEIP
or a new VEIP Year begins.
Purchase of Shares
When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
social security contributions or to income tax.
Sale of Shares

The Participant is subject to a 29% capital gains tax (income tax, CSG, CRDS and additional
             2
contributions ) when he/she subsequently sells the Shares purchased under the VEIP on the difference
between the sale price and the acquisition cost of the Shares sold.
However, no capital gains tax is due if the proceeds realized in a calendar year do not exceed EUR 25,000.
If total capital proceeds realized in the year exceed EUR 25,000 (for 2008 income), any loss realized on the
sale of the Shares at a price lower than the acquisition cost of the Shares may offset capital gains realized
in the same calendar year, and to the extent not used, excess capital losses may be carried forward to the
following ten years.
Withholding and Reporting
Since there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to withhold social security contributions and CSG and CRDS contributions at
the date of the purchase. It is the Participant's responsibility to report and pay any taxes resulting from the
sale of the Shares or receipt of any dividends in the year after the sale or receipt of dividends on the
Participant’s annual French income tax return (on Forms 2042 and 2047, as applicable).

2.2        "FREE SHARE" QUALIFIED MATCHING RSUs

Grant

The Participant will not be subject to income tax or social security contributions when "Free Share" qualified
Matching RSUs are granted.
Vesting

The Participant will not be subject to income tax or social security contributions when "Free Share" qualified
Matching RSUs vest.
Share Acquisition

The Participant will not be subject to tax when Shares underlying the "Free Share" qualified Matching
RSUs are issued or transferred to the Participant two or more years after the grant of the "Free Share"
qualified Matching RSUs. Under French law, Shares issued or transferred to the Participant must be held
for a minimum of two years before they may be sold by the Participant. Accordingly, Shares delivered
pursuant to the Matching RSUs will not be transferable for a period of two years following delivery to the
Participant subject to the exceptions stated under French law. In addition, shares may not be sold during
certain periods as set forth in Article L. 225-197-1, I of the French Commercial Code (i.e., within a
period of ten Stock Exchange trading sessions before and after the date on which the consolidated
financial statements, or failing that, the annual accounts of Accenture, are published; and within the
period between the date on which the corporate management of Accenture becomes aware of
information, which, if published, might have a significant effect on the price of the company’s shares,



2
    According to a draft law on “RSA”, an additional 1.1% social contribution (“prélèvements sociaux”) may apply soon on Capital
    Gain; however, as at the date of this memo, this draft law has not been approved by the French Parliament, and will then be
    subject to review by the Constitutional Council before it is enacted. The tax rate on Capital Gain could therefore be 30.1%.




                                                             - 44 -
and the latest date of the ten Stock Exchange trading sessions following the date on which this
information is published).
Sale of Shares

Under current French tax rules, the Participant will be subject to a 41% flat tax (income tax, CSG, CRDS
                              3
and additional contributions ) when he/she subsequently sells the Shares more than two years after the
date of issue or transfer of the Shares under the "Free Share" qualified Matching RSUs on the fair market
value of the Shares at the date of issuance or transfer to the Participant.
For qualified Matching RSUs granted since October 16, 2007, an employee contribution of 2.5%, calculated
on the basis of the fair market value of the shares at the date of issuance or transfer to the beneficiary, is
due at the date of sale by the Participant.
The Participant will be subject to a 29% capital gains tax (income tax, CSG, CRDS and additional
              4
contributions ) when he/she sells the Shares issued or transferred under the "Free Share" qualified
Matching RSUs on the difference between the sale price and the adjusted cost basis of the Shares sold.
However, no capital gains tax is due if the proceeds realized in a calendar year do not exceed EUR 25,000
(for 2008 income). If total capital proceeds realized in the year exceed EUR 25,000 (for 2008 income), any
loss realized on the sale of the Shares at a price lower than the adjusted cost basis of the Shares may
offset capital gains realized in the same calendar year, and to the extent not used, excess capital losses
may be carried forward to the following ten years.
Withholding and Reporting

The Participant's employer is not required to withhold social security contributions and CSG and CRDS
contributions due on the taxable amount at the date of issue or transfer of the Shares. It is the Participant's
responsibility to report and pay any taxes resulting from the issue or transfer and the sale of the Shares or
receipt of any dividends in the year after the sale or receipt of dividends on the Participant’s annual French
income tax return (on Forms 2042 and 2047, as applicable).

3          DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. Under current French tax rules, the Participant
will be subject to income tax of up to 40% (for income received in 2008 that will be taxed in 2009) in France
on dividends received. Dividends received are also subject to CSG, CRDS and other social levies.
The Participant may be subject to U.S. federal back-up tax withholding if he/she does not certify his or her
tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any
U.S. back-up withholding may be refundable to the Participant if he/she files a U.S. non-resident income
tax return.




3
    According to a draft law on “RSA”, an additional 1.1% social contribution (“prélèvements sociaux”) may apply soon on
    Acquisition Gain for qualified RSUs; however, as at the date of this memo, this draft law has not been approved by the French
    Parliament and will then be subject to review by the Constitutional Council before it is enacted. The tax rate on Acquisition
    Gain for qualified RSUs could therefore be 42.1%.
4
    According to a draft law on “RSA”, an additional 1.1% social contribution (“prélèvements sociaux”) may apply soon on Capital
    Gain; however, as at the date of this memo, this draft law has not been approved by the French Parliament, and will then be
    subject to review by the Constitutional Council before it is enacted. The tax rate on Capital Gain could therefore be 30.1%.




                                                              - 45 -
GERMAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Germany as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are German tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and social
contributions (to the extent the Participant has not already exceeded his/her applicable contribution ceiling)
on the difference between the fair market value of the Shares on the date of purchase and the Purchase
Price. Church tax may also apply to the difference.
Sale of Shares

If the Shares purchased pursuant to the ESPP are sold and the difference between the sale proceeds and
the fair market value of the Shares on the date of purchase exceeds a certain exempt amount, the
Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of Shares
may be used to offset taxable gains realized in the same calendar year on the sale of other shares only
(other taxable gains based on other income sources can not be offset). Any excess losses may be carried
back one year or carried forward into future years and offset only against gains realized on the sale of
shares.
Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Shares. It is the Participant's responsibility to report income and pay any taxes
resulting from the taxable sale of the Shares or receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.
Sale of Shares

If the Shares acquired by the Participant are sold and the difference between the sale proceeds and the fair
market value of the Shares on the date of purchase exceeds a certain exempt amount, the Participant will
be subject to capital gains tax on the difference. Any loss realized on the sale of Shares may be used to
offset taxable gains realized in the same calendar year on the sale of other shares only (other taxable gains



                                                   - 46 -
based on other income sources can not be offset). Any excess losses may be carried back one year or
carried forward into future years and offset only against gains realized on the sale of shares.
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable
sale of the Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares acquired by him/her, generally on the date of vesting.
Sale of Shares

If the Shares acquired by the Participant are sold and the difference between the sale proceeds and the fair
market value of the Shares on the date of acquisition exceeds a certain exempt amount, the Participant will
be subject to capital gains tax on the difference. Any loss realized on the sale of Shares may be used to
offset taxable gains realized in the same calendar year on the sale of other shares only (other taxable gains
based on other income sources can not be offset). Any excess losses may be carried back one year or
carried forward into future years and offset only against gains realized on the sale of shares.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time of the Accenture Share acquisition. It is the Participant's responsibility to report income and pay
any taxes resulting from the taxable sale of the Shares or receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Germany
on a certain percentage of any dividends received to the extent the total interest and dividend income of the
Participant for the year exceeds a certain exempt amount. The Participant may be subject to U.S. federal
back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.




                                                   - 47 -
GREEK TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Greece as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Greek tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrolment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be treated as subject to income tax and
social contributions (to the extent that the Participant has not already exceeded the applicable contribution
ceiling) on the difference between the fair market value of the Shares on the date of purchase and the
Purchase Price.

Sale of Shares

New legislation has replaced the 0.15% transfer tax with a 10% capital gains tax as of January 1, 2009.
The Ministry of Finance is expected to issue guidelines regarding this new legislation by the end of the
year.

If the Accenture Shares purchased pursuant to the ESPP are purchased on or after January 1, 2009, upon
sale, the difference between the sale proceeds and the fair market value of the Shares on the date of
purchase may be treated as subject to capital gains tax. Any loss realized on the sale of the Shares may
be used to offset other capital gains realized in the same calendar year.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Shares. It is the Participant's responsibility to report the purchase of shares in
foreign companies and pay any taxes resulting from the sale of Shares or receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.




                                                   - 48 -
Sale of Shares

New legislation has replaced the 0.15% transfer tax with a 10% capital gains tax as of January 1, 2009.
The Ministry of Finance is expected to issue guidelines regarding this new legislation by the end of the
year.

If the Accenture Shares acquired under the VEIP are acquired on or after January 1, 2009, upon sale, the
difference between the sale proceeds and the fair market value of the Shares on the date of purchase may
be treated as subject to capital gains tax. Any loss realized on the sale of the Shares may be used to offset
other capital gains realized in the same calendar year.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the time the
Shares are acquired. It is the Participant's responsibility to report the purchase of Shares, and the sale of
Shares and receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The Participant
will be treated as taxable on the fair market value of the Shares acquired by him/her, generally on the date
of vesting.

Sale of Shares

If the Shares acquired by the Participant in 2009 or later are sold, the difference between the sale proceeds
and the fair market value of the Shares on the date of purchase may be treated as subject to capital gains
tax. Any loss realized on the sale of the Shares may be used to offset other capital gains realized in the
same calendar year.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time of the Accenture Share acquisition. It is the Participant's responsibility to report the purchase of
shares in foreign companies and pay taxes resulting from the sale of the Shares or the receipt of any
dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Greece
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                   - 49 -
HUNGARIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Hungary as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are Hungarian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant will also be subject to pension contributions (provided the Participant has not already
exceeded the applicable contribution ceiling), health care contributions and possibly also social security
contributions on this amount.
Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant will be subject to income tax on the
difference between the sale proceeds and the fair market value of the Shares on the date of purchase.
This amount is also subject to health care contributions. Capital losses are not deductible and may not
offset other income.
Withholding and Reporting

The Participant's employer is not required to report income or withhold income tax or the various social
contributions at the time he/she purchases Shares. It is the Participant's responsibility to report income and
to pay the tax and social security contributions. The tax is due by the 12th day of the month following the
end of the quarter in which the purchase of Shares was made and the social security contributions are due
by the 12th day of the month following the purchase of Shares. The sale of the Shares and the receipt of
any dividends must be reported by the Participant in his/her tax return.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.
Sale of Shares

If the Shares acquired under the VEIP are sold, the Participant will be subject to income tax on the
difference between the sale proceeds and the fair market value of the Shares on the date of purchase.
This amount is also subject to health care contributions.



                                                   - 50 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer is not required to report income or withhold income tax and social contributions due at the time
the Shares are acquired. The sale of the Shares and the receipt of any dividends must be reported by the
Participant in his/her tax return.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition

The Participant will be subject to income tax when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares acquired by him/her, generally on the date of vesting.
The Participant will also be subject to pension contributions (provided the Participant has not already
exceeded the applicable contribution ceiling), health care contributions and possibly also social security
contributions on this amount.
Sale of Shares

If the Shares acquired by the Participant are sold, the Participant will be subject to income tax on the
difference between the sale proceeds and the fair market value of the Shares on the date of acquisition.
This amount is also subject to health care contributions.
Withholding and Reporting

The Participant's employer is not required to report income or withhold income tax and social contributions
due at the time the Shares are acquired. It is the Participant's responsibility to report income and to pay the
tax and various social contributions. The tax is due by the 12th day of the month following the end of the
quarter in which the Shares were acquired and the social security contributions are due by the 12th day of
the months following the months in which the Shares were acquired. The sale of the Shares and the
receipt of any dividends also must be reported by the Participant in his/her tax return.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax and health
care contributions in Hungary on any dividends received. The Participant may be subject to U.S. federal
back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.




                                                    - 51 -
IRISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Ireland as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Shares, purchases
or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are Irish tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant will not be subject to social contributions when Shares are purchased under the ESPP.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold and the difference between the sale proceeds and
the fair market value of the Shares on the date of purchase exceeds a certain exempt amount, the
Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of the Shares
may be used to offset other capital gains realized in the same calendar year. Net capital losses may be
carried forward to offset capital gains realized in subsequent years.

Withholding and Reporting

The Participant's employer is required to report the taxable amount on purchase of Shares, but is not
required to withhold income tax at the time the Shares are purchased. It is the Participant's responsibility to
report income and pay any taxes resulting from the purchase of Shares and the sale of Shares or the
receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.
Sale of Shares
If the Shares purchased under the VEIP are sold and the difference between the sale proceeds and the fair
market value of the Shares on the date of purchase exceeds a certain exempt amount, the Participant will
be subject to capital gains tax on the difference. Any loss realized on the sale of the Shares may be used
to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward
to offset capital gains realized in subsequent years.




                                                    - 52 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to withhold or report income tax at the date of purchase. It is the Participant's
responsibility to report income and pay any taxes resulting from the sale of Shares or the receipt of any
dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Shares acquired by the Participant are sold and the difference between the sale proceeds and the fair
market value of the Shares on the date of acquisition of the Shares exceeds a certain exempt amount, the
Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of the Shares
may be used to offset other capital gains realized in the same calendar year. Net capital losses may be
carried forward to offset capital gains realized in subsequent years.

Withholding and Reporting

The Participant's employer is required to report the taxable amount on acquisition of Accenture Share, but
is not required to withhold income tax at the time the Shares are acquired. It is the Participant's
responsibility to report income and pay any taxes resulting from the acquisition of Shares, the sale of
Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Ireland
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                    - 53 -
ITALIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Italy as of the date of
this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Shares, purchases
or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Italian tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrolment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP and are held by the Participant for 3 years or less, the
Participant will be subject to income tax on the difference between the normal value of the Shares (the
average price of the Shares in the month preceding the date of purchase) and the Purchase Price. Social
contributions are also usually due at purchase on this amount.

When Shares are purchased under the ESPP and are held by the Participant for more than 3 years, the
Participant will be subject to income tax on the difference between the normal value of the Shares (the
average price of the Shares in the month preceding the date of purchase) and the Purchase Price, less an
annual exemption amount. Social contributions are also usually due at purchase on this amount.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant will be subject to capital gains tax
on the difference between the sale proceeds and the Participant's cost basis in the Shares. The
Participant's cost basis is the Purchase Price paid for the Shares plus the amount of compensation income
subject to taxation upon the purchase of the Shares. Any loss realized on the sale of the Shares may be
used to offset other capital gains realized in the same calendar year. Net capital losses may be carried
forward to offset capital gains realized in the subsequent four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Shares. It is the Participant's responsibility to report and pay any taxes resulting
from the sale of the Shares or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.




                                                   - 54 -
Sale of Shares

If the Shares acquired pursuant to the VEIP are sold, the Participant will be subject to capital gains tax on
the difference between the sale proceeds and the price paid by the Participant for the Shares. Any loss
realized on the sale of the Shares may be used to offset other capital gains realized in the same calendar
year. Net capital losses may be carried forward to offset capital gains realized in the subsequent four
years.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer is not required to report income or withhold income tax or social contributions at the time the
Shares are acquired. It is the Participant's responsibility to report income and pay taxes resulting from the
sale of the Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

When Shares are acquired under the Matching RSUs, the Participant will be subject to income tax on the
normal value of the Shares (the average price of the Shares in the month preceding the date of
acquisition). Social contributions are also usually due at acquisition on this amount.

Sale of Shares

If the Shares acquired by the Participant are sold, the Participant will be subject to capital gains tax on the
difference between the sale proceeds and the amount of compensation income subject to taxation upon the
acquisition of the Shares. Any loss realized on the sale of the Shares may be used to offset other capital
gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains
realized in the subsequent four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time of the acquisition of Shares. It is the Participant's responsibility to report income and pay taxes
resulting from the sale of the Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Italy on
any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                    - 55 -
LATVIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Latvia as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Shares, purchases
Shares, sells Shares or receives dividends.

The following applies only to Participants who are Latvian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not
discuss all of the various laws, rules and regulations that may apply. It may not apply to each
Participant's particular tax or financial situation, and Accenture is not in a position to assure them
of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1       ESPP
Enrollment in the ESPP
The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a
new Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and social
contributions on the difference between the fair market value of the Shares on the date of purchase and the
Purchase Price.
Sale of Shares

No taxes are due upon the sale of the Shares.
Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Shares.

2       VEIP
2.1     RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.
Sale of Shares
No taxes are due upon the sale of the Shares.
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase.

2.2     MATCHING RSUs

Grant
The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.



                                                  - 56 -
Vesting

The Participant will not be subject to income tax or social contributions when the Matching RSUs vest.
Share Acquisition

The Participant will be subject to income tax and social contributions when the Shares are acquired by the
Participant. The Participant will be taxed on the fair market value of the Shares acquired by him/her.
Sale of Shares

No taxes are due upon the sale of Shares.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time the Participant acquires the Shares.

3      DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Latvia on
any dividends received.
The Participant may be subject to U.S. federal back up tax withholding if the Participant does not certify his
or her tax status to any U.S. financial institution acting in the capacity of payer or middleman for the
dividend. Any U.S. back up withholding may be refundable to the Participant if the Participant files a U.S.
non-resident income tax return.




                                                    - 57 -
LUXEMBOURGIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Luxembourg as of
the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are Luxembourg tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant will also be subject to social contributions on this amount, provided the Participant has not
already exceeded the applicable monthly contribution ceiling.
Sale of Shares

If the Shares acquired pursuant to the ESPP are sold within 6 months of the date of purchase, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Shares on the date of the acquisition. If the difference is less than a minimum threshold
amount no taxes may be due. If the Shares acquired pursuant to the ESPP are sold after 6 months from
the date of purchase, any capital gains are tax exempt. Any loss realized on the sale of the Shares within 6
months of the date of purchase generally may be used to offset other capital gains in the year of sale.
Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent the Participant has not already exceeded the applicable monthly contribution ceiling) at the time
he/she purchases Shares. If the Participant is required to file a personal income tax return, it is the
Participant's responsibility to report and pay any taxes resulting from the sale of the Shares or the receipt of
any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.
Sale of Shares

If the Shares acquired under the VEIP are sold within 6 months of the date of purchase, the Participant will
be subject to income tax on the difference between the sale proceeds and the fair market value of the
Shares on the date of acquisition. If the difference is less than a minimum threshold amount no taxes may
be due. If the Shares acquired are sold after 6 months from the date of purchase, any capital gains are tax

                                                    - 58 -
exempt. Any loss realized on the sale of the Shares within 6 months of the date of purchase generally may
be used to offset other capital gains in the year of sale.
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. If the Participant is required to file a personal income tax return, it is Participant's responsibility
to report and pay any taxes resulting from the sale of the Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares acquired by him. A partial tax exemption may be
available if the Matching RSUs can be characterized as a non-recurring additional payment to the
Participant.
Sale of Shares
If the Shares acquired by the Participant are sold within six months of the date of acquisition, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Shares on the date of the acquisition. If the difference is less than a minimum threshold
amount no taxes may be due. If the Accenture Share acquired are sold after 6 months from the date of
acquisition, any capital gains are tax exempt. Any loss realized on the sale of the Shares within 6 months
of the date of acquisition generally may be used to offset other capital gains in the year of sale.
Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the Shares
are acquired. If the Participant is required to file a personal income tax return, it is Participant's
responsibility to report and pay taxes resulting from the sale of the Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in
Luxembourg on any dividends received, less a small annual deductible amount, if dividend income for the
Participant in the year exceeds a specified amount. The Participant may be subject to U.S. federal back-up
tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting
in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.




                                                     - 59 -
NORWEGIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Norway as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.
The following applies only to Participants who are Norwegian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and social
contributions on the difference between the fair market value of the Shares on the date of purchase and the
Purchase Price. The taxable income may be apportioned over the number of years that the Shares are
held.
Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant will be subject to capital gains tax
on the difference between the sale price and the fair market value of the Shares on the date of purchase of
the Shares. Some capital gain may be offset by unused "protection deduction" or "shield deduction" if
certain conditions are satisfied.
Withholding and Reporting

The Participant's employer is required to report income and withhold tax and social contributions at the time
he/she purchases the Shares. The Participant will be responsible for paying the difference, if any, between
taxes withheld and the actual income tax liability. It is the Participant's responsibility to report and pay any
taxes resulting from the sale of the Shares or receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or to social contributions.
Sale of Shares

If the Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax on the
difference between the sale price and the fair market value of the Shares at the date of purchase of the
Shares. Some capital gain may be offset by unused "protection deduction" or "shield deduction" if certain
conditions are satisfied.




                                                    - 60 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the
Shares or receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition

The Participant will be subject to income tax and social contributions when Shares are acquired by the
Participant. The Participant will be taxed on the fair market value of the Shares acquired by him/her. The
taxable income may be apportioned over the number of years that the Shares are held.
Sale of Shares

If the Shares acquired by the Participant are sold, the Participant will be subject to capital gains tax on the
difference between the sale price and the fair market value of the Shares on the date of acquisition of the
Shares. Some capital gain may be offset by unused "protection deduction" or "shield deduction" if certain
conditions are satisfied.
Withholding and Reporting

The Participant’s employer is required to report income and withhold tax and social contributions at the time
the Shares are acquired. The Participant will be responsible for paying the difference, if any, between
taxes withheld and the actual income tax liability. It is the Participant’s responsibility to report and pay any
taxes resulting from the acquisition of the Shares, the sale of the Shares or receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Norway
on any dividends received. Some dividends may be exempt from taxation if certain conditions for the
"protection deduction" or "shield deduction" are satisfied. The Participant may be subject to U.S. federal
back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.




                                                    - 61 -
POLISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Poland as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Shares, purchases
or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Polish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP but not sold on the same day, the Participant will be subject
to a Pension and Disability Contribution (provided the Participant has not already exceeded the applicable
contribution ceiling) and a Sickness Fund Contribution on the difference between the fair market value of
the Shares on the date of purchase and the Purchase Price.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold after the date of purchase, the Participant will be
subject to tax on the difference between the sale proceeds and the Purchase Price of the Shares. 50% of
any capital loss realized in the year of sale may be used to offset capital gains, and any excess capital loss
may be carried forward 5 years.

Withholding and Reporting

The Participant's employer is required to report income and withhold social contributions (to the extent the
Participant has not already exceeded the applicable contribution ceiling) at the time he/she purchases
Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the
Shares or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold after the date of purchase, the Participant will be subject to
capital gains tax on the difference between the sale proceeds and the purchase price paid by the
Participant to acquire the Shares. 50% of any capital loss realized in the year of sale may be used to offset
capital gains, and any excess capital loss may be carried forward 5 years.



                                                   - 62 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. It is Participant's responsibility to report the purchase if required and pay taxes resulting from
the sale of Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to a Pension and Disability Contribution (to the extent that he/she has not
already exceeded the applicable contribution ceiling) and a Sickness Fund Contribution when the Shares
are acquired by the Participant. The Participant will be taxed on the fair market value of the Shares
acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Shares acquired by the Participant are sold after the day of acquisition, the Participant will be subject
to capital gains tax on the sale proceeds. 50% of any capital loss realized in the year of sale may be used
to offset capital gains, and any excess capital loss may be carried forward 5 years.

Withholding and Reporting

The Participant's employer is required to report income and withhold social contributions (to the extent the
Participant has not already exceeded the applicable contribution ceiling) at the time the Shares are
acquired. It is the Participant's responsibility to report the acquisition if required and pay any taxes resulting
from the acquisition of Shares, the sale of Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Poland
on any dividends received. Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                     - 63 -
PORTUGUESE TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Portugal as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends.

The following applies only to Participants who are Portuguese tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant is unlikely to be subject to social insurance contributions on this amount.

Sale of Shares

When Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase, the
Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair
market value of the Shares on the date of purchase. If the Participant holds the Shares for more than 12
months, the Participant will not be subject to tax when he/she sells the Shares. Any loss realized on the
sale of the Shares may be used to offset capital gains in the year realized, and some capital losses may be
carried forward for two years if the Participant makes an election to be taxed on capital gains at normal
progressive rates.

Withholding and Reporting

The Participant's employer is required to report income but is not required to withhold tax when the
Participant purchases Shares under the ESPP. It is the Participant's responsibility to report and pay tax
resulting from the purchase of Shares, the sale of Shares for a taxable gain or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold within 12 months of the date of purchase, the Participant
will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of
the Shares on the date of purchase. If the Participant holds the Shares for more than 12 months, the
Participant will not be subject to tax when he/she sells the Shares. Any loss realized on the sale of the


                                                   - 64 -
Shares may be used to offset capital gains in the year realized, and some capital losses may be carried
forward for two years if the Participant makes an election to be taxed on capital gains at normal progressive
rates.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax at the date of purchase. It is the
Participant's responsibility to report and pay tax resulting from the sale of Shares for a taxable gain and
receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax when Shares are acquired by the Participant. The Participant
will be taxed on the fair market value of the Shares when the Shares are acquired. The Participant is
unlikely to be subject to social contributions when the Shares are acquired.

Sale of Shares

If the Shares acquired by the Participant are sold within 12 months of the date of acquisition, the Participant
will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of
the Shares on the date of acquisition. If the Participant holds the Shares for more than 12 months, no
capital gains tax will be due when he/she sells the Shares. Any loss realized on the sale of the Shares may
be used to offset capital gains in the year realized, and some capital losses may be carried forward for two
years if the Participant makes an election to be taxed on capital gains at normal progressive rates.

Withholding and Reporting

The Participant's employer is required to report income but is not required to withhold tax when the Shares
are acquired by the Participant. It is Participant's responsibility to report and pay tax resulting from the
acquisition of Shares, the sale of Shares for a taxable gain and receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Portugal
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                    - 65 -
ROMANIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Romania as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Romanian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a
new Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be treated as subject to income tax on
the difference between the fair market value of the Shares on the date of purchase and the purchase price.
The Participant will also be treated as subject to social contributions on this amount.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold within 365 days of the date of purchase, the
Participant will be subject to income tax at a 16% rate on the difference between the sale proceeds and the
value of the Shares on the date of purchase. If the Shares purchased pursuant to the ESPP are sold 365
or more days after the date of purchase, the Participant will be subject to income tax at a 1% rate on the
difference between the sale proceeds and the value of the Shares on the date of purchase. Capital losses
may be used to offset capital gains realized within the tax year from the sale of shares.

Withholding and Reporting

The Participant's employer will report income and withhold income tax and social contributions at the time
he/she purchases Shares. It is the Participant's responsibility to report and pay any income taxes resulting
from the sale of the Shares for a taxable gain or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold within 365 days of the date of purchase, the Participant will
be subject to income tax at a 16% rate on the difference between the sale proceeds and the value of the
Shares on the date of purchase. If the Shares acquired under the VEIP are sold 365 or more days after the
date of purchase, the Participant will be subject to income tax at a 1% rate on the difference between the



                                                  - 66 -
sale proceeds and the value of the Shares on the date of purchase. Capital losses may be used to offset
capital gains realized within the tax year from the sale of shares.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax at the date of purchase. It is the
Participant's responsibility to report and pay tax resulting from the sale of Shares for a taxable gain and
receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to income tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be treated as subject to income tax and social contributions when Shares are acquired
by the Participant. The Participant will be taxed on the fair market value of the Shares when the Shares
are acquired.

Sale of Shares

If the Shares acquired under the VEIP are sold within 365 days of the date of acquisition, the Participant
will be subject to income tax at a 16% rate on the difference between the sale proceeds and the value of
the Shares on the date of acquisition. If the Shares acquired under the VEIP are sold 365 or more days
after the date of acquisition, the Participant will be subject to income tax at a 1% rate on the difference
between the sale proceeds and the value of the Shares on the date of acquisition. Capital losses may be
used to offset capital gains realized within the tax year from the sale of shares.

Withholding and Reporting

The Participant's employer will report income and withhold income tax and social contributions at the time
of the acquisition of the Shares. It is the Participant's responsibility to report income and pay income taxes
resulting from the sale of Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Romania
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                   - 67 -
SLOVAKIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Slovakia as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are tax residents of Slovakia. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or health contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant will also be subject to health contributions on this amount, provided the Participant has not
already exceeded the applicable monthly contribution ceiling.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the difference between the sale proceeds and the
fair market value of the Shares on the date of purchase will be subject to income tax if the capital gains and
other income of the Participant for the year exceed an annual tax exempt amount. Any loss realized on the
sale of the Shares is not deductible and may not offset other taxable income.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and health contributions
(to the extent the Participant has not already exceeded the applicable monthly contribution ceiling) at the
time he/she purchases Shares. It is the Participant's responsibility to report income and pay any taxes
resulting from the sale of the Shares for a taxable gain or the receipt of any taxable dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or health contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
social contributions or to income tax.

Sale of Shares

If the Shares acquired under the VEIP are sold the difference between the sale proceeds and the fair
market value of the Shares on the date of purchase will be subject to income tax if the capital gains and
other income of the Participant for the year exceed an annual tax exempt amount. Any loss realized on the
sale of the Shares is not deductible and may not offset other taxable income.



                                                   - 68 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of the Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or health contributions at
the time of vesting or purchase. It is the Participant's responsibility to report and pay taxes resulting from
the sale of the Shares for a taxable gain or the receipt of any taxable dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or health contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or health contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and health contributions (to the extent he/she has not already
exceeded the applicable monthly contribution ceiling) when Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Shares acquired by him/her, generally on the date
of vesting.

Sale of Shares

If the Shares acquired by the Participant are sold, the difference between the sale proceeds and the fair
market value of the Shares on the date of acquisition will be subject to income tax if the capital gains and
other income of the Participant for the year exceed an annual tax exempt amount. Any loss realized on the
sale of the Shares is not deductible and may not offset other taxable income.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and health contributions
(to the extent that he/she has not already exceeded the applicable monthly contribution ceiling) at the time
of the acquisition of the Shares. It is the Participant's responsibility to report and pay taxes resulting from
the sale of the Shares for a taxable gain or the receipt of any taxable dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those
Shares if Accenture, in its discretion, declares a dividend. Dividends received from profits earned after
31 December 2003 are not subject to tax in Slovakia. The Participant may be subject to U.S. federal back-
up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution
acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be
refundable to the Participant if the Participant files a U.S. non-resident income tax return.




                                                    - 69 -
SPANISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Spain as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Shares, purchases
or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Spanish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and social
contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price. If
the Shares purchased are held for more than three years from the purchase date all or part of the
difference may be exempt from income tax and social contributions (up to the equivalent to EUR 12,000 in
shares).

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold, the Participant will be subject to a flat tax rate of
18% on the difference between the sale proceeds and the fair market value of the Shares on the date of
purchase. Capital losses that are not used in the year of sale to offset capital gains may be carried forward
for four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Shares. It is the Participant's responsibility to report and pay any taxes resulting
from the sale of the Shares or the receipt of any dividends unless an exception to reporting applies.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or social contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax at 18% on
the difference between the sale proceeds and the fair market value of the Shares on the date of purchase.
Capital losses that are not used in the year of sale to offset capital gains may be carried forward for four
years.


                                                   - 70 -
Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or social contributions at the date of
purchase. It is the Participant's responsibility to report and pay taxes resulting from the sale of Shares or
the receipt of any dividends unless an exception to reporting applies.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent that he/she has not
already exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Shares acquired by him/her. If the Shares are held
for more than three years from the purchase date all or part of the fair market value of the Shares may be
exempt from income tax and social contributions (up to the equivalent to EUR 12.000 in shares).

Sale of Shares

If the Shares are acquired by the Participant are sold, the Participant will be subject to capital gains tax at a
flat rate of 18% on the difference between the sale proceeds and the fair market value of the Shares on the
date of acquisition. Capital losses that are not used in the year of sale to offset capital gains may be
carried forward for four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at
the time the Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from
the sale of Shares or the receipt of any dividends unless an exception to reporting applies.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Spain on
any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                     - 71 -
SWEDISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Sweden as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are Swedish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax on the
difference between the fair market value of the Shares on the date of purchase and the Purchase Price.
The Participant may also be subject to National Pension Contributions on this amount, provided the
Participant has not already exceeded the applicable contribution ceiling.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold the Participant will be subject to capital gains tax on
the difference between the sale proceeds and the fair market value of the Shares on the date of purchase.
Any loss realized on the sale of the Shares may be used first to offset any capital gains on shares, then a
specified percentage of the remaining loss may be used to offset any other capital gain and then any
further remaining loss may be used to offset earned income subject to certain limits.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and National Pension
Contributions (to the extent the Participant has not already exceeded the applicable contribution ceiling) at
the time he/she purchases Shares. It is the Participant's responsibility to report and pay taxes resulting
from the purchase of Shares, the sale of the Shares or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.

Purchase of Shares

When Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to
income tax or to National Pension Contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold the Participant will be subject to capital gains tax on the
difference between the sale proceeds and fair market value of the Shares on the date of purchase. Any
loss realized on the sale of the Shares may be used first to offset any capital gains on shares, then a



                                                   - 72 -
specified percentage of the remaining loss may be used to offset any other capital gain and then any
further remaining loss may be used to offset earned income, subject to certain limits.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Shares under the VEIP, the Participant's
employer will not be required to report income or withhold income tax or National Pension Contributions at
the date of purchase. It is the Participant's responsibility to report and pay taxes due from the purchase of
Shares, the sale of the Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and National Pension Contributions (to the extent he/she has
not already exceeded the applicable contribution ceiling) when Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Shares at the time the Shares are acquired.

Sale of Shares

If the Shares acquired by the Participant are sold the Participant will be subject to capital gains tax on the
difference between the sale proceeds and the fair market value of the Shares on the date of the acquisition
of Shares. Any loss realized on the sale of the Shares may be used first to offset any capital gains on
shares, then a specified percentage of the remaining loss may be used to offset any other capital gain and
then any further remaining loss may be used to offset earned income, subject to certain limits.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the Shares
are acquired. It is the Participant's responsibility to report and pay taxes resulting from the acquisition of
Shares, the sale of the Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Sweden
on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the
Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of
payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if
the Participant files a U.S. non-resident income tax return.




                                                   - 73 -
UNITED KINGDOM TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the United Kingdom
as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Shares, purchases or acquires Shares, sells Shares or receives dividends in respect of Shares.

The following applies only to Participants who are resident and ordinarily resident for tax purposes
in the United Kingdom. If the Participant is not resident and ordinarily resident for tax purposes in
the United Kingdom, the income and social tax information below may not be applicable.
Furthermore, this information is general in nature and does not cover all of the various laws, rules
and regulations that may apply. It may not apply to each Participant's particular tax or financial
situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.

1      ESPP
Enrollment in the ESPP

The Participant is not subject to tax or national insurance contributions when he/she enrolls in the ESPP or
a new Purchase Period begins.

Purchase of Shares

When Shares are purchased under the ESPP, the Participant will be subject to income tax and national
insurance contributions on the difference between the value of the Shares on the date of purchase and the
Purchase Price.

Sale of Shares

If the Shares purchased pursuant to the ESPP are sold and the difference between the sale proceeds and
the value of the Shares on the date of purchase exceeds a certain exempt amount, the Participant will be
subject to capital gains flat tax of 18% on the difference.

Any loss realized on the sale of the Shares may be used to offset other capital gains in the year of sale and
any unused loss may be carried forward to future years to offset any net capital gains in those years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and national insurance
contributions at the time he/she purchases the Shares. It is the Participant's responsibility to report and
pay any taxes resulting from the sale of the Shares or the receipt of any dividends.

2      VEIP
2.1    RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or national insurance contributions when he/she enrolls in the
VEIP or a new VEIP Year begins.

Purchase of Shares

When Shares are purchased under the VEIP, the Participant should not be subject to income tax or
national insurance contributions.

Sale of Shares

If the Shares acquired under the VEIP are sold and the difference between the sale proceeds and the value
of the Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to
capital gains flat tax of 18% on the difference.

Any loss realized on the sale of the Shares may be used to offset other capital gains in the year of sale and
any unused loss may be carried forward to future years to offset any net capital gains in those years.

                                                   - 74 -
Withholding and Reporting

Because there should be no tax due in connection with the purchase of Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or national insurance
contributions at the time the Shares are acquired. It is the Participant's responsibility to report and pay
taxes resulting from the sale of the Shares or the receipt of any dividends.

2.2     MATCHING RSUs

Grant

The Participant will not be subject to tax or national insurance contributions when Matching RSUs are
granted.

Vesting

The Participant will not be subject to tax or national insurance contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and national insurance contributions when Shares are
acquired by the Participant. The Participant will be taxed on the value of the Shares acquired by him/her,
generally on the date of vesting.

Sale of Shares

If the Shares acquired by the Participant are sold and the difference between the sale proceeds and the
value of the Shares on the date of acquisition exceeds a certain exempt amount, the Participant will be
subject to capital gains flat tax of 18% on the difference.

Any loss realized on the sale of the Shares may be used to offset other capital gains in the year of sale and
any unused loss may be carried forward to future years to offset any net capital gains in those years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and national insurance
contributions at the time the Shares are acquired. It is the Participant's responsibility to report and pay
taxes resulting from the sale of the Shares or the receipt of any dividends.

3       DIVIDENDS
Where Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those
Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in the
United Kingdom on any dividends received. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.




                                                     - 75 -
EXHIBITS
                             EXHIBIT I

ACCENTURE LIMITED 2001 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED ON
                          SEPTEMBER 4, 2001
                                                                       EXHIBIT 10.1
                ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
                         (As amended September 4, 2001)

1.       Purpose of the Plan

                  The purpose of the Plan is to give Eligible Employees of the Company and its
Subsidiaries the ability to share in the Company's future success. The Company expects that it
will benefit from the added interest which such Eligible Employees will have in the welfare of
the Company as a result of their increased equity interest in the Company's success.

2.       Definitions

               The following capitalized terms used in the Plan have the respective meanings set
forth in this Section:

               (a)     Act: The Securities Exchange Act of 1934, as amended, or any
                       ---
                       successor thereto.

               (b)     Beneficial Owner: A "beneficial owner", as such term is
                       ----------------
                       defined in Rule 13d-3 under the Act (or any successor rule
                       thereto).

               (c)     Board: The Board of Directors of the Company.
                       -----

               (d)     Change in Control: The occurrence of any of the following
                       -----------------
                       events:

                       (i) any Person (other than (A) a Person holding securities
                       representing 10% or more of the combined voting power of the
                       Company's outstanding securities as of the date that the
                       Company completes an initial public offering (a
                       "Pre-Existing Shareholder"), (B) the Company (if permitted
                       by relevant law), any trustee or other fiduciary holding
                       securities under an employee benefit plan of the Company, or
                       (C) any company owned, directly or indirectly, by the
                       shareholders of the Company in substantially the same
                       proportions as their ownership of shares of the Company),
                       becomes the Beneficial Owner, directly or indirectly, of
                       securities of the Company, representing (I) 20% or more of
                       the combined voting power of the Company's then-outstanding
                       securities and (II) more of the combined voting power of the
                       Company's then-outstanding securities than the Pre-Existing
                       Shareholders in the aggregate;

                       (ii) during any period of twenty-four consecutive months
                       (not including any period prior to the date that the Company
                       completes an initial public offering), individuals who at
                       the beginning of such period constitute the Board, and any
                       new director (other than a director nominated by any Person
                       (other than the Board) who publicly announces an intention
                       to take or to consider taking actions (including, but not
                       limited to, an actual or threatened proxy contest) which if
                       consummated would constitute a
                                                                  2
      Change in Control under (i), (iii) or (iv) of this Section
      2(d)) whose election by the Board or nomination for election
      by the Company's shareholders has been approved by a vote of
      at least two-thirds of the directors then still in office
      who either were directors at the beginning of the period or
      whose election or nomination for election was previously so
      approved, cease for any reason to constitute at least a
      majority thereof;

      (iii) the consummation of any transaction or series of
      transactions resulting in a merger, consolidation or
      amalgamation, in which the Company is involved, other than a
      merger, consolidation or amalgamation which would result in
      the shareholders of the Company immediately prior thereto
      continuing to own (either by remaining outstanding or by
      being converted into voting securities of the surviving
      entity), in the same proportion as immediately prior to the
      transaction(s), more than 50% of the combined voting power
      of the voting securities of the Company or such surviving
      entity outstanding immediately after such merger,
      consolidation or amalgamation; or

      (iv) the complete liquidation of the Company or the sale or
      disposition by the Company of all or substantially all of
      the Company's assets.

(e)   Code: The Internal Revenue Code of 1986, as amended, or any
      ----
      successor thereto.

(f)   Committee: A committee of the Board that has been designated
      ---------
      by the Board to administer the Plan.

(g)   Company: Accenture Ltd, an exempted company registered in
      --------
      Bermuda under Number EC 30090.

(h)   Compensation: Base salary, annual bonuses, commissions,
      -------------
      overtime and shift pay, in each case prior to reductions for
      pre-tax contributions made to a plan or salary reduction
      contributions to a plan excludable from income under
      Sections 125 or 402(g) of the Code. Notwithstanding the
      foregoing, Compensation shall exclude severance pay, stay-on
      bonuses, long-term bonuses, retirement income, Change in
      Control payments, contingent payments, income derived from
      share options, share appreciation rights and other
      equity-based compensation and other forms of special
      remuneration.

(i)   Effective Date: The date the Board and the shareholders of
      --------------
      the Company approve the Plan.

(j)   Eligible Employee: An individual who is eligible to
      --------------
      participate in the Plan pursuant to Section 5 of the Plan.
(k)   Fair Market Value: On a given date, (i) if there should be a
      ------------------
      public market for the Shares on such date, the arithmetic
      mean of the high and low prices
                                                                  3
      of the Shares as reported on such date on the Composite Tape
      of the principal national securities exchange on which such
      Shares are listed or admitted to trading, or, if the Shares
      are not listed or admitted on any national securities
      exchange, the arithmetic mean of the per Share closing bid
      price and per Share closing asked price on such date as
      quoted on the National Association of Securities Dealers
      Automated Quotation System (or such market in which such
      prices are regularly quoted) (the "NASDAQ"), or, if no sale
      of Shares shall have been reported on the Composite Tape of
      any national securities exchange or quoted on the NASDAQ on
      such date, then the immediately preceding date on which
      sales of the Shares have been so reported or quoted shall be
      used; and (ii) if there should not be a public market for
      the Shares on such date, the Fair Market Value shall be the
      value established by the Committee in good faith.
(l)   Maximum Share Amount: Subject to applicable law, the maximum
      --------------------
      number of Shares that a Participant may purchase on any
      given Purchase Date, as determined by the Committee in its
      sole discretion.

(m)   Offering Date: The first date of an Offering Period.
      -------------

(n)   Offering Period: A period of time established by the
      ---------------
      Committee from time to time not to exceed 27 months. The
      Offering Period may be evidenced by such documents as may be
      determined by the Committee in its sole discretion.
(o)   Option: A share option granted pursuant to Section 7 of the
      ------
      Plan.

(p)   Participant: An Eligible Employee who elects to participate
      -----------
      in the Plan pursuant to Section 6 of the Plan.
(q)   Participating Subsidiary: A Subsidiary of the Company that
      ------------------------
      is selected to participate in the Plan by the Committee in
      its sole discretion.

(r)   Payroll Deduction Account: An account to which payroll
      -------------------------
      deductions of a Participant, or other payments made by a
      Participant to the extent provided by the Committee, are
      credited under Section 9(c) of the Plan.
(s)   Person: A "person", as such term is used for purposes of
      ------
      Section 13(d) or 14(d) of the Act (or any successor section
      thereto).

(t)   Plan: The Accenture Ltd 2001 Employee Share Purchase Plan.
      ----

(u)   Plan Broker: A stock brokerage or other financial services
      -----------
      firm designated by the Committee in its sole discretion.
(v)   Purchase Date: The last date of an Offering Period, or such
      -------------
      earlier date as determined by the Committee in its sole
      discretion.
                                                                                     4
               (w)     Purchase Price: The purchase price per Share, as determined
                       --------------
                       pursuant to Section 8 of the Plan.

               (x)     Shares: Class A common shares of the Company.
                       ------

               (y)     Subsidiary: Any entity that, directly or indirectly, is
                       ----------
                       controlled by the Company, and any entity in which the
                       Company has a significant equity interest, in either case as
                       determined by the Committee; provided, however, that if the
                       Plan is intended to qualify as an "employee stock purchase
                       plan" within the meaning of Section 423(b) of the Code,
                       "Subsidiary" shall mean a "subsidiary corporation" as
                       defined in Section 424(f) of the Code (or any successor
                       section thereto).

               (z)     US$25,000 Limit: The calendar year limit defined in
                       ---------------
                       Section 9(a) of the Plan.

3.       Shares Subject to the Plan

                  The total number of Shares which may be issued or transferred under the Plan
is 75,000,000. The Shares may consist, in whole or in part, of unissued Shares or previously
issued Shares. The issuance or transfer of Shares pursuant to the Plan shall reduce the total
number of Shares available under the Plan.

4.       Administration

                  The Plan shall be administered by the Committee, which may delegate its duties
and powers in whole or in part as it determines; provided, however, that the Board may, in its
sole discretion, take any action designated to the Committee under this Plan as it may deem
necessary. The Committee is authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to
the extent the Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie within its sole
and absolute discretion and shall be final, conclusive and binding on all parties concerned
(including, but not limited to, Participants and their beneficiaries or successors).

5.       Eligibility

                  Any individual who is an employee of the Company or of a Participating
Subsidiary is eligible to participate in the Plan, except that the Committee may exclude (either
generally or by reference to a subset thereof) from participation:

               (a)     employees whose customary employment is twenty (20) hours or
                       less per week within the meaning of Section 423(b)(4)(B) of
                       the Code;
                                                                                   5
               (b)   employees whose customary employment is for not more than
                     five (5) months in any calendar year within the meaning of
                     Section 423(b)(4)(C) of the Code;

               (c)   employees who, if granted an Option would immediately
                     thereafter own shares possessing five percent (5%) or more
                     of the total combined voting power or value of all classes
                     of shares of the Company or of its parent or Subsidiary
                     corporation within the meaning of Section 423(b)(3) of the
                     Code. For purposes of this Section 5(c), the rules of
                     Section 424(d) of the Code shall apply in determining share
                     ownership of an individual, and Shares which the employee
                     may purchase under outstanding Options shall be treated as
                     Shares owned by the employee; and

               (d)   employees who are highly compensated employees within the
                     meaning of Section 414(q) of the Code.

6.       Election to Participate

                  The Committee shall set forth procedures pursuant to which Eligible Employees
may elect to participate in a given Offering Period under the Plan.

7.       Grant of Option on Enrollment

                  With respect to an Offering Period, each Participant shall be granted an
Option to subscribe for or purchase (as of the Purchase Date) a number of Shares equal to the
lesser of (i) the Maximum Share Amount or (ii) the number determined by dividing the amount
accumulated in such Participant's Payroll Deduction Account during such Offering Period by the
Purchase Price.
8.       Purchase Price

                  The Purchase Price at which a Share will be issued or sold for a given
Offering Period shall be established by the Committee, but shall in no event be less than
eighty-five percent (85%) of the lesser of:
               (a) the Fair Market Value of a Share on the Offering Date; or
               (b) the Fair Market Value of a Share on the Purchase Date.
9.       Payment of Purchase Price; Changes in Payroll Deductions; Issuance of
         Shares

               Subject to Sections 10 and 11 of the Plan:

               (a)   Unless otherwise determined by the Committee, payroll
                     deductions (to the extent permitted by applicable local law)
                     shall be made on each day that a Participant is paid during
                     an Offering Period. The total deductions during an Offering
                     Period shall be made as a percentage of the Participant's
                     Compensation paid during such Offering Period in one percent
                     (1%)
                                                                  6
      increments, from one percent (1%) to ten percent (10%) of
      such Participant's Compensation, as elected by the
      Participant; provided, however, that no Participant shall be
      permitted to purchase Shares under this Plan (or under any
      "employee stock purchase plan", within the meaning of
      Section 423(b) of the Code, of the Company or any of its
      Subsidiaries) with an aggregate Fair Market Value (as
      determined pursuant to Section 423 of the Code) in excess of
      US$25,000 for any one calendar year within the meaning of
      Section 423(b)(8) of the Code (the "US$25,000 Limit").
      Unless otherwise determined by the Committee, for a given
      Offering Period, payroll deductions shall commence on the
      Offering Date and shall end on the related Purchase Date,
      unless sooner altered or terminated as provided in the Plan.
(b)   A Participant shall not change the rate of payroll
      deductions once an Offering Period has commenced. The
      Committee shall specify procedures by which a Participant
      may increase or decrease the rate of payroll deductions for
      subsequent Offering Periods.

(c)   All payroll deductions made with respect to a Participant
      shall be credited to the Participant's Payroll Deduction
      Account under the Plan and shall be deposited with the
      general funds of the Company, and, to the extent permitted
      by applicable local law, no interest shall accrue on the
      amounts credited to such Payroll Deduction Account. All
      payroll deductions received or held by the Company may be
      used by the Company for any corporate purpose, and the
      Company shall not be obligated to segregate such payroll
      deductions, to the extent permitted by applicable local law.
      Except to the extent provided by the Committee, a
      Participant may not make any separate cash payments into
      such Participant's Payroll Deduction Account, and payment
      for Shares purchased under the Plan may not be made in any
      form other than by payroll deduction.

(d)   On each Purchase Date, the Company shall apply all funds
      then in the Participant's Payroll Deduction Account to
      purchase Shares (in whole and/or fractional Shares, as the
      case may be), up to the US$25,000 Limit or, if less, the
      Maximum Share Amount, pursuant to the Option granted on the
      Offering Date for that Offering Period. In the event the
      funds in the Participant's Payroll Deduction Account exceed
      the lesser of (i) the US$25,000 Limit or (ii) the amount
      necessary to purchase the Maximum Share Amount, such excess
      shall be returned, without interest (to the extent permitted
      by applicable local law), to the Participant. In the event
      that the number of Shares to be purchased by all
      Participants in any Offering Period exceeds the number of
      Shares then available for issuance under the Plan, (i) the
      Company shall make a pro rata allocation of the remaining
      Shares in as uniform a manner as shall be practicable and as
      the Committee shall, in its sole discretion, determine to be
      equitable and (ii) all funds not used to purchase Shares on
      the Purchase Date shall be
                                                                                  7
                      returned, without interest (to the extent permitted by
                      applicable local law), to the Participants.
               (e)    As soon as practicable following the end of each Offering
                      Period, the number of Shares purchased by each Participant
                      shall be deposited into an account established in the
                      Participant's name with the Plan Broker. Unless otherwise
                      permitted by the Committee in its sole discretion, dividends
                      that are declared on the Shares held in such account shall
                      be reinvested in whole or fractional Shares.
               (f)    At any time after the 24 month period following the relevant
                      Offering Date, the Participant may (i) transfer the
                      Participant's Shares to another brokerage account of the
                      Participant's choosing or (ii) request in writing that such
                      Shares be transferred to the Participant with respect to the
                      whole Shares in the Participant's Plan Broker account and
                      that any fractional Shares remaining in such account be paid
                      in cash to the Participant. The Committee may require, in
                      its sole discretion, that the Participant bear the cost of
                      transferring such Shares.

               (g)    The Participant shall have no interest or voting right in
                      the Shares covered by the Participant's Option until such
                      Option is exercised and the Shares in question are
                      registered in the name of the Participant.
10.      Withdrawal

                  Each Participant may withdraw from participation in respect of an Offering
Period or from the Plan under such terms and conditions as are established by the Committee in
its sole discretion. Upon a Participant's withdrawal from participation in respect of any
Offering Period or from the Plan, all accumulated payroll deductions in the Payroll Deduction
Account shall be returned, without interest (to the extent permitted by applicable local law),
to such Participant, and such Participant shall not be entitled to any Shares on the Purchase
Date or thereafter with respect to the Offering Period in effect at the time of such withdrawal.
Such Participant shall be permitted to participate in subsequent Offering Periods pursuant to
such terms and conditions established by the Committee in its sole discretion.

11.      Termination of Employment

                  A Participant shall cease to participate in the Plan upon the Participant's
termination of employment for any reason. All payroll deductions credited to the former
Participant's Payroll Deduction Account as of the date of such termination shall be (a) in the
event such termination is due to a transfer to a Subsidiary, applied to the purchase of Shares
on the next Purchase Date, or (b) in the event such termination is due to any reason other than
(a) above, returned, without interest (to the extent permitted by applicable local law), to such
former Participant or to the former Participant's designated beneficiary, as the case may be,
and such former Participant or beneficiary shall have no future rights in any unexercised
Options under the Plan, unless the former Participant again becomes an Eligible Employee.
                                                                               8
12.      Adjustments Upon Certain Events

                  Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Options granted under the Plan:

               (a)  Generally. In the event of any change in the outstanding
                    ---------
                    Shares after the Effective Date by reason of any Share
                    dividend or split, reorganization, recapitalization, merger,
                    consolidation, amalgamation, spin-off or combination
                    transaction or exchange of Shares or other corporate
                    exchange, or any distribution to shareholders of Shares
                    other than regular cash dividends or any transaction similar
                    to the foregoing, the Committee in its sole discretion and
                    without liability to any person may make such substitution
                    or adjustment, if any, as it deems to be equitable, as to
                    (i) the number or kind of Shares or other securities issued
                    or reserved for issuance pursuant to the Plan, (ii) the
                    number or kind of Shares or other securities subject to
                    outstanding Options, (iii) the Purchase Price and/or (iv)
                    any other affected terms of such Options.
               (b) Change in Control. In the event of a Change in Control, the
                    ------------------
                    Committee in its sole discretion and without liability to
                    any person may take such actions, if any, as it deems
                    necessary or desirable with respect to any Option as of the
                    date of the consummation of the Change in Control.
13.      Nontransferability

                  Options granted under the Plan shall not be transferable or assignable by the
Participant other than by will or by the laws of descent and distribution.

14.      No Right to Employment

                  The granting of an Option under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment of a Participant and shall not lessen or
affect the Company's or Subsidiary's right to terminate the employment of such Participant.

15.      Amendment or Termination of the Plan

                  The Plan shall continue until the earliest to occur of the following: (a)
termination of the Plan by the Board, (b) issuance of all of the Shares reserved for issuance
under the Plan, or (c) the tenth anniversary of the Effective Date. The Board may amend, alter
or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which (x)
without the approval of the shareholders of the Company, would (except as is provided in Section
12 of the Plan) increase the total number of Shares reserved for the purposes of the Plan or (y)
without the consent of a Participant, would impair any of the rights or obligations under any
Option theretofore granted to such Participant under the Plan; provided, however, that the
Committee may amend the Plan in such manner as it deems necessary to permit the granting of
Options meeting the requirements of the Code or other applicable laws.
                                                                               9
16.      Tax Withholding

                  The Company shall have the right to withhold from a Participant such
withholding taxes as may be required by federal, state, local or other law, or to otherwise
require the Participant to pay such withholding taxes. Unless the Committee specifies otherwise,
a Participant may elect to pay a portion or all of such withholding taxes by (a) delivery of
Shares; provided that such Shares have been held by the Participant for no less than six months
(or such other period as established from time to time by the Committee or generally accepted
accounting principles), or (b) having Shares equal to the minimum statutory withholding rate
withheld by the Company from any Shares that otherwise would have been received by the
Participant.

17.      International Participants

                   With respect to employees of the Company or any entity that, directly or
indirectly, is controlled by the Company, and any entity in which the Company has a significant
equity interest, in either case as determined by the Committee, who reside or work outside the
United States of America, the Committee may, in its sole discretion, amend the terms of the Plan
with respect to such employees in order to conform such terms with the provisions of local law,
and the Committee may, where appropriate, establish one or more plans to reflect such amended or
varied provisions.

18.      Notices

                  All notices and other communications hereunder shall be in writing and hand
delivered or mailed by registered or certified mail (return receipt requested) or sent by any
means of electronic message transmission with delivery confirmed (by voice or otherwise) to the
Company in care of its General Counsel at:

                   Accenture Ltd
                   1661 Page Mill Road
                   Palo Alto, CA 94304
                   Telecopy: (650) 213-2956
                   Attn: General Counsel

(or, if different, the then current principal business address of the duly appointed General
Counsel of the Company) and to the Participant at the address appearing in the personnel records
of the Company for the Participant or to either party at such other address as either party
hereto may hereafter designate in writing to the other. Any such notice shall be deemed
effective upon receipt thereof by the addressee.

19.      Choice of Law

                  The Plan shall be governed by and construed in accordance with the laws of the
State of New York without regard to the conflicts of laws provisions thereof.

20.      Effectiveness of the Plan

                   The Plan shall be effective as of the Effective Date.
                           EXHIBIT II

ACCENTURE LIMITED 2001 SHARE INCENTIVE PLAN, AS OF JUNE 5, 2001
                                                                                                                           Exhibit 10.3

                                       ACCENTURE LTD 2001 SHARE INCENTIVE PLAN

1.             Purpose of the Plan
            The purpose of the Plan is to aid the Company and its Affiliates in recruiting, retaining and rewarding key employees,
Former Partners, Former U.S. Employees, directors, consultants or other Persons of outstanding ability and to motivate such
employees, Former Partners, Former U.S. Employees, directors, consultants or Persons who perform services for the Company or
an Affiliate to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added interest which such key employees, Former Partners, Former
U.S. Employees, directors, consultants or other Persons will have in the welfare of the Company as a result of their proprietary
interest in the Company's success.
2.             Definitions
             The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
       (a)        Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

       (b)        Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with, the Company
                  or any other entity designated by the Board in which the Company or an Affiliate has an interest.

       (c)        Award: An Option, Share Appreciation Right or Other Share-Based Award granted pursuant to the Plan.

       (d)        Beneficial Owner: A "beneficial owner", as such term is defined in Rule 13d-3 under the Act (or any successor
                  rule thereto).

       (e)        Board: The Board of Directors of the Company.

       (f)        Change in Control: The occurrence of any of the following events:
                  (i) any Person (other than (A) a Person holding securities representing 10% or more of the combined voting
                  power of the Company's outstanding securities as of the date that the Company completes an initial public
                  offering (a "Pre-Existing Shareholder"), (B) the Company (if permitted by relevant law), any trustee or other
                  fiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directly
                  or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of
                  shares of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company,
                  representing (I) 20% or more of the combined voting power of the Company's then-outstanding securities and
                  (II) more of the combined voting power of the Company's then-outstanding securities than the Pre-Existing
                  Shareholders in the aggregate;

                    (ii) during any period of twenty-four consecutive months (not including any period prior to the date that the
                    Company completes an initial public offering), individuals who at the beginning of such period constitute the
                    Board, and any new director (other than a director nominated by any Person (other than the Board) who publicly
                    announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened
                    proxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section
                    2(f)) whose election by the Board or nomination for election by the Company's shareholders has been approved
                    by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of
                    the period or whose election or nomination for election was previously so approved, cease for any reason to
                    constitute at least a majority thereof;
                    (iii) the consummation of any transaction or series of transactions resulting in a merger, consolidation or
                    amalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation which
                    would result in the shareholders of the Company immediately prior thereto continuing to own (either by
                    remaining outstanding or by being converted into voting securities of the surviving entity), in the same
                    proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting
                    securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or
                    amalgamation; or

                    (iv) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all
                    of the Company's assets.

         (g)        Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

         (h)        Committee: A committee of the Board that has been designated by the Board to administer the Plan.

         (i)        Company: Accenture Ltd, an exempted company registered in Bermuda under Number EC 30090.

         (j)        Effective Date: June 5, 2001.
         (k)       Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such date, the
                   arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the
                   principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are
                   not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price
                   and per Share closing asked price on such date as quoted on the National Association of Securities Dealers
                   Automated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, if
                   no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted
                   on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so
                   reported or quoted shall be used; provided that, in the event of an initial public offering of the Shares of the
                   Company, the Fair Market Value on the date of such initial public offering shall be the price at which the initial
                   public offering was made; and (ii) if there should not be a public market for the Shares on such date, the Fair
                   Market Value shall be the value established by the Committee in good faith.

         (l)       Former Partner: An individual who is a former partner of a predecessor of the Company, an Affiliate or a
                   predecessor of an Affiliate.

         (m)       Former U.S. Employee: An individual who is a former employee of the Company or an Affiliate, or a
                   predecessor of either the Company or an Affiliate, and who was primarily employed at a location inside the
                   United States.

         (n)       Grant Price: The purchase price per Share under the terms of an Option, as determined pursuant to Section 6(a)
                   of the Plan.

         (o)       ISO: An Option that is also an incentive stock option, as described in Section 422 of the Code, granted pursuant
                   to Section 6(c) of the Plan.

         (p)       LSAR: A limited share appreciation right granted pursuant to Section 7(d) of the Plan.

         (q)       Option: A share option granted pursuant to Section 6 of the Plan.

         (r)       Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan.

         (s)       Participant: An employee, Former Partner, Former U.S. Employee, director, or consultant of, or any Person who
                   performs services for, the Company or an Affiliate who is selected by the Committee to participate in the Plan.

         (t)       Person: A "person", as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor
                   section thereto).

         (u)       Plan: The Accenture Ltd 2001 Share Incentive Plan.

         (v)       RSU: A restricted share unit, granted pursuant to Section 8 of the Plan, that represents the right to receive a
                   Share.

         (w)       Shares: Class A common shares of the Company.

         (x)       Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan.

         (y)       Subsidiary: A "subsidiary corporation" as defined in Section 424(f) of the Code (or any successor section
                   thereto).

3.             Shares Subject to the Plan
           The total number of Shares that may be used to satisfy Awards under the Plan is 375,000,000. The Shares may consist,
in whole or in part, of unissued Shares or previously-issued Shares. The issuance or transfer of Shares or the payment of cash to a
Participant upon the exercise or payment of an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares that are subject to Awards which terminate, lapse or are cancelled may again be used to satisfy Awards under
the Plan.

4.             Administration
            The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part as it
determines; provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under this
Plan as it may deem necessary. The Committee may grant Awards under this Plan only to Participants; provided that Awards may
also, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by the Company or its Affiliates or a company that becomes an Affiliate. The number of Shares underlying
such substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The
Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to
make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein,
shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but
not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to
establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and
conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require
payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes of any relevant
jurisdiction as a result of the granting, vesting or exercise of an Award, the delivery of cash or Shares pursuant to an Award, or
upon the sale of Shares acquired by the granting, vesting or exercise of an Award.

5.             Limitations

          No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore
granted may extend beyond that date.

6.             Terms and Conditions of Options
           Options granted under the Plan shall be, as determined by the Committee, non-qualified stock options or ISOs for
United States federal income tax purposes (or other types of Options in jurisdictions outside the United States), as evidenced by
the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms
and conditions, not inconsistent therewith, as the Committee shall determine:

         (a)       Grant Price; Exercisability. Options granted under the Plan shall have a Grant Price, and shall be exercisable at
                   such time and upon such terms and conditions, as may be determined by the Committee.
         (b)       Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be
                   exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this
                   Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received
                   by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii) or
                   (iii) in the following sentence. Except as otherwise provided in an Award agreement, the purchase price for the
                   Shares as to which an Option is exercised shall be paid in full at the time of exercise at the election of the
                   Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, by
                   transferring Shares having a Fair Market Value equal to the aggregate Grant Price for the Shares being purchased
                   to a nominee of the Company and satisfying such other requirements as may be imposed by the Committee;
                   provided, that such Shares have been held by the Participant for no less than six months (or such other period as
                   established from time to time by the Committee or generally accepted accounting principles), (iii) partly in cash
                   and, to the extent permitted by the Committee, partly in such Shares or (iv) through the delivery of irrevocable
                   instructions to a broker to sell Shares obtained upon the exercise of the Option and deliver promptly to the
                   Company an amount out of the proceeds of such sale equal to the aggregate Grant Price for the Shares being
                   purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to
                   Shares subject to an Option until the Participant has given written notice of exercise of the Option, the
                   Participant has paid in full for such Shares, the Shares in question have been registered in the Company's register
                   of shareholders and, if applicable, the Participant has satisfied any other conditions imposed by the Committee
                   pursuant to the Plan.
         (c)       ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. No ISO shall have a per
                   Share Grant Price of less than the Fair Market Value of a Share on the date granted or have a term in excess of
                   ten years; provided, however, that no ISO may be granted to any Participant who at the time of such grant, owns
                   more than ten percent of the total combined voting power of all classes of shares of the Company or of any
                   Subsidiary, unless (i) the Grant Price for such ISO is at least 110% of the Fair Market Value of a Share on the
                   date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding
                   the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired
                   upon the exercise of an ISO either (A) within two years after the date of grant of such ISO or (B) within one year
                   after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the
                   amount realized upon such disposition.

         (d)       Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the
                   Grant Price by delivering Shares to a nominee of the Company, the Participant may, subject to procedures
                   satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of
                   such Shares, in which case the Company shall treat the Option as exercised without further payment and shall
                   withhold such number of Shares from the Shares acquired by the exercise of the Option.

7.             Terms and Conditions of Share Appreciation Rights
         (a)       Grants. The Committee also may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share
                   Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted
                   pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at
                   any time prior to the exercise or cancellation of the related Option, (B) shall cover the same Shares covered by an
                   Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same
                   terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7
                   (or such additional limitations as may be included in an Award agreement).

         (b)
                  Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the
                  Committee. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon
                  exercise to a payment from the Company of an amount equal to (i) the excess of (A) the Fair Market Value on
                  the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by
                  the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion
                  thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof,
                  and to receive from the Company in exchange therefor an amount equal to (I) the excess of (x) the Fair Market
                  Value on the exercise date of one Share over (y) the Grant Price per Share, times (II) the number of Shares
                  covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the
                  Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in
                  cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. If the
                  payment is made, in whole or in part, in newly issued Shares, the Participant shall agree to pay to the Company
                  the aggregate par value of such Shares. Share Appreciation Rights may be exercised from time to time upon
                  actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which
                  the Share Appreciation Right is being exercised. No fractional Shares will be issued in payment for Share
                  Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the
                  number of Shares will be rounded downward to the next whole Share.

         (c)      Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or
                  transferability of Share Appreciation Rights as it may deem fit.

         (d)      Limited Share Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence
                  of specified contingent events. Such LSARs may provide for a different method of determining appreciation,
                  specify that payment will be made only in cash and provide that any related Awards are not exercisable while
                  such LSARs are exercisable. Unless the context otherwise requires, whenever the term "Share Appreciation
                  Right" is used in the Plan, such term shall include LSARs.

8.             Other Share-Based Awards
           The Committee, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares, Awards of RSUs and
other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares
("Other Share-Based Awards"). Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the
Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of
such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance
objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to
the provisions of the Plan, the Committee shall determine: (i) to whom and when Other Share-Based Awards will be made; (ii) the
number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; (iii) whether such Other Share-
Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (iv) all other terms and conditions of such
Other Share-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so
awarded and issued shall be fully paid and non-assessable). If any Award is satisfied, in whole or in part, in newly issued Shares, it
will be a condition of issue that the Participant agrees to pay to the Company the aggregate par value of such Shares.

9.             Adjustments Upon Certain Events

          Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards
granted under the Plan:
         (a)      Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share
                  dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination
                  transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares
                  other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion
                  and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable,
                  as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or
                  pursuant to outstanding Awards, (ii) the Grant Price or exercise price of any Share Appreciation Right and/or
                  (iii) any other affected terms of any Award.
         (b)      Change in Control. In the event of a Change in Control after the Effective Date, the Committee may, in its sole
                  discretion, provide for the termination of an Award upon the consummation of the Change in Control and (x) the
                  payment of a cash amount in exchange for the cancellation of an Award which, in the case of Options and Share
                  Appreciation Rights, may equal the excess, if any, of the Fair Market Value of the Shares subject to such
                  Options or Share Appreciation Rights over the aggregate exercise price of such Options or Share Appreciation
                  Rights, and/or (y) the issuance of substitute Awards that will substantially preserve the otherwise applicable
                  terms of any affected Awards previously granted hereunder.

10.             No Right to Employment or Awards

           The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the
employment or service or consulting relationship of a Participant and shall not lessen or affect the Company's or Affiliate's right to
terminate the employment or service or consulting relationship of such Participant. No Participant or other person shall have any
claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of
Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need
not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11.           Successors and Assigns

            The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation,
the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant's creditors.

12.           Nontransferability of Awards

           Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant
other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the Participant.

13.           Amendments or Termination

            The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made
which (a) without the approval of the shareholders of the Company, would (except as provided in Section 9 of the Plan) increase
the total number of Shares reserved for the purposes of the Plan, or (b) without the consent of a Participant, would diminish any of
the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the
Committee may amend the Plan in such manner as it deems necessary to permit Awards to meet the requirements of the Code or
other applicable laws.

14.           International Participants

           With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole
discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the
provisions of local law, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or
varied provisions.

15.           Choice of Law

           The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard to
conflicts of laws.

16.           Effectiveness of the Plan

          The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.
                                  EXHIBIT III

INFORMATION STATEMENT, FILED BY ACCENTURE SCA WITH THE SEC ON OCTOBER 16, 2008
                                                    UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                                               Washington, D.C. 20549
                                       SCHEDULE 14C INFORMATION
                                               Information Statement Pursuant to Section 14(c)
                                                    of the Securities Exchange Act of 1934
Check the appropriate box:
        Preliminary Information Statement
        Confidential, for Use of the Commission Only (as permitted by Rule 14c−5(d)(2))
        Definitive Information Statement

                                                          Accenture SCA
                                                      (Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
          No fee required
          Fee computed on table below per Exchange Act Rules 14c−5(g) and 0−11
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0−11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

         Fee paid previously with preliminary materials.
        Check box if any part of the fee is offset as provided by Exchange Act Rule 0−11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
                                                                     ACCENTURE SCA

                                                     Notice of Annual General Meeting of Shareholders
                                                              to be held on November 17, 2008
   The shareholders of Accenture SCA, a Luxembourg partnership limited by shares (société en commandite par actions) registered with the Luxembourg
Trade and Companies Register under the number B 79 874, with registered and principal executive offices at 46A, avenue J.F. Kennedy L−1855
Luxembourg (“Accenture SCA”), are cordially invited to attend the
                                                             ANNUAL GENERAL MEETING
which will be held on November 17, 2008, at 12:00 noon, local time, at the offices of Allen & Overy Luxembourg at 33 avenue J.F. Kennedy L−1855
Luxembourg with the following agenda:
   1.    Presentation of (i) the report on the annual accounts issued by the general partner of Accenture SCA, (ii) the report of the commissaire aux
         comptes of Accenture SCA, and (iii) the report of the external auditor (réviseur d’entreprises) of Accenture SCA for the year ended August 31,
         2008;

   2.    Approval of (i) the balance sheet, (ii) the profit and loss accounts, and (iii) the notes to the accounts of Accenture SCA as of and for the year ended
         August 31, 2008;

   3.    Allocation of the results of Accenture SCA as of and for the year ended August 31, 2008 and, without prejudice to the terms of Article 5 paragraph
         5 of Accenture SCA’s articles of association, declaration of a cash dividend in a per share amount of USD $0.50 to each holder of a Class I
         common share of Accenture SCA of record as of October 7, 2008 and authorization to the general partner of Accenture SCA to determine any
         applicable terms in respect of the payment of the dividend;

   4.    Discharge of the respective duties of the general partner of Accenture SCA, the commissaire aux comptes and the external auditor in connection
         with the year ended August 31, 2008;

   5.    Re−appointment of KPMG S.à r.l. as the external auditor of Accenture SCA on a stand−alone basis for the year ending August 31, 2009, subject to
         approval by the Audit Committee of the general partner of Accenture SCA of the engagement of KPMG S.à r.l. as the external auditor of
         Accenture SCA, in satisfaction of the Luxembourg law requirement that Accenture SCA’s shareholders appoint a supervisory board or external
         auditor of Accenture SCA’s annual accounts;

   6.    Re−appointment of KPMG LLP as the independent auditor of Accenture SCA on a consolidated basis with its subsidiaries for the year ending
         August 31, 2009, subject to approval by the Audit Committee of the general partner of Accenture SCA of the engagement of KPMG LLP as the
         independent auditor of Accenture SCA; and

   7.     Acknowledgement of the recording by way of notarial deed of the reclassification of Class I common shares into Class III common shares of
          Accenture SCA in the period from October 10, 2007 up to and including October 7, 2008.
The foregoing items of business are more fully described in the information statement accompanying this notice.
    Shareholders may obtain, free of charge, copies of (a) the stand−alone (i) balance sheet, (ii) profit and loss accounts, and (iii) notes to the accounts of
Accenture SCA for the year ended August 31, 2008, (b) the list of securities held by Accenture SCA, (c) the list of shareholders, if any, who have not fully
paid up their shares with an indication of the number of shares and their contact details, (d) the report of the general partner of Accenture SCA, (e) the report
of the external auditor, (f) the report of the commissaire aux comptes, and (g) the consolidated accounts of Accenture SCA by making a written request to
the general partner of Accenture SCA at Accenture Ltd, 50 W. San Fernando Street, San Jose, CA 95113, United States of America, Attention: Secretary or
at Accenture SCA’s registered office at 46A, avenue J.F. Kennedy L−1855 in Luxembourg.
    The general partner of Accenture SCA has fixed 11:59 p.m., local time in Luxembourg on October 7, 2008 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting. This means that only those persons who were registered holders in Luxembourg of Accenture
SCA Class I common shares, Class II common shares or Class III common shares
                                                                                 2
(including the Class III letter shares) at such time on that date will be entitled to receive notice of the meeting and to attend and vote at the meeting.
   The general partner of Accenture SCA is not asking you for a proxy in connection with the annual general meeting and you are requested not to
send us a proxy.
                                                                                    ACCENTURE LTD,
                                                                                    acting as general partner of Accenture SCA
Dated: October 16, 2008
                                                                                   3
                                                           TABLE OF CONTENTS

                                                                               Page
General Information                                                              5
Items of Business for the Annual General Meeting                                 6
Security Ownership of Certain Beneficial Owners and Management                   7
Independent Auditors’ Fees                                                      10
Other Matters                                                                   10
                                                                   4
                                                             INFORMATION STATEMENT

                                                         GENERAL INFORMATION
                                                WE ARE NOT ASKING YOU FOR A PROXY AND
                                               YOU ARE REQUESTED NOT TO SEND US A PROXY.
Date, Time and Place
    This information statement is provided to the shareholders of Accenture SCA, a Luxembourg partnership limited by shares with registered and principal
executive offices at 46A, avenue J.F. Kennedy L−1855 Luxembourg (“Accenture SCA”), in connection with the annual general meeting of Accenture
SCA’s shareholders to be held at 12:00 noon local time on November 17, 2008 (the “Annual General Meeting”). The Annual General Meeting will be held
at the offices of Allen & Overy Luxembourg at 33 avenue J.F. Kennedy L−1855 Luxembourg. This information statement is first being sent to shareholders
on or about October 16, 2008.
Who Can Vote; Votes Per Share
    All persons who are registered holders of Accenture SCA Class I common shares, Class II common shares or Class III common shares (together with the
Class III letter shares, the “Class III common shares”) at 11:59 p.m., local time in Luxembourg, on October 7, 2008 are shareholders of record for the
purposes of the Annual General Meeting and will be entitled to vote at the Annual General Meeting. As of the close of business on that date, there were
outstanding 138,959,879 Class I common shares held by 1,703 shareholders of record, 470,958,308 Class II common shares, all of which are held by
Accenture Ltd, the general partner of Accenture SCA (together with its controlled subsidiaries, “Accenture”), and 583,309,583 Class III common shares
(which number does not include issued shares held by Accenture SCA and/or its subsidiaries), all of which are also held by Accenture Ltd. These
shareholders of record will be entitled to one vote per Class I common share, Class II common share and Class III common share on all matters submitted to
a vote of shareholders, so long as those votes are represented at the Annual General Meeting. Your shares will be represented if you attend and vote at the
Annual General Meeting in person or by proxy.
Quorum and Voting Requirements
    There are seven ordinary items to be considered at the Annual General Meeting.
    Under Luxembourg law and Accenture SCA’s articles of association, there are no quorum requirements for ordinary items on the agenda of the Annual
General Meeting. In order to be approved, ordinary items being considered require the affirmative vote of a majority of the votes cast. Abstentions will not
affect the voting results.
    The general partner of Accenture SCA, Accenture Ltd, intends to vote all of the Class II common shares and Class III common shares that it holds in
favor of approving each of the proposals to be voted upon at the Annual General Meeting. It is anticipated that Accenture Ltd shall hold at least 88% of the
aggregate outstanding Accenture SCA Class I common shares, Class II common shares and Class III common shares as of October 7, 2008 and therefore
will have the power, acting by itself, to approve all matters scheduled to be voted upon at the Annual General Meeting.
                                                                                5
                                            ITEMS OF BUSINESS FOR THE ANNUAL GENERAL MEETING
    The agenda for the Annual General Meeting includes the following items of business:
Item No. 1—Presentation of the Annual Accounts, the Report of the Commissaire aux Comptes and the Report of the External Auditor
    At the Annual General Meeting, the shareholders will be presented (i) the report on the annual accounts issued by the general partner of Accenture SCA,
(ii) the report of the commissaire aux comptes of Accenture SCA, and (iii) the report of the external auditor (réviseur d’entreprises) of Accenture SCA for
the year ended August 31, 2008.
Item No. 2—Approval of the Financial Statements of Accenture SCA as of and for the Year Ended August 31, 2008
    At the Annual General Meeting, the shareholders of Accenture SCA will vote on the approval of the balance sheet, the profit and loss accounts, the notes
to the accounts and the allocation of the results of Accenture SCA as of and for the year ended August 31, 2008.
Item No. 3—Allocation of the Results of Accenture SCA as of and for the Year Ended August 31, 2008 and Declaration of a Per Share Cash
Dividend of USD $0.50 on Class I Common Shares
    At the Annual General Meeting, the shareholders of Accenture SCA will vote on the question of whether to authorize the payment of a per share cash
dividend of USD $0.50 on the Class I common shares to shareholders of record as of October 7, 2008, in the manner provided in Article 5 of Accenture
SCA’s articles of association.
    Following the allocation of net profits to the payment of any dividend voted on above, the balance of the net profits will be allocated to the distributable
reserves of Accenture SCA.
Item No. 4—Discharge of the Respective Duties of the General Partner of Accenture SCA, Commissaire aux Comptes and External Auditor
    At the Annual General Meeting, the shareholders of Accenture SCA will vote on the discharge of the respective duties of the general partner of
Accenture SCA, the commissaire aux comptes and the external auditor in connection with the year ended August 31, 2008.
Item No. 5—Re−Appointment of KPMG S.à r.l. as External Auditor of Accenture SCA on a Stand−Alone Basis
    At the Annual General Meeting, the shareholders of Accenture SCA will vote on the re−appointment of KPMG S.à r.l. as the external auditor of
Accenture SCA on a stand−alone basis for the year ending August 31, 2009, subject to approval by the Audit Committee of the general partner of Accenture
SCA of the engagement of KPMG S.à r.l. as the external auditor of Accenture SCA, in satisfaction of the Luxembourg law requirement that Accenture
SCA’s shareholders appoint a supervisory board or external auditor of Accenture SCA’s annual accounts.
Item No. 6—Re−Appointment of KPMG LLP as Independent Auditor of Accenture SCA
    At the Annual General Meeting, the shareholders of Accenture SCA will vote on the re−appointment of KPMG LLP as independent auditor of Accenture
SCA on a consolidated basis with its subsidiaries for the year ending August 31, 2009, subject to approval by the Audit Committee of the general partner of
Accenture SCA of the engagement of KPMG LLP as the independent auditor of Accenture SCA.
    No representative of KPMG LLP is expected to attend the Annual General Meeting.
Item No. 7—Acknowledgement of the Recording of the Reclassification of Class I Common Shares into Class III Common Shares
                                                                               6
    At the Annual General Meeting, the shareholders of Accenture SCA will acknowledge the recording made by way of notarial deed by representatives of
Accenture Ltd, as the general partner of Accenture SCA, of the reclassification of Class I common shares into Class III common shares of Accenture SCA
in the period from October 10, 2007 up to and including October 7, 2008.
    The shareholders will also vote on any other business that properly comes before the Annual General Meeting.
                              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of More than Five Percent
    As of October 7, 2008, the only person known by Accenture SCA to be a beneficial owner of more than 5% of Accenture SCA’s Class I common shares,
Class II common shares or Class III common shares was as follows:

                                         Class I common shares                    Class II common shares                      Class III common shares
Name and                                 shares      % of shares                  shares          % of shares                 shares           % of shares
Address of                             beneficially  beneficially               beneficially      beneficially              beneficially       beneficially
Beneficial Owner                         owned          owned                     owned              owned                    owned              owned
Accenture Ltd
   Canon’s Court
   22 Victoria Street
   Hamilton HM12,
   Bermuda                                    0                 0%             470,958,308(1)            100%(1)           583,309,583(1)            100%(1)
(1)                                                                                          In addition, Accenture Ltd may be deemed to beneficially own
                                                                                             15,708,956 Class II common shares and 267,101,712 Class III
                                                                                             common shares held by Accenture SCA and wholly−owned
                                                                                             subsidiaries of Accenture SCA. Under Luxembourg law, shares
                                                                                             of Accenture SCA held by Accenture SCA or any of its direct or
                                                                                             indirect subsidiaries may not be voted at meetings of the
                                                                                             shareholders of Accenture SCA.
Beneficial Ownership of Directors and Executive Officers of Accenture Ltd
   The following table sets forth, as of October 7, 2008, information regarding beneficial ownership of Accenture Ltd Class A common shares and Class X
common shares and Accenture SCA Class I common shares held by (1) each of Accenture Ltd’s directors, Accenture Ltd’s chief executive officer,
Accenture Ltd’s chief financial officer and each other person who served as an executive officer of Accenture Ltd at the end of fiscal 2008 and (2) all of the
current directors and executive officers of Accenture Ltd as a group. To our knowledge, except as otherwise indicated, each person listed below has sole
voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is
determined in accordance with Rule 13d−3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have
“beneficial ownership” of any shares that such person has the right to acquire within 60 days after October 7, 2008.

                                                                                                                                                  Percentage
                                                                                                                                                      of the
                                                                                                                                                 total number
                                                                                                                                                   of Class A
                                    Accenture SCA Class I                Accenture Ltd Class A                 Accenture Ltd Class X              and Class X
                                       common shares                        common shares                          common shares                    common
                                    shares        % shares               shares         % shares               shares         % shares               shares
                                  beneficially   beneficially          beneficially    beneficially          beneficially    beneficially         beneficially
Name(1)                             owned          owned                 owned           owned                 owned           owned                 owned

William D. Green(2)(3)(4)           177,546                 *             322,923                **            177,546               ***               ****
Dina Dublon(5)                           —                 —               68,436                **                 —                 —                ****
Dennis F. Hightower                      —                 —                6,135                **                 —                 —                ****
Nobuyuki Idei                            —                 —                   —                —                   —                 —                ****
William L. Kimsey(6)                     —                 —               42,229                **                 —                 —                ****
Robert I. Lipp(5)                        —                 —              208,445                **                 —                 —                ****
Marjorie Magner                          —                 —                   —                —                   —                 —                ****
Blythe J. McGarvie(7)                    —                 —               30,738                **                 —                 —                ****
Mark Moody−Stuart(5)                     —                 —               80,954                **                 —                 —                ****
                                                                              7
                                                                                                                                     Percentage
                                                                                                                                         of the
                                                                                                                                    total number
                                                                                                                                      of Class A
                                 Accenture SCA Class I         Accenture Ltd Class A              Accenture Ltd Class X              and Class X
                                    common shares                 common shares                      common shares                     common
                                 shares        % shares        shares         % shares            shares         % shares               shares
                               beneficially   beneficially   beneficially    beneficially       beneficially    beneficially         beneficially
Name(1)                          owned          owned          owned            owned             owned           owned                 owned
Wulf von Schimmelmann(7)                —          —             21,135             **                  —            —                      ****
Karl−Heinz Flöther(8)(9)                —          —            293,524             **                  —            —                      ****
Mark Foster(9)(10)                      —          —            337,539             **                  —            —                      ****
Lisa Mascolo (2)(11)(12)          166,565            *           39,027             **             166,565          ***                     ****
Stephen J.
   Rohleder(2)(13)(14)           106,383            *           117,589             **             106,383              ***                ****
Douglas G. Scrivner(2)           308,094            *            17,182             **             308,094              ***                ****
Robert N. Frerichs(2)(9)(15)      53,246            *           100,889             **              53,246              ***                ****
Pamela Craig(2)(16)              430,161            *            33,681             **             380,161              ***                ****
Kevin Campbell                        —            —                 —             —                    —                —                 ****
Gianfranco Casati(2)(17)         245,857            *            27,985             **                  —                —                 ****
Martin Cole(2)(9)(16)            181,417            *            93,911             **             181,417              ***                ****
Anthony Coughlan(2)(12)          199,628            *            27,851             **             135,299              ***                ****
Pierre Nanterme (2)(18)          191,597            *            16,237             **             191,597              ***                ****
Alexander van’t
   Noordende(19)                      —            —            206,637             **                   —               —                 ****
All current directors and
   executive officers as a
   group (23 persons)           2,017,951          1.5%       2,057,036             **           1,533,743              1.3%               ****
*                                                                               Less than 1% of Accenture SCA’s Class I common shares
                                                                                outstanding.

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

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

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

(1)                                                                             Address for all persons listed is c/o Accenture, 50 W. San
                                                                                Fernando Street, San Jose, CA 95113, USA.

(2)                                                                             Subject to the provisions of its articles of association, Accenture
                                                                                SCA is obligated, at the option of the holder of its shares and at
                                                                                any time, to redeem any outstanding Accenture SCA Class I
                                                                                common shares held by the holder. The redemption price per
                                                                                share generally is equal to the market price of an Accenture Ltd
                                                                                Class A common share at the time of the redemption. Accenture
                                                                                SCA has the option to pay this redemption price with cash or by
                                                                                delivering Accenture Ltd Class A common shares generally on a
                                                                                one−for−one basis as provided for in the articles of association
                                                                                of Accenture SCA. Each time an Accenture SCA Class I
                                                                                common share is redeemed from a holder, Accenture Ltd has the
                                                                                option, and intends to, redeem an Accenture Ltd Class X
                                                                                common share from that holder, for a redemption price equal to
                                                                                the par value of the Accenture Ltd Class X common share, or
                                                                                $.0000225. All Accenture SCA Class I common shares owned
                                                                                by the officer have been pledged to secure any non−compete
                                                                                obligations owing to Accenture SCA.

(3)                                                                             Includes 30,720 Accenture Ltd Class A common shares that
                                                                                could be acquired through the exercise of share options within
                                                                                60 days from October 7, 2008.

(4)                                                                             Includes 139,358 Accenture Ltd Class A common shares
                                                                                expected to be distributed within 60 days from October 7, 2008
                                                                                upon the vesting of certain performance−based restricted share
                                                                                units previously awarded to the officer. The vesting of the
                                                                                restricted share units is subject to written certification by the
                                                                                Compensation Committee of Accenture Ltd of the achievement
                                                                                of specified performance objectives, which is expected to occur
                                                                                on or about October 22, 2008.

(5)                                                                             Includes 55,000 Accenture Ltd Class A common shares that
                                                                                could be acquired through the exercise of share options within
                                                                                60 days from October 7, 2008.

(6)                                                                             Includes 35,000 Accenture Ltd Class A common shares that
                                                                                could be acquired through the exercise of share options within
                                                                                60 days from October 7, 2008.
                                                                   8
(7)        Includes 20,000 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008.

(8)        Includes 28,975 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008. Includes 121,587 Accenture Ltd
           Class A common shares owned by the officer that have been
           pledged to secure any non−compete obligations owing to
           Accenture Ltd.

(9)        Includes 43,550 Accenture Ltd Class A common shares
           expected to be distributed within 60 days from October 7, 2008
           upon the vesting of certain performance−based restricted share
           units previously awarded to the officer. The vesting of the
           restricted share units is subject to written certification by the
           Compensation Committee of Accenture Ltd of the achievement
           of specified performance objectives, which is expected to occur
           on or about October 22, 2008.

(10)       Includes 32,529 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008. Includes 236,040 Accenture Ltd
           Class A common shares owned by the officer that have been
           pledged to secure any non−compete obligations owing to
           Accenture Ltd.

(11)       Officer’s spouse owns 13,818 Accenture Ltd Class A common
           shares and share options to acquire up to 8,000 additional
           Accenture Ltd Class A common shares within 60 days from
           October 7, 2008.

(12)       Includes 16,401 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008.

(13)       Includes 449 Accenture Ltd Class A common shares that could
           be acquired through the exercise of share options within 60 days
           from October 7, 2008.

(14)       Includes 60,970 Accenture Ltd Class A common shares
           expected to be distributed within 60 days from October 7, 2008
           upon the vesting of certain performance−based restricted share
           units previously awarded to the officer. The vesting of the
           restricted share units is subject to written certification by the
           Compensation Committee of Accenture Ltd of the achievement
           of specified performance objectives, which is expected to occur
           on or about October 22, 2008.

(15)       Includes 19,135 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008.

(16)       Includes 27,335 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008.

(17)       Includes 25,968 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008.

(18)       Includes 16,237 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008.

(19)       Includes 10,715 Accenture Ltd Class A common shares that
           could be acquired through the exercise of share options within
           60 days from October 7, 2008. Includes 194,406 Accenture Ltd
           Class A common shares owned by the officer that have been
           pledged to secure any non−compete obligations owing to
           Accenture Ltd.
       9
                                                             INDEPENDENT AUDITORS’ FEES
Independent Auditors’ Fees
   The following table describes fees for professional audit services rendered by KPMG LLP and its affiliates (“KPMG”), Accenture’s principal accountant,
for the audit of our annual financial statements for the years ended August 31, 2008 and August 31, 2007 and internal control over financial reporting, and
fees billed for other services rendered by KPMG during these periods.

Type of Fee                                                                                                                      2008             2007
                                                                                                                                     (in thousands)
Audit Fees(1)                                                                                                                  $ 13,079         $ 11,567
Audit−Related Fees(2)                                                                                                               971              581
Tax Fees(3)                                                                                                                            0               2
All Other Fees(4)                                                                                                                    12               26

Total                                                                                                                          $ 14,062            $ 12,176

(1)                                                                                        Audit Fees, including those for statutory audits, include the
                                                                                           aggregate fees recorded for the fiscal year indicated for
                                                                                           professional services rendered by KPMG for the audit of
                                                                                           Accenture Ltd’s and Accenture SCA’s annual financial
                                                                                           statements and review of financial statements included in
                                                                                           Accenture’s Forms 10−Q and Form 10−K. Audit Fees include
                                                                                           fees for the audit of Accenture’s internal control over financial
                                                                                           reporting.

(2)                                                                                        Audit−Related Fees include the aggregate fees recorded during
                                                                                           the fiscal year indicated for assurance and related services by
                                                                                           KPMG that are reasonably related to the performance of the
                                                                                           audit or review of Accenture Ltd’s and Accenture SCA’s
                                                                                           financial statements and not included in Audit Fees.
                                                                                           Audit−Related Fees also include fees for accounting advice and
                                                                                           opinions related to various employee benefit plans, fees for
                                                                                           services to issue Statement on Auditing Standards No. 70
                                                                                           reports and fees for due diligence−related services.

(3)                                                                                        Tax Fees include the aggregate fees recorded during the fiscal
                                                                                           year indicated for professional services rendered by KPMG for
                                                                                           tax compliance, tax advice and tax planning.

(4)                                                                                         All Other Fees include the aggregate fees recorded during the
                                                                                            fiscal year indicated for products and services provided by
                                                                                            KPMG, other than the services reported above.
Procedures For Audit Committee Pre−Approval of Audit and Permissible Non−Audit Services of Independent Auditor
   Pursuant to its charter, the Audit Committee of the Board of Directors of Accenture Ltd is responsible for reviewing and approving, in advance, any audit
and any permissible non−audit engagement or relationship between Accenture and its independent auditors. KPMG S.à r.l.’s engagement to conduct the
audit of Accenture SCA for fiscal year 2008 was approved by the Audit Committee on October 24, 2007. Additionally, each permissible audit and
non−audit engagement or relationship between Accenture and KPMG entered into since September 1, 2006 has been reviewed and approved by the Audit
Committee, as provided in its charter.
                                                                    OTHER MATTERS
   The general partner of Accenture SCA is not aware of any matters not set forth herein that may come before the Annual General Meeting.
Dated: October 16, 2008
                                                                              10
                              EXHIBIT IV

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2008,
      FILED BY ACCENTURE LTD WITH THE SEC ON OCTOBER 20, 2008
Table of Contents

                                                      UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                                   WASHINGTON, D.C. 20549




                                                                      FORM 10−K
      (Mark One)

                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                                     For the fiscal year ended August 31, 2008
                                                                    OR
                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                   for the transition period from to   .
                                                                 Commission File Number: 001−16565




                                                             ACCENTURE LTD
                                                            (Exact name of registrant as specified in its charter)


                                        Bermuda                                                                          98−0341111
                               (State or other jurisdiction of                                                 (I.R.S. Employer Identification No.)
                              incorporation or organization)
                                                                             Canon’s Court
                                                                           22 Victoria Street
                                                                      Hamilton HM 12 Bermuda
                                                                 (Address of principal executive offices)
                                                                             (441) 296−8262
                                                           (Registrant’s telephone number, including area code)

            Securities registered pursuant to Section 12(b) of the Act:

                                                                                    Name
                                                                                      of
                                                                                    Each
    Title                                                                         Exchange
     of                                                                              on
    Each                                                                           Which
    Class                                                                         Registered

      Class A common shares, par value $0.0000225 per share                                                      New York Stock Exchange



            Securities registered pursuant to Section 12(g) of the Act:
                                                   Class X common shares, par value $0.0000225 per share
            Indicate by check mark if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes                   No
         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934. Yes       No
           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
      (2) has been subject to such filing requirements for the past 90 days. Yes        No
          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not
      contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
      by reference in Part III of this Form 10−K or any amendment to this Form 10−K.
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or a smaller
      reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b−2 of the
      Exchange Act. (Check one):

            Large accelerated filer             Accelerated filer                      Non−accelerated filer                                Smaller reporting
                                                                                  (Do not check if a smaller reporting                        company
                                                                                              company)
            Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Exchange Act.) Yes                        No
          The aggregate market value of the common equity of the registrant held by non−affiliates of the registrant on February 29, 2008 was
      approximately $20,836,757,456 based on the closing price of the registrant’s Class A common shares, par value $0.0000225 per share,
      reported on the New York Stock Exchange on such date of $35.25 per share and on the par value of the registrant’s Class X common shares,
      par value $0.0000225 per share.
     The number of shares of the registrant’s Class A common shares, par value $0.0000225 per share, outstanding as of October 13, 2008
was 612,769,296 (which number does not include 48,619,328 issued shares held by subsidiaries of the registrant). The number of shares of
the registrant’s Class X common shares, par value $0.0000225 per share, outstanding as of October 13, 2008 was 116,868,387.
                                         DOCUMENTS INCORPORATED BY REFERENCE
    Portions of the Proxy Statement for the 2009 Annual General Meeting of Shareholders        Part III
                                            TABLE OF CONTENTS

                                                                                                               Page

Part I
Item 1.    Business                                                                                              1
Item 1A.   Risk Factors                                                                                         22
Item 1B.   Unresolved Staff Comments                                                                            38
Item 2.    Properties                                                                                           38
Item 3.    Legal Proceedings                                                                                    38
Item 4.    Submission of Matters to a Vote of Security Holders                                                  39
Part II
Item 5.    Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
           Securities                                                                                           42
Item 6.    Selected Financial Data                                                                              45
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations                46
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk                                           70
Item 8.    Financial Statements and Supplementary Data                                                          71
Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                 71
Item 9A.   Controls and Procedures                                                                              71
Item 9B.   Other Information                                                                                    72
Part III
Item 10.   Directors, Executive Officers and Corporate Governance                                               73
Item 11.   Executive Compensation                                                                               73
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters       73
Item 13.   Certain Relationships and Related Transactions, and Director Independence                            74
Item 14.   Principal Accounting Fees and Services                                                               74
Part IV
Item 15.   Exhibits, Financial Statement Schedules                                                              74
           Signatures
EX−10.10
EX−10.11
EX−10.12
EX−10.15
EX−21.1
EX−23.1
EX−23.2
EX−31.1
EX−31.2
EX−32.1
EX−32.2
EX−99.1
Table of Contents



                                                             PART I
       Disclosure Regarding Forward−Looking Statements
            This Annual Report on Form 10−K contains forward−looking statements within the meaning of Section 27A
       of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”)
       relating to our operations, results of operations and other matters that are based on our current expectations,
       estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,”
       “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify
       these forward−looking statements. These statements are not guarantees of future performance and involve risks,
       uncertainties and assumptions that are difficult to predict. Forward−looking statements are based upon
       assumptions as to future events that might not prove to be accurate. Actual outcomes and results could differ
       materially from what is expressed or forecast in these forward−looking statements. Risks, uncertainties and other
       factors that might cause such differences, some of which could be material, include, but are not limited to, the
       factors discussed below under the section entitled “Risk Factors.”
       Available Information
            Our website address is www.accenture.com. We use our website as a channel of distribution for company
       information. We make available free of charge on the Investor Relations section of our website
       (http://investor.accenture.com) our Annual Report on Form 10−K, Quarterly Reports on Form 10−Q, Current
       Reports on Form 8−K and all amendments to those reports as soon as reasonably practicable after such material
       is electronically filed or furnished with the Securities and Exchange Commission (the “SEC”) pursuant to
       Section 13(a) or 15(d) of the Exchange Act. We also make available through our website other reports filed with
       or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and
       directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics. Financial and other
       material information regarding us is routinely posted on and accessible at http://investor.accenture.com. We do
       not intend for information contained in our website to be part of this Annual Report on Form 10−K.
            Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at
       100 F Street, N.E., Washington, DC, 20549. Information on the operation of the Public Reference Room may be
       obtained by calling the SEC at 1−800−SEC−0330. The SEC maintains an Internet site (http://www.sec.gov) that
       contains reports, proxy and information statements, and other information regarding issuers that file
       electronically with the SEC.
            In this Annual Report on Form 10−K, we use the terms “Accenture,” “we,” “our Company,” “our” and “us”
       to refer to Accenture Ltd and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal
       year, which ends on August 31.
       ITEM 1. BUSINESS
       Overview
           Accenture is one of the world’s leading management consulting, technology services and outsourcing
       organizations, with more than 186,000 employees; offices and operations in more than 200 cities in 52 countries;
       and revenues before reimbursements (“net revenues”) of $23.39 billion for fiscal 2008.
            Our “high performance business” strategy builds on our expertise in consulting, technology and outsourcing
       to help clients perform at the highest levels so they can create sustainable value for their customers, stakeholders
       and shareholders. We use our industry and business−process knowledge, our service offering expertise and our
       insight into and deep understanding of emerging technologies to

                                                                1
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       identify new business and technology trends and formulate and implement solutions for clients under demanding
       time constraints. We help clients identify and enter new markets, increase revenues in existing markets, improve
       operational performance and deliver their products and services more effectively and efficiently.
           We operate globally with one common brand and business model designed to enable us to provide clients
       around the world with the same high level of service. Drawing on a combination of industry expertise, functional
       capabilities, alliances, global resources and technology, we deliver competitively priced, high−value services that
       help our clients measurably improve business performance. Our global delivery model enables us to provide a
       complete end−to−end delivery capability by drawing on Accenture’s global resources to deliver high−quality,
       cost−effective solutions to clients under demanding timeframes.
       Consulting, Technology and Outsourcing Services and Solutions
            Our business is structured around five operating groups, which together comprise 17 industry groups serving
       clients in major industries around the world. Our industry focus gives us an understanding of industry evolution,
       business issues and applicable technologies, enabling us to deliver innovative solutions tailored to each client or,
       as appropriate, more−standardized capabilities to multiple clients.
            Our three growth platforms—management consulting, systems integration and technology, and
       outsourcing—are the innovation engines through which we develop our knowledge capital; build world−class
       skills and capabilities; and create, acquire and manage key assets central to the development of solutions for our
       clients. The subject matter experts within these areas work closely with the professionals in our operating groups
       to develop and deliver solutions to clients.
            Client engagement teams—which typically consist of industry experts, capability specialists and
       professionals with local market knowledge—leverage the full capabilities of our global delivery model to deliver
       price−competitive solutions and services. In certain instances our client engagement teams include
       subcontractors, who supplement our professionals with additional resources in a specific skill, service or product
       area, as needed.
       Operating Groups
            The following table shows the organization of our five operating groups and their 17 industry groups. For
       financial reporting purposes, our operating groups are our reportable operating segments. We do not allocate total
       assets by operating group, although our operating groups do manage and control certain assets. For certain
       historical financial information regarding our operating groups (including certain asset information), as well as
       financial information by geography (including long−lived asset information), see Note 17 (Segment Reporting)
       to our Consolidated Financial Statements below under “Financial Statements and Supplementary Data.”

                                                         Operating Groups
       Communications             Financial
       & High Tech                Services         Products                    Public Service       Resources

       • Communications           • Banking        • Automotive                • Public Service     •   Chemicals
       • Electronics &            • Capital        • Consumer Goods &                               •   Energy
         High Tech                  Markets          Services                                       •   Natural Resources
       • Media &                  • Insurance      • Health & Life                                  •   Utilities
         Entertainment                               Sciences
                                                   • Industrial Equipment
                                                   • Retail
                                                   • Transportation &
                                                     Travel Services

                                                                 2
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         Communications & High Tech
            We are a leading provider of management consulting, technology, systems integration and outsourcing
       services and solutions to the communications, electronics, high technology, media and entertainment industries.
       Our Communications & High Tech professionals help clients enhance their business results through
       industry−specific solutions and by seizing the opportunities made possible by the convergence of
       communications, computing and content. Examples of our services and solutions include the application of
       mobile technology, advanced communications network optimization, broadband and Internet protocol solutions,
       product innovation and digital rights management as well as systems integration, customer care, supply chain and
       workforce transformation services. In support of these services, we selectively pursue strategic acquisitions and
       have developed an array of assets, repeatable solutions, methodologies and research facilities to demonstrate how
       new technologies and industry−leading practices can be applied in new and innovative ways to enhance our
       clients’ business performance. In fiscal 2008, as in the prior year, our net revenues from multiple contracts with a
       single client in Communications & High Tech were greater than 10% of the operating group’s net revenues,
       slightly exceeding that threshold. Our Communications & High Tech operating group comprises the following
       industry groups:
            •   Communications. Our Communications industry group serves many of the world’s leading wireline,
                wireless, cable and satellite communications network operators and service providers. We provide a wide
                range of services designed to help our communications clients increase margins, improve asset
                utilization, improve customer retention, increase revenues, reduce overall costs and accelerate sales
                cycles. We offer a suite of reusable solutions, called Accenture Communications Solutions, designed to
                address major business and operational issues related to broadband and Internet protocol−based networks
                and services, including business intelligence, billing transformation, customer contact transformation,
                sales force transformation, service fulfillment and next−generation network optimization. Our
                Communications industry group represented approximately 61% of our Communications & High Tech
                operating group’s net revenues in fiscal 2008.

            •   Electronics & High Tech. Our Electronics & High Tech industry group serves the communications
                technology, consumer technology, enterprise technology, semiconductor, software and aerospace/defense
                segments. This industry group provides services in areas such as strategy, enterprise resource
                management, customer relationship management, supply chain management, software development,
                human performance, and merger/acquisition activities, including post−merger integration. We also offer
                a suite of reusable solutions, called Accenture High Tech Solutions, designed to address the industry’s
                major business and operational challenges, such as new product innovation and development, customer
                service and support, sales and marketing, and globalization. Our Electronics & High Tech industry group
                represented approximately 30% of our Communications & High Tech operating group’s net revenues in
                fiscal 2008.

            •   Media & Entertainment. Our Media & Entertainment industry group serves the broadcast,
                entertainment (television, music and movie), print, publishing and portal industries. Professionals in this
                industry group provide a wide range of services, including digital content solutions designed to help
                companies effectively manage, distribute and protect content across numerous media channels. These
                include Accenture Digital Media Services, which provide a comprehensive solution set to leading content
                owners and distributors, helping them adapt their organizations’ business processes and systems to stay
                ahead of the demand for digital content and services.


                                                                3
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         Financial Services
            Our Financial Services operating group focuses on the opportunities created by our clients’ needs to adapt to
       changing market conditions, including increased cost pressures, industry consolidation, regulatory changes, the
       creation of common industry standards and protocols, and the move to a more integrated industry model. We
       help clients meet these challenges through a variety of assets, services and solutions, including consulting and
       outsourcing strategies to increase cost efficiency and transform businesses, and customer relationship
       management initiatives that enable them to acquire and retain profitable customers and improve their
       cross−selling capabilities. Our Financial Services operating group comprises the following industry groups:
            •   Banking. Our Banking industry group works with retail and commercial banks and diversified financial
                enterprises. We help these organizations develop and execute strategies to target, acquire and retain
                customers more effectively, expand product and service offerings, comply with new regulatory
                initiatives, and leverage new technologies and distribution channels. Our Banking industry group
                represented approximately 56% of our Financial Services operating group’s net revenues in fiscal 2008.

            •   Capital Markets. Our Capital Markets industry group helps investment banks, broker/dealers,
                asset−management firms, depositories, clearing organizations and exchanges improve operational
                efficiency and transform their businesses to increase competitiveness. For example, we help clients
                develop and implement innovative trading, asset−management and market−information−management
                systems and solutions.

            •   Insurance. Our Insurance industry group helps property and casualty insurers, life insurers, reinsurance
                firms and insurance brokers improve business processes, modernize their technologies and improve the
                quality and consistency of risk selection decisions. Our Insurance industry group offers a claims
                management capability that enables insurers to provide better customer service while optimizing claims
                costs, as well as industry−leading insurance policy administration technology solutions that enable
                insurers to bring products to market more quickly and reduce costs. We also provide a variety of
                outsourced solutions to help insurers improve working capital and cash flow, deliver permanent cost
                savings and enhance long−term growth.
         Products
            Our Products operating group comprises the following industry groups:
            •   Automotive. Our Automotive industry group works with auto manufacturers, suppliers, dealers, retailers
                and service providers. Professionals in this industry group help clients develop and implement innovative
                solutions focused on product development and commercialization, customer service and retention,
                channel strategy and management, branding, buyer−driven business models, cost reduction, customer
                relationship management and integrated supplier partnerships.

            •   Consumer Goods & Services. Our Consumer Goods & Services industry group serves food, beverage,
                household goods and personal care, tobacco and footwear/apparel manufacturers around the world. We
                add value to these companies through service offerings designed to enhance performance by addressing
                critical elements of success, including large−scale enterprise resource planning (ERP) strategy and
                implementation, sales and marketing transformation, working−capital productivity improvement, supply
                chain collaboration and post−merger integration.

                                                                4
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            •   Health & Life Sciences. Our Health & Life Sciences industry group works with healthcare providers,
                government health departments, policy−making authorities/regulators, managed care organizations,
                health insurers and pharmaceutical, biotechnology, medical products and other industry−related
                companies to improve the quality, accessibility and affordability of healthcare. Our key offerings include
                health clinical transformation, electronic health records and hospital back−office services in the
                provider/government segment; research and development transformation, commercial effectiveness and
                customer interaction, and integrated electronic compliance (manufacturing and supply chain) in the
                pharmaceuticals and medical products segment; and health information and data management, claims
                excellence/cost containment and health plan back−office services in the payer segment.

            •   Industrial Equipment. Our Industrial Equipment industry group serves the industrial and electrical
                equipment, construction, consumer durable and heavy equipment industries. We help our clients increase
                operating and supply chain efficiencies by improving processes and leveraging technology. We also help
                clients generate value from strategic mergers and acquisitions. In addition, our Industrial Equipment
                industry group develops and deploys innovative solutions in the areas of channel management,
                collaborative product design, remote field maintenance, enterprise application integration and
                outsourcing.

            •   Retail. Our Retail industry group serves a wide spectrum of retailers and distributors, including
                supermarkets, specialty premium retailers and large mass−merchandise discounters. We provide service
                offerings that help clients address new ways of reaching the retail trade and consumers through precision
                marketing; maximize brand synergies and cost reductions in mergers and acquisitions; improve supply
                chain efficiencies through collaborative commerce business models; and enhance the efficiency of
                internal operations.

            •   Transportation & Travel Services. Our Transportation & Travel Services industry group serves
                companies in the airline, freight transportation, third−party logistics, hospitality, gaming, car rental,
                passenger rail and travel distribution industries. We help clients develop and implement strategies and
                solutions to improve customer relationship management capabilities, operate more−efficient networks,
                integrate supply chains, develop procurement and electronic business marketplace strategies, and more
                effectively manage maintenance, repair and overhaul processes and expenses. Through our Navitaire
                subsidiary, we offer airlines a range of transaction−processing services on an outsourced basis, including
                distribution, Internet reservations, airport check−in, revenue management and accounting, crew
                scheduling and management, and disruption recovery.
         Public Service
            Our Public Service operating group helps public−service entities around the world improve the social and
       economic conditions of their citizens. The public−service marketplace is transforming, and traditional
       governmental entities are working increasingly with the “third sector”—non−governmental organizations,
       community−based organizations, educational institutions, charities and non−profit organizations—to deliver
       services and benefits to citizens.
           We typically work with defense, revenue, human services, health, postal, and justice and public−safety
       authorities or agencies, and our clients are generally national, state or local−level government organizations, as
       well as pan−geographic organizations. Our work with clients in the U.S. federal government represented
       approximately 33% of our Public Service operating group’s net revenues in fiscal 2008.

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            Our offerings help public−sector clients address some of their most pressing needs, including developing fair
       and equitable tax systems that help enhance revenues; ensuring the security of citizens and businesses; improving
       service delivery; and increasing operational efficiency. We work with clients to transform their customer−facing
       and back−office operations and enable services to be delivered through appropriate technologies that make
       government more accessible, in a manner consistent with expectations established in the private sector.
            The Accenture Institute for Public Service Value is our research organization that helps our public−sector
       clients assess the value they add to the sector in much the same way shareholder value models measure the value
       of publicly traded entities. We have pioneered this work through our patent−pending public service value model.
       The Institute also focuses on understanding the expectations, desires and disappointments of citizens around the
       world in order to inform our solutions, and our clients, as public−service transformations continue globally.
         Resources
            Our Resources operating group serves the chemicals, energy, forest products, metals and mining, utilities
       and related industries. With market conditions driving energy companies to seek new ways of creating value for
       shareholders, deregulation fundamentally reforming the utilities industry and yielding cross−border
       opportunities, and an intensive focus on productivity and portfolio management in the chemicals industry, we are
       working with clients to create innovative solutions that are designed to help them differentiate themselves in the
       marketplace and gain competitive advantage. These include helping global energy companies optimize existing
       upstream and downstream operations while securing their upstream positions; helping utilities clients deal with
       deregulation; helping metals and mining clients globalize their business models; helping chemicals clients
       decrease operations costs; and working with clients across all industry segments on the “green agenda” to enable
       them to meet emission targets and increase energy efficiency. Our Resources operating group comprises the
       following industry groups:
            •   Chemicals. Our Chemicals industry group works with a wide cross−section of industry segments,
                including petrochemicals, specialty chemicals, polymers and plastics, gases and life science companies.
                We also have long−term outsourcing contracts with many industry leaders.

            •   Energy. Our Energy industry group serves a wide range of companies in the oil and gas industry,
                including upstream, downstream and oil services companies. Our key areas of focus include helping
                clients optimize production, manage the hydrocarbon supply chain, streamline retail operations and
                realize the full potential of third−party enterprise−wide technology solutions. In addition, our
                multi−client outsourcing centers enable clients to increase operational efficiencies and exploit
                cross−industry synergies. Our Energy industry group represented approximately 30% of our Resources
                operating group’s net revenues in fiscal 2008.

            •   Natural Resources. Our Natural Resources industry group serves the forest products and metals and
                mining industries. We help lumber, pulp, papermaking, converting and packaging companies, as well as
                iron, steel, aluminum, coal, copper and precious metals companies, develop and implement new business
                strategies, redesign business processes, manage complex change initiatives, and integrate processes and
                technologies to achieve higher levels of performance.

            •   Utilities. Our Utilities industry group works with electric, gas and water utilities around the world to
                respond to an evolving and highly competitive marketplace. The group’s work includes helping utilities
                transform themselves from regulated, and sometimes state−owned, local entities to international
                deregulated corporations, as well as developing diverse products and service


                                                                6
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                offerings to help our clients deliver higher levels of service to their customers. These offerings include
                customer relationship management, workforce enablement, supply chain optimization, and trading and
                risk management. We also provide a range of outsourced customer−care services to utilities and retail
                energy companies in North America. Our Utilities industry group represented approximately 41% of our
                Resources operating group’s net revenues in fiscal 2008.
         Growth Platforms
            Our management consulting, systems integration and technology, and outsourcing growth platforms are the
       skill−based “innovation engines” through which we develop our knowledge capital; build world−class skills and
       capabilities; and create, acquire and manage key assets central to the development of solutions for our clients.
       The professionals within these areas work closely with our operating groups to deliver integrated services and
       solutions to clients.
         Management Consulting
            Our management consulting growth platform is responsible for the development and delivery of our
       strategic, functional, industry, process and change consulting capabilities, working closely with the professionals
       in our operating groups. This growth platform comprises six service lines:
            •   Customer Relationship Management. The professionals in our Customer Relationship Management
                (“CRM”) service line help companies acquire, develop and retain more profitable customer relationships.
                We offer a full range of innovative capabilities that address every aspect of CRM, including marketing,
                direct and indirect sales, customer service, field support and customer contact operations. These
                capabilities include rigorous approaches to improving the return on marketing investment, methods for
                building insight into customers’ purchase habits and service preferences, tailoring offers and service
                treatment based upon that insight, and unique methods of optimizing the quality, cost and revenue impact
                of sales and service operations. We use these skills to help our clients accelerate growth, improve
                marketing and sales productivity and reduce customer−care costs—thus increasing the value of their
                customer relationships and enhancing the economic value of their brands.

            •   Finance & Performance Management. The professionals in our Finance & Performance Management
                service line work with our clients’ finance and business−unit executives to develop financial transaction
                processing, risk management and business performance reporting capabilities. Among the services we
                provide are strategic consulting on the design and structure of the finance function; the establishment of
                shared service centers; and the configuration of enterprise resource planning platforms for streamlining
                transaction processing. Our finance capability services also address revenue cycle management, billing,
                credit risk and collection effectiveness, electronic invoicing and settlement, tax processing, lending and
                debt recovery. Our performance management services address shareholder value targeting, scorecard and
                performance metrics development, performance reporting solutions and applied business analytics to
                improve profitability. Our professionals often utilize the resources of Accenture Finance Solutions, one
                of our business process outsourcing (“BPO”) businesses, and work with finance executives to develop
                and implement solutions that help them align their companies’ investments with their business objectives
                and establish security relating to the exchange of information to reporting institutions.

            •   Talent & Organization Performance. The professionals in our Talent & Organization Performance
                (formerly known as “Human Performance”) service line work with clients on a wide range of talent
                management, workforce and organizational issues to deliver improved business and operational results.
                Our integrated approach and end−to−end capabilities include


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                services and solutions in organization and change management, human resources (“HR”) administration,
                learning, knowledge management, organizational performance management, talent management, HR
                information technology (“IT”) systems implementation and overall transformation of key workforces.
                We help companies and governments improve the efficiency and effectiveness of their HR services while
                lowering associated costs; deliver improvements in employee and workforce performance; and transform
                organizations through project−, program− and enterprise−level change management.
            •   Process & Innovation Performance. The Process & Innovation Performance service line, established in
                September 2008, helps clients achieve measurable, lasting improvements in operational performance,
                innovation performance and growth. Taking an end−to−end, process−based approach, professionals in
                this service line help clients address key business challenges such as complexity management, lean
                manufacturing and operations, process innovation, strategic cost reduction and growth through
                innovation. The service line is based on the capabilities and offerings that we gained with our 2007
                acquisition of George Group, which specializes in process, operational and business transformation
                (including Lean Six Sigma) and innovation strategy.

            •   Strategy. Our Strategy professionals combine their strategy and operations experience to help our clients
                turn insights into results at both the enterprise and business−unit level. With deep skills and capabilities
                in corporate strategy, corporate restructuring, growth and innovation strategies, mergers and acquisitions,
                merger integration, organization strategy, pricing strategy and profitability assessment, we help clients
                develop—and execute—pragmatic solutions that transform organizations and drive sustained high
                performance.

            •   Supply Chain Management. The professionals in our Supply Chain Management service line work with
                clients across a broad range of industries to develop and implement supply chain and operations
                strategies that enable profitable growth in new and existing markets. Our professionals combine global
                industry expertise and skills in supply chain strategy, sourcing and procurement, supply chain planning,
                manufacturing and design, fulfillment and service management to help organizations achieve high
                performance. We work with clients to implement innovative consulting and outsourcing solutions that
                align operating models to support business strategies; optimize global operations; support profitable
                product launches; and enhance the skills and capabilities of the supply chain workforce.
         Systems Integration and Technology
           Our systems integration and technology growth platform comprises two service areas: systems integration
       and technology consulting.
         Systems Integration
            Our key systems integration consulting services and solutions include:
            •   Enterprise Solutions and Enterprise Resource Planning. We implement a variety of application
                software—including SAP and Oracle, among others—to streamline business processes, systems and
                information and help organizations access, manage and exploit data to make more−informed business
                decisions. Our skilled professionals provide planning, implementation, change management and upgrade
                solutions across the primary application software product suites that underpin all major business
                functions.

            •   Industry and Functional Solutions. Accenture provides clients with robust, large−scale industry and
                functional solutions based on proprietary reusable assets, aggregated into industry


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                solutions, such as the Accenture Communications Solutions suite and the Accenture Revenue Solution
                suite for tax offices, as well as solutions for major industry−specific requirements. We also provide
                specialized services and solutions to support specific business functions, including finance and planning,
                customer relationship management, supply chain and human resource management.
            •   Information Management Services. We provide services to help organizations manage the full range of
                their information needs to improve data quality, enhance decision−making capabilities and meet
                compliance requirements. Our services include business intelligence as well as unstructured content
                management and portals; data management and data quality solutions; and information architecture
                development. Our information management assets complement and are embedded in our industry and
                functional solutions.

            •   Service−Oriented Architecture. We help CIOs and business leaders use service−oriented architecture to
                enable improvement in IT efficiency and a more effective alignment between business processes and
                applications. Accenture guides organizations through a four−phased approach for designing and building
                flexible IT solutions that enable business process components to be assembled and used more efficiently
                to deliver distinctive business services and capabilities for higher performance.

            •   Custom Solutions. With deep skills and expertise in both J2EE (Java−based) and .NET technology
                architectures, we work with clients to develop custom solutions that meet unique business needs, often
                using open−source technology products and platforms.

            •   Software as a Service (SaaS). We help clients implement SaaS solutions to meet their business needs
                with the added benefits of increasing flexibility and reducing total cost of ownership. Our services
                include requirements definition, design, configuration, testing, change management, data conversion and
                integration.

            •   Mobility Solutions. We help clients develop solutions that give their workforces access to key enterprise
                applications—including online trading and wealth management, supply chain management, telematics,
                radio frequency identification, field force enablement and customer relationship management—through
                mobile devices and/or the Internet. These solutions enable clients to improve efficiency, lower costs,
                enhance differentiation and ensure compliance.

            •   Microsoft Solutions. Together with our alliance partner Microsoft and our Avanade subsidiary, we
                develop and deliver cost−efficient, innovative business solutions based on Microsoft Windows Server
                and other .NET technologies, leveraging our deep industry expertise and practical applications of
                leading−edge technologies.
         Technology Consulting
            Our key technology consulting services and solutions include:
            •   IT Strategy & Transformation. We help CEOs and CIOs link IT investments to business results and
                help manage those investments to ensure that planned business impact is achieved. We also help CIOs
                transform how IT works, both internally and with business partners, so that IT is “run like a business” to
                deliver high performance.
            •   Enterprise Architecture. We provide solutions that integrate IT with business capabilities to provide a
                seamless operating environment for organizations. Our solutions provide a reference point for measuring
                both IT investment and results, creating the delivery roadmap that defines how IT systems need to
                change to drive future business growth and higher performance.


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            •   Infrastructure Consulting. We provide solutions to help organizations optimize their IT infrastructures
                while reducing costs. From data center, operations engineering and enterprise network design and
                implementation to desktop solutions, our services enable clients to rationalize, standardize, optimize,
                secure and transform their IT infrastructures for improved performance of mission−critical business
                processes, applications and end users.

            •   Security Consulting. Our solutions help organizations forge secure business environments that enable
                them to grow their capabilities and become more agile in response to changing market forces and
                evolving threats—all without incurring additional complexity. Working with us, our clients are better
                able to secure data and applications, protect identities, address threats and vulnerabilities, and meet
                stringent compliance demands while reducing costs and improving efficiency.

            •   Application Portfolio Optimization and Renewal. We specialize in defining and executing strategies
                that transform our clients’ application portfolios into rationalized, flexible, cost−efficient and reliable
                assets. Our services and solutions help clients define and implement innovative approaches to extending
                the useful life of legacy applications at a significantly reduced cost compared with replacement, rapidly
                turning around non−performing systems and migrating custom solutions written in vintage languages or
                hosted on retiring platforms to more modern, sustainable solutions. Our capabilities combine deeply
                skilled professionals with a suite of renewal tools that accelerate and automate the portfolio optimization
                process.

            •   Digital Solutions. We provide clients with solutions that move more of their business and internal
                operations online to improve productivity, manage costs and drive revenue growth. We work with our
                clients to help define their online strategies, improve customer experiences and identify areas for website
                optimization. We also help clients incorporate next−generation digital technology—such as wikis, blogs,
                crowd−sourcing and mash−ups, among others—to create significant opportunities for collaboration and
                sharing with their employees, suppliers and customers.

            •   Research & Development. Through Accenture Technology Labs—our research and development
                organization—we use new and emerging technologies to develop business solutions that we believe will
                be the drivers of our clients’ growth and enable them to be first to market with unique capabilities. Key
                areas of research and development for clients include information insight, collaboration, biometrics,
                virtualized infrastructures, predictive maintenance, Web 2.0, cloud computing and sensor technologies,
                among others.

            •   Microsoft Solutions. Together with our alliance partner Microsoft and our Avanade subsidiary, we
                design and provide cost−efficient, innovative business solutions based on Microsoft Windows Server and
                other .NET technologies, leveraging our deep industry expertise and practical applications of
                leading−edge technologies.
         Outsourcing
           Accenture provides a wide range of outsourcing services, including application outsourcing, infrastructure
       outsourcing and business process outsourcing.
            Application Outsourcing
           Accenture takes a holistic approach to application outsourcing that goes beyond traditional cost−cutting
       measures, helping clients improve the total performance of application development and maintenance. We
       provide a wide array of application outsourcing services under flexible arrangements, managing custom or
       packaged software applications—including enterprise−wide applications such as

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       SAP and Oracle—over their complete development and maintenance life−cycles. The scope of services ranges
       from standardized, discrete application outsourcing services, including application testing, application
       management of enterprise−wide software programs and capacity services, to large−scale application
       enhancement and development for individual or multiple applications, as well as application portfolio
       rationalization and consolidation. We can also take end−to−end responsibility for all of a client’s IT function,
       including infrastructure and operations, leveraging our shared services delivery groups and our application and
       infrastructure transformation consulting expertise to deliver significant gains in client productivity, providing
       services from a variety of locations, including lower−cost locations. By transferring to Accenture the
       responsibility for managing one or more of their applications, clients can leverage our assets, scale and global
       resources as well as our secure, global infrastructure delivery capabilities. This allows clients to maintain and
       control the overall performance of their IT capabilities while reducing the complexity and costs associated with
       managing third parties and increasing the flexibility, scalability, predictability and security of their IT
       infrastructures.
            Infrastructure Outsourcing
            We deliver an integrated set of managed infrastructure services encompassing all infrastructure
       functions—from network access and desktop management to remote technology support. Services can be
       delivered as discrete, standalone solutions or bundled with Accenture application outsourcing and BPO services.
       Our infrastructure outsourcing services include:
            •   IT spend management—Asset management, as well as managed procurement and technology spend, to
                reduce overall IT non−salary spending;

            •   Data center services—Hosting to support development and production environments, storage services,
                database management and messaging services;

            •   Service desk—Help desk, single point of contact for support and online portal services to resolve
                frontline issues;

            •   Security services—Identity management, intrusion and firewall protection, end−user device and
                messaging security, and policy and awareness;

            •   Network services—Data and voice network management, optimization and converged services; and

            •   Workplace services—Lifecycle management for desktops, field services and mobile devices, and file and
                print services.
            We provide these services either through our own centers and capabilities or in conjunction with our
       strategic subcontractors.
            Business Process Outsourcing
           We work with clients to develop and deliver business process innovations that transform their businesses
       and deliver higher levels of performance and results as well as lower costs. Through our BPO services, we
       manage specific business processes or functions for clients, providing solutions that are more efficient and
       cost−effective than if the functions were provided in−house.
            We offer clients across all industries a variety of function−specific BPO services, including finance and
       accounting, human resources, learning, procurement and customer contact. We also offer specialized services
       tailored to clients in specific industries. For instance, we offer life insurers policy administration and
       management services, including high−volume transaction processing capabilities. We provide utilities companies
       in North America and Europe with field services, as well as specialized

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       customer care, finance and accounting, human resources, supply chain and IT services. We help market−leading
       health payers improve service performance in core operational functions, coupled with accompanying cost
       reductions. We provide services to medical organizations that improve and accelerate clinical development
       productivity. In addition, through our Navitaire subsidiary, we offer airlines a range of transaction−processing
       services, including distribution, Internet reservations, airport check−in, revenue management and accounting,
       crew scheduling and management, and disruption recovery.
            In addition to providing individual BPO services, we can bundle two or more business functions, enabling
       clients to consolidate multiple business functions and their underlying IT systems with a single service provider
       to achieve greater efficiencies, control and cost savings.
       Global Delivery Model
            A key Accenture differentiator is our strategic global delivery model, which allows us to draw on the
       benefits of using people and other resources from around the world—including scalable, standardized processes,
       methods and tools; specialized business process and technology skills; cost advantages; foreign−language
       fluency; proximity to clients; and time−zone advantages—to deliver high−quality solutions under demanding
       time−frames. Emphasizing quality, reduced risk, speed to market and predictability, our global delivery model
       enables us to provide clients with price−competitive services and solutions that drive higher levels of
       performance.
           A critical component of this capability is our Global Delivery Network, which comprises local Accenture
       professionals working at client sites around the world as well as more than 50 delivery centers—facilities where
       teams of Accenture technology and business−process professionals use proven assets to create and deliver
       business and technology solutions for clients. Our delivery centers improve the efficiency of our engagement
       teams through the reuse of processes, solution designs, infrastructure and software and by leveraging the
       experience of delivery center professionals.
            Professionals in our Global Delivery Network apply a systematic approach to delivering technology
       consulting, systems integration, application outsourcing and business processing outsourcing solutions and
       services delivery to create and capture proven, repeatable processes, methodologies, tools and architectures. For
       example, we continue to evolve our Accenture Delivery Suite, which combines our common methods, tools,
       architectures and metrics in support of our global delivery efforts. The Accenture Delivery Suite provides us with
       a common language, framework and reusable assets that allow us to unite our global delivery capabilities into a
       single, cohesive approach for our client service teams—enabling us to start projects quickly, deliver with high
       quality, and improve our ability to meet our clients’ expectations. In addition, our ability to build seamless global
       teams—leveraging the right professionals with the right skills for each task—enables Accenture to provide a
       complete end−to−end capability, with consistent Accenture processes around the globe.
            We continue to expand and enhance our Global Delivery Network, which we believe is a competitive
       differentiator for us. In fiscal 2008 we further expanded our Global Delivery Network by, among other things,
       increasing industry specialization; increasing our activities in systems integration, application outsourcing,
       business process outsourcing and technology consulting; opening new facilities; and recruiting actively in key
       locations of our network, including Eastern Europe, India, China and the Philippines. As of August 31, 2008, we
       had approximately 83,000 people in our network globally, an increase of more than 11,000 people since the end
       of fiscal 2007.
       Alliances
           We have sales and delivery alliances with companies whose capabilities complement our own, either by
       enhancing a service offering, delivering a new technology or helping us extend our services

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       to new geographies. By combining our alliance partners’ products and services with our own capabilities and
       expertise, we create innovative, high−value business solutions for our clients. Some alliances are specifically
       aligned with one of our service lines, thereby adding skills, technology and insights that are applicable across
       many of the industries we serve. Other alliances extend and enhance our offerings specific to a single industry
       group.
            Almost all of our alliances are non−exclusive. Although individual alliance agreements do not involve direct
       payments to us that are material to our business, we generate significant revenues from services to implement our
       alliance partners’ products.
       Research and Innovation
           We are committed to developing leading−edge ideas, as we believe that both research and innovation have
       been major factors in our success and will help us continue to grow in the future. We use our investment in
       research and development—on which we spent $390 million, $307 million and $298 million in fiscal 2008, 2007
       and 2006, respectively—to help create, commercialize and disseminate innovative business strategies and
       technology.
            Our research and innovation program is designed to generate early insights into how knowledge can be
       harnessed to create innovative business solutions for our clients and to develop business strategies with
       significant value. A key component of this is our research and development organization, Accenture Technology
       Labs, which identifies and develops new technologies that we believe will be the drivers of our clients’ growth
       and enable them to be first to market with unique capabilities. Our technology R&D team comprises
       approximately 200 professionals based in four Labs in the United States, France and India. We also promote the
       creation of knowledge capital and thought leadership through the Accenture Institute for High Performance. In
       addition, we spend a significant portion of our research and development resources directly through our operating
       groups and our consulting, technology and outsourcing capabilities to develop market−ready solutions for our
       clients.
       Employees
            Our most important asset is our people. The diverse and global makeup of our workforce enables us to serve
       our diverse and global client base. We are deeply committed to the continued development of our employees,
       who receive significant and focused technical, functional, industry, managerial and leadership skill development
       and training appropriate for their roles and levels within our company throughout their careers with us. We seek
       to reinforce our employees’ commitments to our clients, culture and values through a comprehensive
       performance management system and a career philosophy that rewards both individual performance and
       teamwork. We strive to maintain a work environment that reinforces our owner−operator culture and the
       collaboration, motivation, alignment of interests and sense of ownership and reward that this culture has fostered.
            As of August 31, 2008, we had more than 186,000 employees worldwide.
       Competition
           We operate in a highly competitive and rapidly changing global marketplace and compete with a variety of
       organizations that offer services competitive with those we offer. We compete with a variety of companies with
       respect to our offerings, including:
            •   Off−shore service providers in lower−cost locations, particularly Indian providers, that offer services
                similar to those we offer, often at highly competitive prices;


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            •   Large multinational providers, including the service arms of large global technology providers, that offer
                some or all of the consulting, systems integration and technology, and outsourcing services that we do;

            •   Niche solution or service providers that compete with us in a specific geographic market, industry
                segment or service area, including companies that provide new or alternative products, services or
                delivery models; and

            •   Accounting firms that are expanding or re−emphasizing their provision of consulting services.
            In addition, a client may choose to use its own resources rather than engage an outside firm for the types of
       services we provide.
            Our revenues are derived primarily from Fortune Global 500 and Fortune 1000 companies, medium−sized
       companies, governments, government agencies and other enterprises. We believe that the principal competitive
       factors in the industries in which we compete include:
            •   skills and capabilities of people;

            •   innovative service and product offerings;

            •   ability to add value;

            •   reputation and client references;

            •   price;

            •   scope of services;

            •   service delivery approach;

            •   technical and industry expertise;

            •   quality of services and solutions;

            •   ability to deliver results on a timely basis;

            •   availability of appropriate resources; and

            •   global reach and scale.
            Our clients typically retain us on a non−exclusive basis.
       Intellectual Property
            Our success has resulted in part from our proprietary methodologies, software, reusable knowledge capital,
       assets and other intellectual property rights. We rely upon a combination of nondisclosure and other contractual
       arrangements as well as upon trade secret, copyright, patent and trademark laws to protect our intellectual
       property rights and the rights of third parties from whom we license intellectual property. We have promulgated
       policies related to confidentiality and ownership and to the use and protection of our intellectual property and
       that owned by third parties, and we also enter into agreements with our employees as appropriate.
           We recognize the increasing value of intellectual property in the marketplace and vigorously create, harvest
       and protect our intellectual property. As of August 31, 2008, we had 1,709 patent applications pending in the
       United States and other jurisdictions and had been issued 344 U.S. patents and 223 non−U.S. patents in, among
       others, the following areas: goal−based educational simulation; virtual call centers; hybrid telecommunications
       networks; development architecture frameworks; emotion−based voice processing; mobile communications
       networks; location−based information filtering;

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       and computerized multimedia asset systems. We intend to continue to vigorously identify, create, harvest and
       protect our intellectual property and to leverage our protected, differentiated assets and methodologies to provide
       superior value to our clients.
       Organizational Structure
           Accenture Ltd is a Bermuda holding company with no material assets other than Class II and Class III
       common shares in its subsidiary, Accenture SCA, a Luxembourg partnership limited by shares (“Accenture
       SCA”). Accenture Ltd’s only business is to hold these shares and to act as the sole general partner of Accenture
       SCA. Accenture Ltd owns a majority voting interest in Accenture SCA. As the general partner of Accenture SCA
       and as a result of Accenture Ltd’s majority voting interest in Accenture SCA, Accenture Ltd controls Accenture
       SCA’s management and operations and consolidates Accenture SCA’s results in its financial statements.
       Accenture operates its business through subsidiaries of Accenture SCA. Accenture SCA generally reimburses
       Accenture Ltd for its expenses but does not pay Accenture Ltd any fees.
            Prior to our transition to a corporate structure in fiscal 2001, we operated as a series of related partnerships
       and corporations under the control of our partners. In connection with our transition to a corporate structure, our
       partners generally exchanged all of their interests in these partnerships and corporations for Accenture Ltd
       Class A common shares or, in the case of partners in certain countries, Accenture SCA Class I common shares or
       exchangeable shares issued by Accenture Canada Holdings Inc., an indirect subsidiary of Accenture SCA.
       Generally, partners who received Accenture SCA Class I common shares or Accenture Canada Holdings Inc.
       exchangeable shares also received a corresponding number of Accenture Ltd Class X common shares, which
       entitle their holders to vote at Accenture Ltd shareholder meetings but do not carry any economic rights.
             In fiscal 2005, Accenture developed and announced a new, broader career model for its highest−level
       executives that recognizes the diversity of roles and responsibilities demonstrated by these employees. This new
       career framework replaced the internal use of the “partner” title with the more comprehensive “senior executive”
       title and applies the “senior executive” title to more than 4,600 of our highest−level employees, including those
       employees previously referred to as partners. However, for proper context, we continue to use the term “partner”
       in this report to refer to these persons in certain situations related to our reorganization and the period prior to our
       incorporation.
       Accenture Ltd Class A Common Shares and Class X Common Shares
            Each Class A common share and each Class X common share of Accenture Ltd entitles its holder to one
       vote on all matters submitted to a vote of shareholders of Accenture Ltd. A holder of a Class X common share is
       not, however, entitled to receive dividends or to receive payments upon a liquidation of Accenture Ltd.
            Accenture Ltd may redeem, at its option, any Class X common share for a redemption price equal to the par
       value of the Class X common share, or $0.0000225 per share. Accenture Ltd has separately agreed with the
       original holders of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable
       shares not to redeem any Class X common share of such holder if the redemption would reduce the number of
       Class X common shares held by that holder to a number that is less than the number of Accenture SCA Class I
       common shares or Accenture Canada Holdings Inc. exchangeable shares owned by that holder, as the case may
       be. Accenture Ltd will redeem Class X common shares upon the redemption or exchange of Accenture SCA
       Class I common shares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number
       of Class X common shares outstanding at any time does not exceed the aggregate number of Accenture SCA
       Class I common shares and Accenture Canada

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       Holdings Inc. exchangeable shares outstanding. Class X common shares are not transferable without the consent
       of Accenture Ltd.
       Accenture SCA Class I Common Shares
           Only our current and former senior executives and their permitted transferees hold Accenture SCA Class I
       common shares. Each Class I common share entitles its holder to one vote on all matters submitted to the
       shareholders of Accenture SCA and entitles its holder to dividends and liquidation payments.
            Subject to the transfer restrictions in Accenture SCA’s Articles of Association described below, Accenture
       SCA is obligated, at the option of the holder, to redeem any outstanding Accenture SCA Class I common share at
       any time at a redemption price per share generally equal to its current market value as determined in accordance
       with Accenture SCA’s Articles of Association. Under Accenture SCA’s Articles of Association, the market value
       of a Class I common share that is not subject to transfer restrictions will be deemed to be equal to (i) the average
       of the high and low sales prices of an Accenture Ltd Class A common share as reported on the New York Stock
       Exchange (or on such other designated market on which the Class A common shares trade), net of customary
       brokerage and similar transaction costs, or (ii) if Accenture Ltd sells its Class A common shares on the date that
       the redemption price is determined (other than in a transaction with any employee or an affiliate or pursuant to a
       preexisting obligation), the weighted average sales price of an Accenture Ltd Class A common share on the New
       York Stock Exchange (or on such other market on which the Class A common shares primarily trade), net of
       customary brokerage and similar transaction costs. See “—Restrictions on the Transfer of Certain Accenture
       Shares—Articles of Association of Accenture SCA—Covered Person Transfer Restrictions” below for additional
       information on these transfer restrictions. Accenture SCA may, at its option, pay this redemption price with cash
       or by delivering Accenture Ltd Class A common shares on a one−for−one basis. This one−for−one redemption
       price and exchange ratio will be adjusted if Accenture Ltd holds more than a de minimis amount of assets (other
       than its interest in Accenture SCA and assets it holds only transiently prior to contributing them to Accenture
       SCA) or incurs more than a de minimis amount of liabilities (other than liabilities for which Accenture SCA has a
       corresponding liability to Accenture Ltd). We have been advised by our legal advisors in Luxembourg that there
       is no relevant legal precedent in Luxembourg quantifying or defining the term “de minimis.” In the event that a
       question arises in this regard, we expect that management will interpret “de minimis” in light of the facts and
       circumstances existing at the time in question. At this time, Accenture Ltd does not intend to hold any material
       assets other than its interest in Accenture SCA or to incur any material liabilities such that this one−for−one
       redemption price and exchange ratio would require adjustment and will disclose any change in its intentions that
       could affect this ratio. In order to maintain Accenture Ltd’s economic interest in Accenture SCA, Accenture Ltd
       generally will acquire additional Accenture SCA common shares each time additional Accenture Ltd Class A
       common shares are issued.
       Accenture SCA Class II and Class III Common Shares
             On June 28, 2005, Accenture SCA’s shareholders approved certain amendments to the rights of Accenture
       SCA Class II common shares held by Accenture Ltd, as well as the creation of a new class of common shares
       known as “Class III common shares” into which all Class I common shares held by Accenture Ltd and its
       affiliates were reclassified. Accenture SCA Class II common shares and Class III common shares may not be
       held by any person other than the general partner of Accenture SCA and its subsidiaries. All Class I common
       shares that are sold or otherwise transferred to Accenture Ltd or its subsidiaries will be automatically reclassified
       into Class III common shares.

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           The amendments to the Class II common shares, the creation of Class III common shares (and all lettered
       sub−series of that class) and the reclassification of all Class I common shares held or to be held by Accenture Ltd
       and its subsidiaries have no effect on the computation of Accenture Ltd’s earnings per share.
            Accenture SCA Class II common shares and Class III common shares (or any lettered sub−series of that
       class) are not entitled to any cash dividends. If the Board of Directors of Accenture Ltd authorizes the payment of
       a cash dividend on Accenture Ltd’s Class A common shares, Accenture Ltd, as general partner of Accenture
       SCA, will cause Accenture SCA to redeem Class II common shares and Class III common shares that Accenture
       Ltd holds to obtain cash needed to pay dividends on its Class A common shares. At any time that Accenture SCA
       pays a cash dividend on its Class I common shares, new Class II common shares and Class III common shares
       will be issued to the existing holders of Class II common shares and Class III common shares, in each case
       having an aggregate value of the amount of any cash dividends that the holders of those Class II or Class III
       common shares would have received had they ratably participated in the cash dividend paid on the Class I
       common shares.
            Each Class II common share entitles its holder to receive a liquidation payment equal to 10% of any
       liquidation payment to which a Class I common share entitles its holder. Each Accenture SCA Class III common
       share entitles its holder to receive a liquidation payment equal to 100% of any liquidation payment to which an
       Accenture SCA Class I common share entitles its holder.
       Accenture Canada Holdings Inc. Exchangeable Shares
            Subject to the transfer restrictions contained in Accenture Ltd’s bye−laws described below, holders of
       Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture Ltd Class A
       common shares at any time on a one−for−one basis. Accenture may, at its option, satisfy this exchange with cash
       at a price per share generally equal to the market price of an Accenture Ltd Class A common share at the time of
       the exchange. Each exchangeable share of Accenture Canada Holdings Inc. entitles its holder to receive
       distributions equal to any distributions to which an Accenture Ltd Class A common share entitles its holder.
       Restrictions on the Transfer of Certain Accenture Shares
         Accenture Ltd Bye−Laws
            Covered Person Transfer Restrictions. Accenture Ltd’s bye−laws contain transfer restrictions that apply to
       certain Accenture current and former senior executives who hold Accenture Ltd Class A common shares. We
       refer to these persons as “covered persons.” The Accenture Ltd shares covered by the transfer restrictions
       generally include any Accenture Ltd Class A common shares beneficially owned by a senior executive at the
       time in question and also as of or prior to the initial public offering of the Accenture Ltd Class A common shares
       in July 2001. We refer to the shares covered by these transfer restrictions as “covered shares.”
                  Current senior executives. Historically, the transfer restrictions applicable to covered shares lapsed
       with the passage of time on an annual basis until July 24, 2009. In 2007, we eliminated a requirement that active
       employees hold at least 25% of these shares at all times during their employment (the “25% minimum holding
       requirement”). We also enacted a waiver of certain transfer restrictions applicable to active employees,
       permitting covered shares that would otherwise not have become available for transfer until the later of July 24,
       2009 or the termination of the employee’s employment with Accenture to become transferable on an accelerated
       basis. For a schedule of dates on which transfer restrictions are expected to be released, see below under
       “—Transfer Schedule.”

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                  Former senior executives. On September 25, 2008, we also enacted a waiver of certain transfer
       restrictions applicable to retired and resigned employees, permitting covered shares that would otherwise not
       have become available for transfer until July 24, 2009 to become transferable by the holders on an accelerated
       basis (see “—Transfer Schedule”).
            •   Notwithstanding the foregoing, covered persons retiring from Accenture at the age of 50 or older are
                permitted to transfer covered shares they own on an accelerated basis as follows:

                                                                                   Percentage of remaining
                                                                                   transfer restricted shares
                                                            permitted
      Age                                                      to
       at                                                      be
  retirement                                               transferred

                             56 or older                                                     100%
                                 55                                                          87.5%
                                 54                                                           75%
                                 53                                                          62.5%
                                 52                                                           50%
                                 51                                                          37.5%
                                 50                                                           25%
            •   In addition, a retired senior executive who reaches the age of 56 is permitted to transfer any covered
                shares he or she owns. Any remaining shares owned by retiring senior executives for which transfer
                restrictions are not released on an accelerated basis will be eligible to be transferred as if the retiring
                senior executive continued to be employed by Accenture.

            •   Covered persons who became disabled before our transition to a corporate structure are permitted to
                transfer all of their covered shares. Current and former senior executives who have become disabled
                since our transition to a corporate structure are subject to the general transfer restrictions applicable to
                employees or, if disabled after the age of 50, benefit from the accelerated lapses of transfer restrictions
                applicable to retired senior executives.
           All transfer restrictions applicable to a covered person under Accenture Ltd’s bye−laws terminate upon
       death.
            If Accenture approves in writing a covered person’s pledge of his covered shares to a lender, foreclosures by
       the lender on those shares, and any subsequent sales of those shares by the lender, are not restricted, provided
       that the lender gives Accenture a right of first refusal to buy any shares at the market price before they are sold
       by the lender.
           Notwithstanding the transfer restrictions described in this summary, Accenture Ltd Class X common shares
       may not be transferred at any time, except upon the death of a holder of Class X common shares or with the
       consent of Accenture Ltd.
            Accenture Canada Holdings Inc. exchangeable shares held by covered persons are also subject to the transfer
       restrictions in Accenture Ltd’s bye−laws.
            Term and Amendment. The transfer restrictions in Accenture Ltd’s bye−laws will not terminate unless they
       have been previously waived or terminated under the terms of the bye−laws. Amendment of the transfer
       restrictions in Accenture Ltd’s bye−laws requires the approval of the Board of Directors of Accenture Ltd and a
       majority vote of Accenture Ltd’s shareholders.

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           Waivers and Adjustments. The transfer restrictions and the other provisions of Accenture Ltd’s bye−laws
       may be waived at any time by the Board of Directors of Accenture Ltd or its designees to permit covered persons
       to:
            •   participate as sellers in underwritten public offerings of common shares and tender and exchange offers
                and share purchase programs by Accenture;

            •   transfer covered shares in family or charitable transfers;

            •   transfer covered shares held in employee benefit plans; and

            •   transfer covered shares in particular situations (for example, to immediate family members and trusts).
            Subject to the foregoing, from time to time, pursuant to the provisions of Accenture Ltd’s bye−laws, the
       Board of Directors of Accenture Ltd or its designees may also approve limited relief from the existing share
       transfer restrictions for specified senior executives or groups of senior executives in connection with particular
       retirement, employment and severance arrangements that are determined to be in the best interests of the
       Company.
           Administration and Resolution of Disputes. The terms and provisions of Accenture Ltd’s bye−laws are
       administered by the Board of Directors of Accenture Ltd. The Board of Directors of Accenture Ltd or its
       designees have the sole power to enforce the provisions of the bye−laws.
         Articles of Association of Accenture SCA
            General. Except in the case of a redemption of Class I common shares or a transfer of Class I common
       shares to Accenture Ltd or one of its subsidiaries, Accenture SCA’s Articles of Association provide that
       Accenture SCA Class I common shares may be transferred only with the consent of Accenture Ltd, as the general
       partner of Accenture SCA.
            Covered Person Transfer Restrictions. In addition, Accenture SCA’s Articles of Association contain
       transfer restrictions that apply to certain Accenture current and former senior executives who hold Accenture
       SCA Class I common shares and are parties to the Accenture SCA transfer rights agreement, including
       redemptions by Accenture SCA and purchases by subsidiaries of Accenture Ltd. We refer to these persons as
       “covered persons.” The shares covered by these transfer restrictions generally include all Class I common shares
       owned by a covered person. We refer to the shares covered by these transfer restrictions as “covered shares.”
               Current senior executives. Historically, the transfer restrictions applicable to covered shares lapsed with
       the passage of time on an annual basis until July 24, 2009. In 2007, we eliminated a requirement that active
       employees hold at least 25% of these shares at all times during their employment (the “25% minimum holding
       requirement”). We also enacted a waiver of certain transfer restrictions applicable to active employees,
       permitting covered shares that would otherwise not have become available for transfer until the later of July 24,
       2009 or the termination of the employee’s employment with Accenture to become transferable on an accelerated
       basis. For a schedule of dates on which transfer restrictions are expected to be released, see below under
       “—Transfer Schedule.”
               Former senior executives. On March 26, 2008 and September 25, 2008, we also enacted waivers of
       certain transfer restrictions applicable to retired and resigned employees, permitting covered shares that would
       otherwise not have become available for transfer until either July 24, 2008 or July 24, 2009 to become
       transferable by the holders on an accelerated basis (see “—Transfer Schedule”).

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           Covered persons retiring at the age of 50 or above or who become disabled are granted accelerations of these
       provisions on terms identical to those applicable to Accenture Ltd Class A common shares held by covered
       persons and described under “—Accenture Ltd Bye−Laws—Covered Person Transfer Restrictions” above.
           All transfer restrictions applicable to a covered person under Accenture SCA’s Articles of Association
       terminate upon death.
            If Accenture SCA approves in writing a covered person’s pledge of his covered shares to a lender,
       foreclosures by the lender on those shares, and any subsequent sales of those shares by the lender, are not
       restricted, provided that the lender gives Accenture SCA a right of first refusal to buy any shares at the market
       price before they are sold by the lender.
            Term and Amendment. The transfer restrictions contained in Accenture SCA’s Articles of Association will
       not terminate unless they have been previously waived or terminated under the terms of the Articles of
       Association. Amendment of the transfer restrictions in Accenture SCA’s Articles of Association requires the
       consent of Accenture SCA’s general partner and approval at a general meeting of shareholders.
           Waivers and Adjustments. The transfer restrictions and the other provisions of Accenture SCA’s Articles of
       Association may be waived at any time by the general partner of Accenture SCA or its designees to permit
       covered persons to:
            •   participate as sellers in underwritten public offerings of common shares and tender and exchange offers
                and share purchase programs by Accenture;

            •   transfer covered shares in family or charitable transfers; and

            •   transfer covered shares in particular situations (for example, to immediate family members and trusts).
            Subject to the foregoing, from time to time, pursuant to the provisions of Accenture SCA’s Articles of
       Association, the general partner of Accenture SCA or its designees may also approve limited relief from the
       existing share transfer restrictions for specified senior executives or groups of senior executives in connection
       with particular retirement, employment and severance arrangements that are determined to be in the best interests
       of the Company.
            Other Restrictions. In addition to the foregoing, all holders of Class I common shares are precluded from
       having their shares redeemed by Accenture SCA or transferred to Accenture SCA, Accenture Ltd or a subsidiary
       of Accenture Ltd at any time or during any period when Accenture SCA determines, based on the advice of
       counsel, that there is material non−public information that may affect the average price per share of Accenture
       Ltd Class A common shares, if the redemption would be prohibited by applicable law, during an underwritten
       offering due to an underwriters lock−up or during the period from the announcement of a tender offer by
       Accenture SCA or its affiliates for Accenture SCA Class I common shares until the expiration of ten business
       days after the termination of the tender offer (other than to tender the holder’s Accenture SCA Class I common
       shares in the tender offer).
           Administration and Resolution of Disputes. The terms and provisions of Accenture SCA’s Articles of
       Association are administered by the general partner of Accenture SCA.
       Transfer Schedule
            The following table shows the total number of covered shares held by active employees and their permitted
       transferees that are scheduled to be released from transfer restrictions each quarter. This

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       table reflects all waivers granted to date, including the waivers described above under “—Accenture Ltd
       Bye−Laws—Covered Person Transfer Restrictions” and “—Articles of Association of Accenture SCA—Covered
       Person Transfer Restrictions,” and further assumes that any covered persons who are active employees as of
       October 1, 2008 remain actively employed by Accenture through June 1, 2009.

                                                                              Total number of Accenture Ltd
                                                                      Class A common shares, Accenture SCA Class I
                                                                              common shares and Accenture
                                                                            Canada Holdings Inc. exchangeable
                                                                            shares that are scheduled to become
                                                                             available for transfer after giving
                                                                 effect
                                                                   to
                                                                waivers

                        2nd Quarter Fiscal 2009                                            5,178,168
                        3rd Quarter Fiscal 2009                                            4,762,625
                        4th Quarter Fiscal 2009                                            4,273,782
            The following table shows the total number of covered shares held by former employees and their permitted
       transferees that are scheduled to be released from transfer restrictions each quarter. This table reflects all waivers
       granted to date, including the waivers described above under “—Accenture Ltd Bye−Laws—Covered Person
       Transfer Restrictions” and “—Articles of Association of Accenture SCA—Covered Person Transfer
       Restrictions,” and further assumes that no covered persons who are active employees as of October 1, 2008 retire
       or resign through June 1, 2009.

                                                                              Total number of Accenture Ltd
                                                                      Class A common shares, Accenture SCA Class I
                                                                              common shares and Accenture
                                                                            Canada Holdings Inc. exchangeable
                                                                            shares that are scheduled to become
                                                                             available for transfer after giving
                                                                 effect
                                                                   to
                                                                waivers

                        2nd Quarter Fiscal 2009                                            14,667,892
                        3rd Quarter Fiscal 2009                                            14,668,060
                        4th Quarter Fiscal 2009                                            14,668,321
       Senior Executive Ownership Requirements
           To ensure that senior executives continue to maintain equity ownership levels that Accenture considers
       meaningful, we require current senior executives to comply with the Accenture Senior Executive Equity
       Ownership Policy. This policy requires senior executives to own Accenture equity valued at a multiple (ranging
       from 1/2 to 6) of their base compensation determined by their position level. This policy remains in place
       notwithstanding the waiver of the 25% minimum holding requirement described above.
       Senior Executive Trading Policy
            We have a Senior Executive Trading Policy applicable to our senior executives that provides, among other
       things, that covered shares held by actively employed senior executives will be subject to company−imposed
       quarterly trading guidelines. We set allocation limits of unrestricted covered shares based on a composite average
       weekly volume of trading in Accenture Ltd Class A common shares. These guidelines allow us to manage the
       total number of shares redeemed, sold or otherwise transferred by our senior executives in any calendar quarter.
       The guidelines, which can be adjusted by management, are not legal or contractual restrictions, however, and
       there is a risk that the internal sanctions available to us might not adequately dissuade individual employees from
       attempting transfers in excess of the amounts permitted under the policy. The Senior Executive Trading Policy
       also prohibits senior executives from trading in any Accenture equity during any company−designated black−out
       period.

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       ITEM 1A.      RISK FACTORS
            In addition to the other information set forth in this report, you should carefully consider the following
       factors which could materially affect our business, financial condition or future results. The risks described
       below are not the only risks facing us.
          Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also
       may materially adversely affect our business, financial condition and/or operating results.
       Risks That Relate to Our Business
            Our results of operations could be adversely affected by economic and political conditions and the effects
            of these conditions on our clients’ businesses and levels of business activity.
            Global economic and political conditions affect our clients’ businesses and the markets they serve. A severe
       and/or prolonged economic downturn or a negative or uncertain political climate could adversely affect our
       clients’ financial condition and the levels of business activity of our clients and the industries we serve. This may
       reduce demand for our services or depress pricing of those services and have a material adverse effect on our
       results of operations. Changes in global economic conditions could also shift demand to services for which we do
       not have competitive advantages, and this could negatively affect the amount of business that we are able to
       obtain. In addition, if we are unable to successfully anticipate changing economic and political conditions, we
       may be unable to effectively plan for and respond to those changes, and our business could be negatively
       affected.
            Our results of operations could be negatively affected if we cannot expand and develop our services and
            solutions in response to changes in technology and client demand.
            Our success depends on our ability to develop and implement consulting, systems integration and
       technology, and outsourcing services and solutions that anticipate and respond to rapid and continuing changes in
       technology, industry developments and client needs. We may not be successful in anticipating or responding to
       these developments on a timely basis, and our offerings may not be successful in the marketplace. Implementing
       new services or solutions for our clients may entail more risk than supplying existing offerings. Also, services,
       solutions and technologies offered by current or future competitors may make our service or solution offerings
       uncompetitive or obsolete. Any one of these circumstances could have a material adverse effect on our ability to
       obtain or successfully deliver client work.
            The consulting, systems integration and technology, and outsourcing markets are highly competitive, and
            we might not be able to compete effectively.
          The consulting, systems integration and technology, and outsourcing markets are highly competitive. We
       compete with a variety of companies with respect to our offerings, including:
            •   Off−shore service providers in lower−cost locations, particularly Indian providers, that offer services
                similar to those we offer, often at highly competitive prices;

            •   Large multinational providers, including the service arms of large global technology providers, that offer
                some or all of the consulting, systems integration and technology, and outsourcing services that we do;


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            •   Niche solution or service providers that compete with us in a specific geographic market, industry
                segment or service area, including companies that provide new or alternative products, services or
                delivery models; and

            •   Accounting firms that are expanding or re−emphasizing their provision of consulting services.
            In addition, a client may choose to use its own resources rather than engage an outside firm for the types of
       services we provide.
            Some of our competitors may have greater financial, marketing or other resources than we do and, therefore,
       may be better able to compete for new work and skilled professionals. Additionally, some of our competitors,
       particularly those located in regions with lower costs of doing business, may be able to provide services and
       solutions at lower cost or on more favorable terms than we can, particularly in the outsourcing and systems
       integration markets. There is a risk that increased competition could put downward pressure on the prices we can
       charge for our services and on our operating margins. Similarly, if our competitors develop and implement
       methodologies that yield greater efficiency and productivity, they may be able to offer services similar to ours at
       lower prices without adversely affecting their profit margins. Even if we have potential offerings that address
       marketplace or client needs, our competitors may be more successful at selling similar services they offer,
       including to companies that are Accenture clients. If we are unable to provide our clients with superior services
       and solutions at competitive prices, our results of operations may suffer.
            In addition, we may face greater competition from companies that have increased in size or scope as the
       result of strategic mergers. These mergers may include consolidation activity among hardware manufacturers,
       software developers and vendors, and service providers. This vertical integration may result in greater
       convergence among previously separate technology functions or reduced access to products, and may adversely
       affect our competitive position.
            Our work with government clients exposes us to additional risks inherent in the government contracting
            environment.
            Our clients include national, provincial, state and local governmental entities. Our government work carries
       various risks inherent in the government contracting process. These risks include, but are not limited to, the
       following:
            •   Government entities typically fund projects through appropriated monies. While these projects are often
                planned and executed as multi−year projects, the government entities usually reserve the right to change
                the scope of or terminate these projects for lack of approved funding and at their convenience. Changes
                in government or political developments could result in our projects being reduced in scope or terminated
                altogether.

            •   Government entities often reserve the right to audit our contract costs, including allocated indirect costs,
                and conduct inquiries and investigations of our business practices with respect to our government
                contracts. If the client finds that the costs are not reimbursable, then we will not be allowed to bill for
                them, or the cost must be refunded to the client if it has already been paid to us. Findings from an audit
                also may result in our being required to prospectively adjust previously agreed rates for our work and
                may affect our future margins.

            •   If a government client discovers improper or illegal activities in the course of audits or investigations, we
                may become subject to various civil and criminal penalties and administrative sanctions, which may
                include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or
                debarment from doing business with other agencies of that government. The inherent limitations of
                internal controls may not prevent or detect all improper


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                or illegal activities, regardless of their adequacy. Additionally, an allegation of improper activity, even if
                not proven, could result in adverse publicity and damage to our reputation and business.
            •   Government contracts, and the proceedings surrounding them, are often subject to more extensive
                scrutiny and publicity than contracts with commercial clients. Negative publicity related to our
                government contracts, regardless of its accuracy, may further damage our business by affecting our
                ability to compete for new contracts.

            •   Political and economic factors such as pending elections, the outcome of recent elections, changes in
                leadership among key executive or legislative decision makers, revisions to governmental tax policies
                and reduced tax revenues can affect the number and terms of new government contracts signed.

            •   Terms and conditions of government contracts tend to be more onerous and are often more difficult to
                negotiate than those for commercial contracts.
            The occurrences or conditions described above could affect not only our business with the particular
       government agency involved, but also our business with other agencies of the same or other governmental
       entities. Additionally, because of their visibility and political nature, government projects may present a
       heightened risk to our reputation. Either of these could have a material adverse effect on our business or our
       results of operations.
            Our business could be adversely affected if our clients are not satisfied with our services.
            Our business model depends in large part on our ability to attract new work from our base of existing clients,
       at times on a sole source basis. Our business model also depends on relationships our senior executives develop
       with our clients so that we can understand our clients’ needs and deliver solutions and services that are tailored to
       those needs. If a client is not satisfied with the quality of work performed by us or a subcontractor, or with the
       type of services or solutions delivered, then we could incur additional costs to address the situation, the
       profitability of that work might be impaired, and the client’s dissatisfaction with our services could damage our
       ability to obtain additional work from that client. In particular, clients that are not satisfied might seek to
       terminate existing contracts prior to their scheduled expiration date and could direct future business to our
       competitors. In addition, negative publicity related to our client relationships, regardless of its accuracy, may
       further damage our business by affecting our ability to compete for new contracts with current and prospective
       clients.
            We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot
            deliver their project contributions on time or at all.
            Large and complex arrangements often require that we utilize subcontractors or that our services and
       solutions incorporate or coordinate with the software, systems or infrastructure requirements of other vendors
       and service providers. Our ability to serve our clients and deliver and implement our solutions in a timely manner
       depends on the ability of these subcontractors, vendors and service providers to meet their project obligations in a
       timely manner, as well as on our effective oversight of their performance. The quality of our services and
       solutions could suffer if our subcontractors or the third parties with whom we partner do not deliver their
       products and services in accordance with project requirements. In addition, certain work requires the use of
       unique and complex structures and alliances. Some of these structures require us to assume responsibility to the
       client for the performance of third parties whom we do not control. (For a discussion of our indemnification
       obligations under our client agreements, see “Management’s Discussion and Analysis of Financial Condition and
       Results of

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       Operations—Off−Balance Sheet Arrangements.”) If our subcontractors or these third parties fail to deliver their
       contributions on time or at all, if their contributions do not meet project requirements or require us to incur
       unanticipated costs to meet these requirements, or if we are unable to obtain reimbursement for liabilities of third
       parties that we have assumed, then our ability to perform could be adversely affected and we might be subject to
       additional liabilities, which could have a material adverse effect on our business, revenues, profitability or cash
       flow.
            Our results of operations could be adversely affected if our clients terminate their contracts with us on
            short notice.
            Our clients typically retain us on a non−exclusive, project−by−project basis. Although we do not centrally
       track the termination provisions of our consulting contracts, we estimate that the majority of our contracts can be
       terminated by our clients with short notice. Many of our consulting contracts are less than 12 months in duration,
       and these shorter−duration contracts typically permit a client to terminate the agreement with as little as 30 days
       notice and without significant penalty. Longer−term, larger and more complex contracts, such as the majority of
       our outsourcing contracts, generally require a longer notice period for termination and often include an early
       termination charge to be paid to us, but this charge might not be sufficient to cover our costs or make up for
       anticipated profits lost upon termination of the contract. Additionally, large client projects often involve multiple
       contracts or stages, and a client could choose not to retain us for additional stages of a project, try to renegotiate
       the terms of its contract or cancel or delay additional planned work.
           Terminations, cancellations or delays could result from factors that are beyond our control and unrelated to
       our work product or the progress of the project, including the business or financial conditions of the client,
       changes in ownership or management at our clients, changes in client strategies or the economy or markets
       generally. When contracts are terminated, we lose the anticipated revenues and might not be able to eliminate
       associated costs in a timely manner. Consequently, our profit margins in subsequent periods could be lower than
       expected.
            Outsourcing services are a significant part of our business and subject us to operational and financial
            risk.
            We earned approximately 40% of our net revenues in fiscal 2008 from our outsourcing services. This
       portion of our business presents potential operational and financial risks that are different from those of our
       consulting, technology and systems integration services. Our outsourcing services often involve taking over the
       operation of certain portions of our clients’ businesses. In some cases, we may deliver those services using client
       personnel and third−party contracts that are transferred to us. Occasionally, however, we assume responsibility
       for delivering our services using client personnel or client subcontractors who are not transferred to us, and we
       therefore have less ability to fully control their work and efforts. In addition, we could incur liability for failure to
       comply with laws or regulations related to the portions of our clients’ businesses that are transferred to us.
             This type of work also presents financial risks to us. Outsourcing contracts typically have longer terms than
       consulting contracts and generally have lower gross margins than consulting contracts, particularly during the
       first year of the contract. This could exert downward pressure on our overall gross margins, particularly during
       the early stages of new outsourcing contracts, which might not be offset by improved performance on contracts
       in our portfolio that we have been operating for a longer time. Furthermore, we face considerable competition for
       outsourcing work and our clients are increasingly using intensive contracting processes and aggressive
       contracting techniques, sometimes assisted by third−party advisors.

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            Our results of operations may be affected by the rate of growth in the use of technology in business and
            the type and level of technology spending by our clients.
            Our business depends in part upon continued growth in the use of technology in business by our clients and
       prospective clients and their customers and suppliers. In challenging economic environments, our clients may
       reduce or defer their spending on new technologies in order to focus on other priorities. At the same time, many
       companies have already invested substantial resources in their current means of conducting commerce and
       exchanging information, and they may be reluctant or slow to adopt new approaches that could disrupt existing
       personnel, processes and infrastructures. If the growth of use of technology in business or our clients’ spending
       on technology in business declines or if we cannot convince our clients or potential clients to embrace new
       technology solutions, our results of operations could be adversely affected.
            Our profitability could suffer if we are not able to maintain favorable pricing rates.
            Our profit margin, and therefore our profitability, is dependent on the rates we are able to charge for our
       services. If we are not able to maintain favorable pricing for our services, our profit margin and our profitability
       could suffer. The rates we are able to charge for our services are affected by a number of factors, including:
            •   our clients’ perceptions of our ability to add value through our services;

            •   competition;

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

            •   our competitors’ pricing policies;

            •   our ability to charge higher prices where market demand or the value of our services justifies it;

            •   our ability to accurately estimate, attain and sustain contract revenues, margins and cash flows over long
                contract periods;

            •   procurement practices of clients and their use of third−party advisors;

            •   aggressive use by our competitors of off−shore resources to provide lower−cost service delivery
                capabilities; and

            •   general economic and political conditions.
            Our profitability could suffer if we are not able to maintain favorable utilization rates.
            The cost of providing our services, including the utilization rate of our professionals, affects our
       profitability. Our utilization rates are affected by a number of factors, including:
            •   our ability to transition employees from completed projects to new assignments and to hire and assimilate
                new employees;

            •   our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of
                our geographies and workforces;
            •   our ability to manage attrition; and

            •   our need to devote time and resources to training, business development, professional development and
                other non−chargeable activities.


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            In recent periods we have maintained a utilization rate that is high by our historical standards. There are no
       assurances this will be our utilization rate in future periods. Additionally, we may not achieve a utilization rate
       that is optimal for us. If our utilization rate is too high, it could have an adverse effect on employee engagement
       and attrition. If our utilization rate is too low, our profit margin and profitability could suffer.
            Our business could be negatively affected if we incur legal liability in connection with providing our
            solutions and services.
            If we fail to meet our contractual obligations, fail to disclose our financial or other arrangements with our
       alliance partners or otherwise breach obligations to clients, or if our subcontractors dispute the terms of our
       agreements with them, we could be subject to legal liability. We may enter into non−standard agreements
       because we perceive an important economic opportunity or because our personnel did not adequately adhere to
       our guidelines. In addition, the contracting practices of our offshore competitors may cause contract terms and
       conditions that are unfavorable to us to become standardized in the marketplace. We may find ourselves
       committed to providing services that we are unable to deliver or whose delivery will cause us financial loss. If we
       cannot or do not perform our obligations, we could face legal liability and our contracts might not always protect
       us adequately through limitations on the scope of our potential liability. If we cannot meet our contractual
       obligations to provide solutions and services, and if our exposure is not adequately limited through the terms of
       our agreements, we might face significant legal liability and our business could be adversely affected.
            If our pricing structures do not accurately anticipate the cost and complexity of performing our work,
            then our contracts could be unprofitable.
            We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending
       on the particular contract, these include time−and−materials pricing, fixed−price pricing, and contracts with
       features of both of these pricing models. Our pricing is highly dependent on our internal forecasts and predictions
       about our projects and the marketplace, which might be based on limited data and could turn out to be inaccurate.
       If we do not accurately estimate the costs and timing for completing projects, our contracts could prove
       unprofitable for us or yield lower profit margins than anticipated. We could face greater risk when pricing our
       outsourcing contracts, as many of our outsourcing projects entail the coordination of operations and workforces
       in multiple locations, utilizing workforces with different skillsets and competencies and geographically
       distributed service centers. Furthermore, on outsourcing work we occasionally hire employees from our clients
       and assume responsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin
       estimates on outsourcing work frequently include anticipated long−term cost savings from transformational and
       other initiatives that we expect to achieve and sustain over the life of the outsourcing contract. There is a risk that
       we will underprice our contracts, fail to accurately estimate the costs of performing the work or fail to accurately
       assess the risks associated with potential contracts. In particular, any increased or unexpected costs, delays or
       failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance
       of this work, including those caused by factors outside our control, could make these contracts less profitable or
       unprofitable, which could have an adverse effect on our profit margin.
            Many of our contracts utilize performance pricing that links some of our fees to the attainment of various
            performance or business targets. This could increase the variability of our revenues and margins.
           Many of our contracts include performance clauses that require us to achieve agreed−upon performance
       standards or milestones. If we fail to satisfy these measures, it could reduce our fees

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       under the contracts, delay expected payments or subject us to potential damage claims under the contract terms.
       Additionally, we have a number of contracts, many of which are outsourcing contracts, in which a portion of our
       fees or incentives depends on factors such as cost−savings, revenue enhancement, benefits produced, business
       goals attained and adherence to schedule. These goals can be complex and may depend in some measure on our
       clients’ actual levels of business activity. These provisions could increase the variability in revenues and margins
       earned on those contracts.
            Our alliance relationships may not be successful.
            We have alliances with companies whose capabilities complement our own. See “Business—Alliances.” As
       most of our alliance relationships are non−exclusive, our alliance partners are not prohibited from forming closer
       or preferred arrangements with our competitors. Loss of or limitations on our relationships with them could
       adversely affect our financial condition and results of operations.
            Our global operations are subject to complex risks, some of which might be beyond our control.
            We have offices and operations in 52 countries around the world and provide services to clients in more than
       120 countries. In fiscal 2008, approximately 42% of our net revenues were attributable to the Americas region,
       49% were attributable to the Europe, Middle East and Africa region (“EMEA”), and 9% were attributable to the
       Asia Pacific region. In addition, our Global Delivery Network comprises local Accenture professionals working
       at client sites around the world in tandem with professionals resident in other countries located in more than 50
       delivery centers. If we are unable to manage the risks of our global operations, including fluctuations in foreign
       exchange and inflation rates, international hostilities, terrorism, natural disasters, security breaches, failure to
       maintain compliance with our clients’ control requirements and multiple legal and regulatory systems, our results
       of operations could be adversely affected.
            Our operating results may be adversely affected by fluctuations in foreign currency exchange
       rates. Although we report our operating results in U.S. dollars, a significant percentage of our net revenues is
       denominated in currencies other than the U.S. dollar. Fluctuations in foreign currency exchange rates can have a
       number of adverse effects on us.
            •   Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues,
                expenses and income, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during
                or at the end of each reporting period. Therefore, changes in the value of the U.S. dollar against other
                currencies will affect our net revenues, operating income and the value of balance−sheet items originally
                denominated in other currencies. Declines in the value of other currencies against the U.S. dollar could
                cause our consolidated earnings stated in U.S. dollars to be lower than our consolidated earnings in local
                currency and could affect our reported results when compared against other periods. Conversely,
                increases in the value of other currencies against the U.S. dollar could cause our consolidated earnings
                stated in U.S. dollars to be higher than our consolidated earnings in local currency and could affect our
                reported results when compared against other periods. There is no guarantee that our financial results will
                not be adversely affected by currency exchange rate fluctuations.

            •   In some countries we could be subject to strict restrictions on the movement of cash and the exchange of
                foreign currencies, which could limit our ability to use this cash across our global operations.

            •   As we continue to leverage our global delivery model, more of our expenses are incurred in currencies
                other than those in which we bill for the related services. An increase in the value


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               of certain currencies, such as the Indian rupee, against the U.S. dollar could increase costs for delivery of
               services at off−shore sites by increasing labor and other costs that are denominated in local currency, and
               there can be no assurance that our contractual provisions or our currency hedging activities would offset
               this impact. This could result in a decrease in the profitability of our contracts that are utilizing delivery
               center resources.
            International hostilities, terrorist activities, natural disasters and infrastructure disruptions could prevent us
       from effectively serving our clients and thus adversely affect our operating results. Acts of terrorist violence,
       armed regional and international hostilities and international responses to these hostilities, natural disasters,
       global health risks or pandemics or the threat of or perceived potential for these events, could have a negative
       impact on us. These events could adversely affect our clients’ levels of business activity and precipitate sudden
       significant changes in regional and global economic conditions and cycles. These events also pose significant
       risks to our people and to physical facilities and operations around the world, whether the facilities are ours or
       those of our alliance partners or clients. By disrupting communications and travel and increasing the difficulty of
       obtaining and retaining highly skilled and qualified personnel, these events could make it difficult or impossible
       for us to deliver services to our clients. Extended disruptions of electricity, other public utilities or network
       services at our facilities, as well as system failures at, or security breaches in, our facilities or systems, could also
       adversely affect our ability to serve our clients. While we plan and prepare to defend against each of these
       occurrences, we might be unable to protect our people, facilities and systems against all such occurrences. We
       generally do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars. If
       these disruptions prevent us from effectively serving our clients, our operating results could be adversely
       affected.
            We could have liability or our reputation could be damaged if we do not protect client data or information
       systems or if our information systems are breached. We are dependent on information technology networks and
       systems to process, transmit and store electronic information and to communicate among our locations around
       the world and with our alliance partners and clients. Security breaches of this infrastructure could lead to
       shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. We
       are also required at times to manage, utilize and store sensitive or confidential client or employee data. As a
       result, we are subject to numerous U.S. and foreign jurisdiction laws and regulations designed to protect this
       information, such as the European Union Directive on Data Protection and various U.S. federal and state laws
       governing the protection of health or other individually identifiable information. If any person, including any of
       our employees, negligently disregards or intentionally breaches our established controls with respect to such data
       or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines and/or
       criminal prosecution. Unauthorized disclosure of sensitive or confidential client or employee data, whether
       through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause
       us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for
       our clients, whether by our employees or third parties, could result in negative publicity, legal liability and
       damage to our reputation.
            We could incur liability or our reputation could be damaged if our provision of services and solutions to our
       clients contributes to our clients’ internal control deficiencies. Our clients may request that we provide an audit
       of control activities we perform for them when we host or process data belonging to them. Our ability to acquire
       new clients and retain existing clients may be adversely affected and our reputation could be harmed if we
       receive a qualified opinion, or if we cannot obtain an unqualified opinion in a timely manner. Additionally, we
       could incur liability if a process we manage for a client were to result in internal controls failures or impair our
       client’s ability to comply with its own internal control requirements.

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            Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements,
       and violation of these regulations could harm our business. Because we provide services to clients in more than
       120 countries, we are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as
       import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs,
       immigration, internal and disclosure control obligations, securities regulation, anti−competition, data privacy and
       labor relations. Violations of these regulations in the conduct of our business could result in fines, criminal
       sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of
       these regulations in connection with the performance of our obligations to our clients also could result in liability
       for monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage,
       restrictions on our ability to process information and allegations by our clients that we have not performed our
       contractual obligations. Due to the varying degrees of development of the legal systems of the countries in which
       we operate, local laws might be insufficient to protect our rights.
            Legislation related to certain non−U.S. corporations has been enacted in various jurisdictions in the United
       States, none of which adversely affects Accenture. However, additional legislative proposals remain under
       consideration in various legislatures which, if enacted, could limit or even prohibit our eligibility to be awarded
       state or federal government contracts in the United States in the future. Changes in laws and regulations
       applicable to foreign corporations could also mandate significant and costly changes to the way we implement
       our services and solutions, such as preventing us from using off−shore resources to provide our services, or could
       impose additional taxes on the provision of our services and solutions. These changes could threaten our ability
       to continue to serve certain markets.
            In many parts of the world, including countries in which we operate, practices in the local business
       community might not conform to international business standards and could violate anticorruption regulations,
       including the U.S. Foreign Corrupt Practices Act, which prohibits giving or offering to give anything of value
       with the intent to influence the awarding of government contracts. Although we have policies and procedures to
       ensure legal and regulatory compliance, our employees, subcontractors and agents could take actions that violate
       these requirements. Violations of these regulations could subject us to criminal or civil enforcement actions,
       including fines and suspension or disqualification from U.S. federal procurement contracting, any of which could
       have a material adverse effect on our business.
            Our profitability could suffer if we are not able to control our costs.
            Our ability to control our costs and improve our efficiency affects our profitability. As the continuation of
       pricing pressures could result in permanent changes in pricing policies and delivery capabilities, we must
       continuously improve our management of costs. Our short−term cost reduction initiatives, which focus primarily
       on reducing variable costs, might not be sufficient to deal with all pressures on our pricing. Our long−term
       cost−reduction initiatives, which focus on global reductions in costs for service delivery and infrastructure, rely
       upon our successful introduction and coordination of multiple geographic and competency workforces and a
       growing number of geographically distributed delivery centers. As we increase the number of our professionals
       and execute our strategies for growth, we might not be able to manage significantly larger and more diverse
       workforces, control our costs or improve our efficiency, and our profitability could be negatively affected.

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            If we are unable to attract, retain and motivate employees or efficiently utilize their skills, we might not be
            able to compete effectively and will not be able to grow our business.
             Our success and ability to grow are dependent, in large part, on our ability to hire, retain and motivate
       sufficient numbers of talented people with the increasingly diverse skills needed to serve clients and grow our
       business. Competition for skilled personnel is intense at all levels of experience and seniority. To address this
       competition, we may need to further adjust our compensation practices, which could put upward pressure on our
       costs and adversely affect our profit margins. We are particularly dependent on the skills of our senior
       executives, and if we are not able to successfully retain and motivate our senior executives and experienced
       managers, our ability to develop new business and effectively lead our current projects could be jeopardized. At
       the same time, the profitability of our business model depends on our ability to effectively utilize personnel with
       the right mix of skills and experience to support our projects and global delivery centers. The processes and costs
       associated with recruiting, training and retaining employees place significant demands on our resources. There is
       a risk that at certain points in time and in certain geographical regions, we will find it difficult to hire and retain a
       sufficient number of employees with the skills or backgrounds we require, or that it will prove difficult to retain
       them in a competitive labor market. If we are unable to hire and retain talented employees with the skills, and in
       the locations, we require, we might need to redeploy existing personnel or increase our reliance on subcontractors
       to fill certain of our labor needs. If we need to re−assign personnel from other areas, or employ subcontractors, it
       could increase our costs and adversely affect our profit margins. If we are not successful at retaining and
       motivating our senior executives, attracting and retaining other qualified employees in sufficient numbers to meet
       the demands of our business, or utilizing our people effectively, then our ability to compete for new work and
       successfully complete existing work for our clients could be adversely affected.
            If we are unable to collect our receivables or unbilled services, our results of operations and cash flows
            could be adversely affected.
            Our business depends on our ability to successfully obtain payment from our clients of the amounts they
       owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on
       relatively short cycles. In limited circumstances, we also extend financing to our clients, which totaled
       $156 million at August 31, 2008. We maintain allowances against receivables and unbilled services. Actual
       losses on client balances could differ from those that we currently anticipate and as a result we might need to
       adjust our allowances. There is no guarantee that we will accurately assess the creditworthiness of our clients.
       Macroeconomic conditions could also result in financial difficulties for our clients, and as a result could cause
       clients to delay payments to us, request modifications to their payment arrangements that could increase our
       receivables balance, or default on their payment obligations to us. Recovery of client financing and timely
       collection of client balances also depend on our ability to complete our contractual commitments and bill and
       collect our contracted revenues. If we are unable to meet our contractual requirements, we might experience
       delays in collection of and/or be unable to collect our client balances, and if this occurs, our results of operations
       and cash flows could be adversely affected. In addition, if we experience an increase in the time to bill and
       collect for our services, our cash flows could be adversely affected.
            Our services or solutions could infringe upon the intellectual property rights of others or we might lose
            our ability to utilize the intellectual property of others.
            We cannot be sure that our services and solutions, or the solutions of others that we offer to our clients, do
       not infringe on the intellectual property rights of third parties, and we could have

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       infringement claims asserted against us or against our clients. These claims could harm our reputation, cost us
       money and prevent us from offering some services or solutions. In a number of our contracts, we agree to
       indemnify our clients for expenses or liabilities resulting from claimed infringements of the intellectual property
       rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we
       receive from the client. Any claims or litigation in this area, whether we ultimately win or lose, could be
       time−consuming and costly, injure our reputation or require us to enter into royalty or licensing arrangements.
       We might not be able to enter into these royalty or licensing arrangements on acceptable terms. If a claim of
       infringement were successful against us or our clients, an injunction might be ordered against our client or our
       own services or operations, causing further damages.
            We could lose our ability to utilize the intellectual property of others. Third−party suppliers of software,
       hardware or other intellectual assets could be acquired or sued, and this could disrupt use of their products or
       services by Accenture and our clients. If our ability to provide services and solutions to our clients is impaired,
       our operating results could be adversely affected.
            We have only a limited ability to protect our intellectual property rights, which are important to our
            success.
            Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual
       property. Existing laws of some countries in which we provide services or solutions might offer only limited
       protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality
       policies, nondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect
       our intellectual property rights. The steps we take in this regard might not be adequate to prevent or deter
       infringement or other misappropriation of our intellectual property, and we might not be able to detect
       unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights.
            Depending on the circumstances, we might need to grant a specific client greater rights in intellectual
       property developed in connection with a contract than we otherwise generally do. In certain situations, we might
       forego all rights to the use of intellectual property we help create, which would limit our ability to reuse that
       intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us
       to lose revenue−generating opportunities and require us to incur additional expenses to develop new or modified
       solutions for future projects.
            New tax legislation or interpretations could lead to an increase in our tax burden.
            New tax legislation, regulations or other interpretations could materially increase our tax expense. In 2004,
       the United States Congress enacted the American Jobs Creation Act of 2004, or the “AJCA,” which enacted an
       Internal Revenue Code provision that treats a non−U.S. company that undertook an expatriation transaction as a
       U.S. corporation for U.S. federal income tax purposes. Other similar proposals have been made from time to
       time. We do not believe the 2004 legislation applies to Accenture; however, future legislative developments or
       adverse interpretations related to this legislation may materially increase our tax expense. We are not able to
       predict with certainty the impact of new legislation or whether a tax authority will challenge our interpretation of
       this or other tax legislation.
            Negative publicity related to Bermuda companies could affect our relationships with our clients.
           From time to time, there has been negative publicity related to companies incorporated in Bermuda. One
       frequent criticism is that certain U.S. companies undertook expatriation transactions to

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       offshore jurisdictions, such as Bermuda, to improperly avoid U.S. taxes or to create an unfair competitive
       advantage over U.S. companies. Although incorporated in Bermuda, Accenture did not undertake an expatriation
       transaction. Nonetheless, such negative publicity could harm our reputation and impair our ability to generate
       new business if companies or government agencies decline to do business with us as a result of a negative public
       image of Bermuda companies or the possibility of our clients receiving negative media attention from doing
       business with us.
            If we are unable to manage the organizational challenges associated with our size and expansion, we
            might be unable to achieve our business objectives.
            Since 2001, we have more than doubled the size of our workforce so that, as of August 31, 2008, we had
       more than 186,000 employees, located in more than 200 cities in 52 countries. Increasingly, our expansion is
       taking place outside of the United States and Europe, with particular growth in our locations in India and the
       Philippines. Our size presents significant management and organizational challenges and these issues may
       become more pronounced as we continue our expansion. It takes time for our newer employees to develop the
       knowledge, skills and experience that our business model requires. As a result, it could become increasingly
       difficult to maintain common standards across an expanding enterprise or to effectively institutionalize our
       know−how. Continued growth may also make it increasingly difficult to maintain our culture, effectively manage
       our personnel and operations and effectively communicate to our personnel worldwide our core values, strategies
       and goals. Finally, the size and scope of our operations increases the possibility that an employee will engage in
       unlawful or fraudulent activity, or otherwise expose us to unacceptable business risks, despite our efforts to
       maintain internal controls to prevent such instances. If we do not continue to develop and implement the right
       processes and tools to manage our large and expanding enterprise, our ability to compete successfully and
       achieve our business objectives could be impaired.
            We may not be successful at identifying, acquiring or integrating other businesses or technologies.
            We expect to continue our program of pursuing strategic acquisitions designed to enhance our capabilities.
       However, there can be no assurance that we will successfully identify suitable acquisition candidates, succeed in
       completing targeted transactions or achieve desired financial or operating results. Furthermore, we face
       numerous risks in integrating any businesses we might acquire. We might need to dedicate additional
       management and other resources to complete the transactions. Our organizational structure could make it
       difficult for us to efficiently integrate acquired businesses or technologies into our ongoing operations and
       assimilate employees of those businesses into our culture and operations. Accordingly, we might fail to realize
       the expected benefits or strategic objectives of any acquisition we undertake. If we are unable to complete the
       number and kind of acquisitions for which we plan, or if we are inefficient or unsuccessful at integrating any
       acquired businesses into our operations, we may not be able to achieve our planned rates of growth or further
       improve our market share, profitability or competitive position in specific markets or services.
            Consolidation in the industries that we serve could adversely affect our business.
            Companies in the industries that we serve may seek to achieve economies of scale and other synergies by
       combining with or acquiring other companies. If two or more of our current clients merge or consolidate and
       combine their operations, it may decrease the amount of work that we perform for these clients. If one of our
       current clients merges or consolidates with a company that relies on another provider for its consulting, systems
       integration and technology, or outsourcing services, we may lose work from that client or lose the opportunity to
       gain additional work. The increased market power of

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       larger companies could also increase pricing and competitive pressures on us. Any of these possible results of
       industry consolidation could adversely affect our business.
            Our ability to attract and retain business may depend on our reputation in the marketplace.
            Our services are marketed to clients and prospective clients based on a number of factors. Since many of our
       specific client engagements involve unique services and solutions, our corporate reputation is a significant factor
       in our clients’ evaluation of whether to engage our services. We believe the Accenture brand name and our
       reputation are important corporate assets that help distinguish our services from those of our competitors and also
       contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially
       susceptible to damage by actions or statements made by current or former clients, competitors, vendors,
       adversaries in legal proceedings, government regulators, as well as members of the investment community and
       the media. There is a risk that negative information about Accenture, even if based on rumor or
       misunderstanding, could adversely affect our business. In particular, damage to our reputation could be difficult
       and time−consuming to repair, could make potential or existing clients reluctant to select us for new
       engagements, resulting in a loss of business, and could adversely affect our recruitment and retention efforts.
       Damage to our reputation could also reduce the value and effectiveness of the Accenture brand name and could
       reduce investor confidence in us, adversely affecting our share price.
       Risks That Relate to Ownership of Our Class A Common Shares
            The share price of Accenture Ltd Class A common shares could be adversely affected from time to time by
            sales, or the anticipation of future sales, of Class A common shares held by our employees and former
            employees.
           Our employees and former employees continue to hold significant amounts of equity in Accenture in the
       form of Accenture Ltd Class A common shares, restricted share units and options, and shares in our subsidiaries,
       most of which are exchangeable or redeemable for Accenture Ltd Class A common shares. The majority of these
       holdings are, or may become, freely tradable in the marketplace, as described below.
         Our current and former employees hold a large number of shares that will become freely tradable in the
         periods before and after July 24, 2009
            At the time of our transition to a corporate structure in 2001, many of our senior executives received a
       substantial number of Accenture Ltd Class A common shares and/or securities that may be exercisable,
       redeemable or exchangeable for Accenture Ltd Class A common shares or pursuant to which Accenture Ltd
       Class A common shares may be delivered to such senior executives. Those shares have generally been subject to
       transfer restrictions that lapse with the passage of time through July 24, 2009. In 2007, we eliminated a
       requirement that active employees hold at least 25% of these shares at all times during their employment. In
       addition, we have also enacted a number of graduated waivers of transfer restrictions to permit our current and
       former senior executives to transfer or sell into the marketplace a portion of these shares significantly earlier than
       would have been the case in the past. As a result, there are a substantial number of shares, previously subject to
       transfer restrictions, that are currently available for sale, and more will become available through July 2009. As a
       result, there is a risk that sales of these shares could have an adverse effect on our share price. For a complete
       description of the transfer restrictions and waivers, see “Business—Organizational Structure—Restrictions on
       Transfer of Certain Accenture Shares.”

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         Our Senior Executive Trading Policy might not be effective at limiting the number of shares sold
            We maintain a Senior Executive Trading Policy that provides, among other things, that covered shares held
       by actively employed senior executives will be subject to company−imposed quarterly trading guidelines. See
       “Business—Organizational Structure—Restrictions on Transfer of Certain Accenture Shares—Senior Executive
       Trading Policy.” These guidelines, which can be adjusted by management, are not legal or contractual
       restrictions, however, and there is a risk that the internal sanctions available to us might not adequately dissuade
       individual employees from attempting transfers in excess of the amounts permitted under the policy.
       Additionally, there is a risk that this policy creates an adverse incentive for some senior executives to retire or to
       terminate their employment in order to sell unrestricted shares that would otherwise be governed by these
       quarterly trading guidelines. This could have an adverse effect on our ability to retain talented and experienced
       senior executives.
         The sale of shares issued under our 2001 Share Incentive Plan could have an adverse effect on our share price
           In addition to the covered shares described above, as of October 1, 2008, a total of 54,159,824 Accenture
       Ltd Class A common shares underlying restricted share units were scheduled to be delivered during the calendar
       years indicated below:

  Calendar
   Year                                                                                                Number of Shares

                            2008                                                                                 1,718,486
                            2009                                                                                16,548,327
                            2010                                                                                16,979,277
                            2011                                                                                 6,458,262
                        2012 and after                                                                          12,455,472
            Furthermore, as of October 1, 2008, a total of 33,732,489 Accenture Ltd Class A common shares were
       issuable pursuant to options that are currently exercisable. Upon delivery of restricted stock, or exercise of
       employee stock options, under our 2001 Share Incentive Plan, our employees or former employees may choose
       to sell a significant number of our shares in open market transactions. There is a risk that this could put additional
       downward pressure on the price of Accenture Ltd Class A common stock.
            Our share price has fluctuated in the past and could continue to fluctuate, including in response to
            variability in revenues, operating results and profitability, and as a result our share price could be
            difficult to predict.
            Our share price has fluctuated in the past and could continue to fluctuate in the future in response to various
       factors. These factors include:
            •   announcements by us or our competitors about developments in our business or prospects;

            •   projections or speculation about our business or that of our competitors by the media or investment
                analysts;

            •   changes in macroeconomic or political factors unrelated to our business;

            •   general or industry−specific market conditions or changes in financial markets; and

            •   changes in our revenues, operating results and profitability.


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           Our revenues, operating results and profitability have varied in the past and are likely to vary significantly
       from quarter to quarter in the future, making them difficult to predict. Some of the factors that could cause our
       revenues, operating results and profitability to vary include:
            •   seasonality, including number of workdays and holiday and summer vacations;

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

            •   periodic differences between our clients’ estimated and actual levels of business activity associated with
                ongoing work;

            •   the stage of completion of existing projects and/or their termination;

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

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

            •   changes in our pricing policies or those of our competitors;

            •   our ability to manage costs, including those for personnel, travel, support services and severance;

            •   our ability to maintain an appropriate headcount in each of our workforces;

            •   acquisition and integration costs related to possible acquisitions of other businesses;

            •   changes in, or the application of changes in, accounting principles or pronouncements under
                U.S. generally accepted accounting principles, particularly those related to revenue recognition;

            •   currency exchange rate fluctuations;

            •   changes in estimates, accruals or payments of variable compensation to our employees; and

            •   global, regional and local economic and political conditions and related risks, including acts of terrorism.
            As a result of any of these factors, our share price could be difficult to predict and our share price in the past
       might not be a good indicator of the price of our shares in the future. In addition, if litigation is instituted against
       us following variability in our share price, we might need to devote substantial time and resources to responding
       to the litigation, and our share price could be adversely affected.
            Our share price could be adversely affected if we are unable to maintain effective internal controls.
            The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are
       required to provide a report from management to our shareholders on our internal control over financial reporting
       that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has
       inherent limitations, including human error, the possibility that controls could be circumvented or become
       inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal control over
       financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute
       adequate internal control over financial reporting or implement required new or improved controls that provide
       reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for
       external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely
       basis, or be unable to properly report on our business and the results of our operations and the market price of our
       securities could be materially adversely affected.

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            We are registered in Bermuda and a significant portion of our assets are located outside the United
            States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the
            federal or state securities laws of the United States.
            We are organized under the laws of Bermuda, and a significant portion of our assets are located outside the
       United States. A shareholder who obtains a court judgment based on the civil liability provisions of U.S. federal
       or state securities laws may be unable to enforce the judgment against us in Bermuda or in countries other than
       the United States where we have assets. In addition, there is some doubt as to whether the courts of Bermuda and
       other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or
       officers based on the civil liabilities provisions of the federal or state securities laws of the United States or
       would hear actions against us or those persons based on those laws. We have been advised by our legal advisors
       in Bermuda that the United States and Bermuda do not currently have a treaty providing for the reciprocal
       recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the
       payment of money rendered by any federal or state court in the United States based on civil liability, whether or
       not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Bermuda.
       Similarly, those judgments might not be enforceable in countries other than the United States where we have
       assets.
            Bermuda law differs from the laws in effect in the United States and might afford less protection to
            shareholders.
           Our shareholders could have more difficulty protecting their interests than would shareholders of a
       corporation incorporated in a jurisdiction of the United States. As a Bermuda company, we are governed by the
       Companies Act 1981 of Bermuda. The Companies Act differs in some material respects from laws generally
       applicable to U.S. corporations and shareholders, including the provisions relating to interested directors,
       mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.
            Under Bermuda law, the duties of directors and officers of a company are generally owed to the company
       only. Shareholders of Bermuda companies do not generally have rights to take action against directors or officers
       of the company, and may only do so in limited circumstances. Officers of a Bermuda company must, in
       exercising their powers and performing their duties, act honestly and in good faith with a view to the best
       interests of the company and must exercise the care and skill that a reasonably prudent person would exercise in
       comparable circumstances. Directors have a duty not to put themselves in a position in which their duties to the
       company and their personal interests might conflict and also are under a duty to disclose any personal interest in
       any contract or arrangement with the company or any of its subsidiaries. If a director or officer of a Bermuda
       company is found to have breached his duties to that company, he could be held personally liable to the company
       in respect of that breach of duty. A director may be liable jointly and severally with other directors if it is shown
       that the director knowingly engaged in fraud or dishonesty. In cases not involving fraud or dishonesty, the
       liability of the director will be determined by the Bermuda courts on the basis of their estimation of the
       percentage of responsibility of the director for the matter in question, in light of the nature of the conduct of the
       director and the extent of the causal relationship between his conduct and the loss suffered.

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            We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it
            may dilute our shareholders’ ownership interest in us.
            We might choose to raise additional funds through public or private debt or equity financings in order to:
            •   take advantage of opportunities, including more rapid expansion;

            •   acquire other businesses or technologies;

            •   repurchase shares from our shareholders;

            •   develop new services and solutions; or

            •   respond to competitive pressures.
            Any additional capital raised through the sale of equity could dilute shareholders’ ownership percentage in
       us. Furthermore, any additional financing we need might not be available on terms favorable to us, or at all.
       ITEM 1B.      UNRESOLVED STAFF COMMENTS
            None.
       ITEM 2. PROPERTIES
            We have major offices in the world’s leading business centers, including New York, London, Frankfurt,
       Paris, Madrid, Chicago, Milan, Tokyo, Sao Paolo, Rome, Bangalore, San Francisco, Sydney, Manila and Boston,
       among others. In total, we have offices and operations in more than 200 cities in 52 countries around the world.
       We do not own any material real property. Substantially all of our office space is leased under long−term leases
       with varying expiration dates. We believe that our facilities are adequate to meet our needs in the near future.
       ITEM 3. LEGAL PROCEEDINGS
            We are involved in a number of judicial and arbitration proceedings concerning matters arising in the
       ordinary course of our business. We and/or our personnel also from time to time are involved in investigations by
       various regulatory or legal authorities concerning matters arising in the course of our business around the world.
       We do not expect that any of these matters, individually or in the aggregate, will have a material impact on our
       results of operations or financial condition.
            As previously reported, in September 2007, the State of Connecticut filed an action in State Superior Court
       in Hartford against Accenture arising out of an alleged data security breach. The action arose in connection with
       work we undertook for the State of Connecticut’s Office of the Comptroller (the “Core−CT Project”), during
       which Accenture properly came into the possession of confidential information, including personally identifiable
       information, concerning Connecticut citizens. The complaint alleges that some of the information was
       subsequently placed on a server maintained by the State of Ohio by Accenture employees who were transferred
       from the Core−CT Project to a similar project for the State of Ohio, and that a back−up tape from the Ohio server
       containing some of the information was stolen in June 2007 from an Ohio state employee. The State of
       Connecticut claims that Accenture breached its contract with the Connecticut Comptroller’s office and also
       asserts negligence and the unauthorized taking of information by Accenture. The complaint seeks injunctive
       relief and damages, including restitution of some unspecified portion of the amount paid to Accenture pursuant to
       the Core−CT Project contract. During the investigation of this matter, it was discovered that confidential
       information belonging to several other Accenture clients appeared on the Ohio server, and

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       Accenture has notified the affected clients. Although these events represent a breach of Accenture’s internal
       policies on data security, we have no evidence that any individual has been harmed as a result. Accenture is
       committed to maintaining the security of its clients’ data and has conducted an internal investigation to ensure
       the integrity of all confidential data, including personally identifiable information, in its possession. Accenture is
       continuing to take proactive remedial measures to reinforce adherence to its data protection policies. In addition
       to the Connecticut suit, it is possible that other affected parties could bring similar lawsuits or proceedings. We
       do not believe these matters will have a material impact on our results of operations or financial condition.
            As previously reported, on April 12, 2007, the U.S. Department of Justice (the “DOJ”) intervened in a civil
       “qui tam” action previously filed under seal by two private individuals in the U.S. District Court for the Eastern
       District of Arkansas against Accenture and several of its indirect subsidiaries. The complaint alleges that, in
       connection with work we undertook for the U.S. federal government, we received payments, resale revenue, or
       other benefits as a result of alliance agreements we maintain with technology vendors and others in violation of
       our contracts with the U.S. government and/or applicable law or regulations. Similar suits were brought against
       other companies in our industry. The total amount of the payments, resale revenue and other benefits alleged in
       the complaint is $32 million. The suit alleges that these amounts were not disclosed to the government in
       violation of the Federal False Claims Act and the Anti−Kickback Act, among other statutes. The DOJ complaint
       seeks various remedies including treble damages, statutory penalties and disgorgement of profits. The suit could
       lead to other related proceedings by various agencies of the U.S. government, including potential suspension or
       debarment proceedings. We intend to defend this matter vigorously and do not believe this matter will have a
       material impact on our results of operations or financial condition.
            As previously reported in July 2003, we became aware of an incident of possible noncompliance with the
       Foreign Corrupt Practices Act and/or with Accenture’s internal controls in connection with certain of our
       operations in the Middle East. In 2003, we voluntarily reported the incident to the appropriate authorities in the
       United States promptly after its discovery. Shortly thereafter, the SEC advised us it would be undertaking an
       informal investigation of this incident, and the DOJ indicated it would also conduct a review. Since that time,
       there have been no further developments. We do not believe that this incident will have any material impact on
       our results of operations or financial condition.
           We currently maintain the types and amounts of insurance customary in the industries and countries in
       which we operate, including coverage for professional liability, general liability and management liability. We
       consider our insurance coverage to be adequate both as to the risks and amounts for the businesses we conduct.
       ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            No matters were submitted to a vote of security holders of Accenture Ltd or Accenture SCA during the
       fourth quarter of fiscal 2008.
       Executive Officers of the Registrant
            Our executive officers and persons chosen to become executive officers as of the date hereof are as follows:
            Kevin Campbell, 48, became our group chief executive—Outsourcing in September 2006, after serving as
       our senior managing director—Business Process Outsourcing beginning in February 2005. Previously, he served
       as the vice president of global sales at Hewitt Associates from September 2004 to February 2005, and as
       president and chief operating officer of Exult Inc. from May 2000 to

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       September 2004, when Exult merged with Hewitt. Mr. Campbell was previously employed by Accenture from
       1982 until 1999.
           Gianfranco Casati, 49, became our group chief executive—Products operating group in September 2006.
       From April 2002 to September 2006, Mr. Casati was managing director of the Products operating group’s Europe
       operating unit. He also served as Accenture’s country managing director for Italy and as chairman of our
       geographic council in its IGEM (Italy, Greece, emerging markets) region, supervising Accenture offices in Italy,
       Greece and several Eastern European countries. Mr. Casati has been with Accenture for 24 years.
           Martin I. Cole, 52, became our group chief executive—Communications & High Tech operating group in
       September 2006, after serving as our group chief executive—Public Service operating group from September
       2004 to September 2006. From September 2000 to August 2004, he served in leadership roles in our outsourcing
       group, including serving as global managing partner of our Outsourcing & Infrastructure Delivery group.
       Mr. Cole has been with Accenture for 28 years.
           Anthony G. Coughlan, 51, has been our principal accounting officer since September 2004 and our
       controller since September 2001. Mr. Coughlan has been with Accenture for 30 years.
           Pamela J. Craig, 51, has been our chief financial officer since October 2006. From March 2004 to October
       2006, she was our senior vice president—Finance. Previously, Ms. Craig was our group director—Business
       Operations & Services from March 2003 to March 2004, and was our managing partner—Global Business
       Operations from June 2001 to March 2003. Ms. Craig has served as a director of Avanade Inc. since February
       2006, and is a member of its Audit Committee. Ms. Craig has been with Accenture for 26 years.
           Juan Domenech, 52, became our group chief executive—Public Service operating group in September
       2008. Prior to assuming his current role, he served in various leadership roles in our Public Service operating
       group, including as its chief operating officer from 2004 until September 2008. Mr. Domenech has been with
       Accenture for 25 years.
            Karl−Heinz Flöther, 56, has been our group chief executive—Systems Integration & Technology since
       May 2005. From December 1999 to May 2005 he was our group chief executive—Financial Services operating
       group. In addition, Mr. Flöther served as one of our directors from June 2001 to February 2004, and is currently a
       director of Avanade Inc. Mr. Flöther has been with Accenture for 29 years.
           Mark Foster, 49, became our group chief executive—Management Consulting & Integrated Markets in
       September 2006. Prior to that, Mr. Foster served as our group chief executive—Products operating group from
       March 2002 to September 2006. From September 2000 to March 2002, he was managing partner of our Products
       operating group in Europe. Mr. Foster has been with Accenture for 24 years.
           Robert N. Frerichs, 56, has been our chief risk officer since September 2004. From November 2003 to
       September 2004, he was chief operating officer of our Communication & High Tech operating group. From
       August 2001 to November 2003, he led the market maker team for our Communications & High Tech operating
       group. Prior to these roles, Mr. Frerichs held numerous leadership positions within our Communications & High
       Tech operating group. He currently serves as chairman of the Board of Directors of Avanade Inc., and is a
       member of its Audit Committee. Mr. Frerichs has been with Accenture for 32 years.
           William D. Green, 55, became chairman of the Board of Directors on August 31, 2006, and has been our
       chief executive officer since September 2004 and a director since June 2001. From March 2003 to August 2004
       he was our chief operating officer—Client Services, and from August 2000 to

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       August 2004 he was our country managing director, United States. Mr. Green has been with Accenture for
       30 years.
           Pierre Nanterme, 49, became our group chief executive—Financial Services operating group on
       September 1, 2007. Prior to assuming this role, Mr. Nanterme held various leadership roles throughout the
       Company, including serving as our chief leadership officer from May 2006 through September 2007, and our
       country managing director for France from November 2005 to September 2007. Mr. Nanterme has been with
       Accenture for 25 years.
           Stephen J. Rohleder, 51, has been our chief operating officer since September 2004. From March 2003 to
       September 2004, he was our group chief executive—Public Service operating group. From March 2000 to March
       2003, he was managing partner of our Public Service operating group in the United States. Mr. Rohleder has
       been with Accenture for 27 years.
          Douglas G. Scrivner, 57, has been our general counsel and secretary since January 1996 and our
       compliance officer since September 2001. Mr. Scrivner has been with Accenture for 28 years.
           Alexander M. van’t Noordende, 45, became our group chief executive—Resources operating group in
       September 2006. Prior to assuming that role, he led our Resources operating group in Southern Europe, Africa,
       the Middle East and Latin America, and has served as managing partner of the Resources operating group in
       France, Belgium and the Netherlands. From 2001 until September 2006, Mr. van’t Noordende served as our
       country managing director for the Netherlands. Mr. van’t Noordende has been with Accenture for 21 years.

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                                                            PART II
       ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER
               MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
       Price Range of Accenture Ltd Class A Common Shares
          Accenture Ltd Class A common shares are traded on the New York Stock Exchange under the symbol
       “ACN.” The New York Stock Exchange is the principal United States market for these shares.
          The following table sets forth, on a per share basis for the periods indicated, the high and low sale prices for
       Accenture Ltd Class A common shares as reported by the New York Stock Exchange.

                                                                                                         Price Range
                                                                                                       High       Low

       Fiscal 2007
       First Quarter                                                                               $    35.17   $   28.28
       Second Quarter                                                                              $    39.25   $   33.45
       Third Quarter                                                                               $    41.19   $   34.28
       Fourth Quarter                                                                              $    44.03   $   37.25
       Fiscal 2008
       First Quarter                                                                               $    42.32   $   33.03
       Second Quarter                                                                              $    38.44   $   31.91
       Third Quarter                                                                               $    42.04   $   32.42
       Fourth Quarter                                                                              $    42.00   $   38.02
       Fiscal 2009
       First Quarter (through October 13, 2008)                                                    $ 43.04      $ 24.76
           The closing sale price of an Accenture Ltd Class A common share as reported by the New York Stock
       Exchange consolidated tape as of October 13, 2008 was $33.63. As of October 13, 2008, there were
       1,265 holders of record of Accenture Ltd Class A common shares.
           There is no trading market for Accenture Ltd Class X common shares. As of October 13, 2008, there were
       1,257 holders of record of Accenture Ltd Class X common shares.
       Dividend Policy
           On November 15, 2007 and 2006, Accenture Ltd paid a cash dividend of $0.42 and $0.35 per share,
       respectively, on its Class A common shares and Accenture SCA paid a cash dividend of $0.42 and $0.35 per
       share, respectively, on its Class I common shares.
           On September 24, 2008, Accenture Ltd declared a cash dividend of $0.50 per share on its Class A common
       shares for shareholders of record at the close of business on October 10, 2008. Accenture Ltd will cause
       Accenture SCA to declare a cash dividend of $0.50 per share on its Class I common shares for shareholders of
       record at the close of business on October 7, 2008. Both dividends are payable on November 17, 2008.
            Future dividends on Accenture Ltd Class A common shares, if any, will be at the discretion of the Board of
       Directors of Accenture Ltd and will depend on, among other things, our results of operations, cash requirements
       and surplus, financial condition, contractual restrictions and other factors that the Board of Directors may deem
       relevant, as well as our ability to pay dividends in compliance with the Bermuda Companies Act.

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       Recent Sales of Unregistered Securities
             None.
       Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
           The following table provides information relating to the Company’s purchases of Accenture Ltd Class A
       common shares and redemptions of Accenture Ltd Class X common shares for the fourth quarter of fiscal 2008.
       For year−to−date information on all share purchases, redemptions and exchanges by the Company and further
       discussion of the Company’s share purchase activity, see “Management’s Discussion and Analysis of Financial
       Condition and Results of Operations—Liquidity and Capital Resources—Share Purchases and Redemptions.”

                                                                                                                                          Approximate Dollar
                                                                                                  Total Number of Shares                Value of Shares that May
                                                                                                   Purchased as Part of                 Yet Be Purchased Under
                                         Total Number of               Average Price               Publicly Announced                     Publicly Announced
       Period                            Shares Purchased             Paid per Share(1)            Plans or Programs(2)                  Plans or Programs(3)
                                                                                                                                              (in millions)

       June 1, 2008—June 30,
         2008
         Class A common
            shares                                            —                           —                                     —     $                            3,086
         Class X common
            shares                                            —                           —                                     —                                        —
       July 1, 2008—July 31,
         2008
         Class A common
            shares                                     656,162       $                 38.79                                    —     $                            2,558
         Class X common
            shares                                 14,730,993        $           0.0000225                                      —                                        —
       August 1,
         2008—August 31,
         2008
         Class A common
            shares                                            —                           —                                     —     $                            2,503
         Class X common
            shares                                   3,286,276       $           0.0000225                                      —                                        —
       Total
         Class A common
            shares(4)                                  656,162       $                 38.79                                    —
         Class X common
            shares(5)                              18,017,269        $           0.0000225                                      —
        (1) Average price per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by redemption or
            purchase and any acquired by means of employee forfeiture.

        (2) Since August 2001, the Board of Directors of Accenture Ltd has authorized and periodically confirmed a publicly announced open−market share purchase
            program for acquiring Accenture Ltd Class A common shares. During the fourth quarter of fiscal 2008, we did not purchase any Accenture Ltd Class A
            common shares under this program. The open−market purchase program does not have an expiration date.

        (3) As of August 31, 2008, our aggregate available authorization for share repurchases and redemptions was $2,503 million, which management has the
            discretion to use for either our publicly announced open−market share purchase program or our other share purchase programs. To date, the Board of
            Directors of Accenture Ltd has authorized an aggregate of $11.1 billion for repurchases and redemptions of Accenture Ltd Class A common shares,
            Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares. This includes $3.0 billion authorized on October 25, 2007.

        (4) During the fourth quarter of fiscal 2008, Accenture purchased 656,162 Accenture Ltd Class A common shares in transactions unrelated to publicly announced
            share plans or programs. These transactions consisted of acquisitions of Accenture Ltd Class A common shares via share withholding for payroll tax
            obligations due from employees and former employees in connection with the delivery of Accenture Ltd Class A common shares under our various employee
            equity share plans.

        (5) During the fourth quarter of fiscal 2008, we redeemed 18,017,269 Accenture Ltd Class X common shares pursuant to our bye−laws. Accenture Ltd Class X
            common shares are redeemable at their par value of $0.0000225 per share.

       Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings
       Inc. exchangeable shares
            The following table provides additional information relating to purchases and redemptions by Accenture of
       Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares during the
       fourth quarter of fiscal 2008. The Company’s management believes the following

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       table and footnotes provide useful information regarding the share purchase and redemption activity of the
       Company. Generally, purchases and redemptions of Accenture SCA Class I common shares and Accenture
       Canada Holdings Inc. exchangeable shares reduce shares outstanding for purposes of computing earnings per
       share.

                                                                                                                                               Approximate Dollar
                                                                                                                                                 Value of Shares
                                                                                                                Total Number of                 that May Yet Be
                                                                                                               Shares Purchased as              Purchased Under
                                                                                                                 Part of Publicly                    Publicly
                                                   Total Number of                  Average Price              Announced Plans or               Announced Plans
       Period                                     Shares Purchased(1)              Paid per Share(2)                Programs                     or Programs(3)

                Accenture SCA
       June 1, 2008—June 30, 2008
          Class I common shares                                           —                            —                                —                                —
       July 1, 2008—July 31, 2008
          Class I common shares                                 13,000,148        $                 40.12                               —                                —
       August 1, 2008—August 31,
          2008
          Class I common shares                                  1,299,982        $                 41.21                               —                                —
       Total
          Class I common shares(4)                              14,300,130        $                 40.22                               —                                —
        Accenture Canada Holdings
                      Inc.
       June 1, 2008—June 30, 2008
          Exchangeable shares                                             —                            —                                —                                —
       July 1, 2008—July 31, 2008
          Exchangeable shares                                      162,817        $                 40.16                               —                                —
       August 1, 2008—August 31,
          2008
          Exchangeable shares                                        40,784       $                 40.85                               —                                —
       Total
          Exchangeable shares                                      203,601        $                 40.30                               —                                —
        (1) During the fourth quarter of fiscal 2008, we acquired a total of 14,300,130 Accenture SCA Class I common shares and 203,601 Accenture Canada Holdings
            Inc. exchangeable shares from current and former senior executives and their permitted transferees. This includes acquisitions by means of redemption or
            purchase, or employee share forfeiture, as applicable.

        (2) Average price per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by redemption or
            purchase and any acquired by means of employee forfeiture.

        (3) As of August 31, 2008, our aggregate available authorization for share repurchases and redemptions was $2,503 million, which management has the
            discretion to use for either our publicly announced open−market share purchase program or our other share purchase programs. To date, the Board of
            Directors of Accenture Ltd has authorized an aggregate of $11.1 billion for repurchases and redemptions of Accenture Ltd Class A common shares,
            Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares. This includes $3.0 billion authorized on October 25, 2007.

        (4) In addition to the amounts included in this table, during the fourth quarter of fiscal 2008, we also redeemed a total of 7,066,139 Accenture SCA Class I
            common shares from current and former senior executives and their permitted transferees by issuing an equivalent number of Accenture Ltd Class A common
            shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Other Share
            Redemptions.”

       Purchases and redemptions of Accenture SCA Class II and Class III common shares
            During the fourth quarter of fiscal 2008, Accenture SCA did not redeem any Accenture SCA Class II or
       Class III common shares from Accenture. Transactions involving Accenture SCA Class II and Class III common
       shares consist exclusively of inter−company transactions undertaken to facilitate other corporate purposes. These
       inter−company transactions do not reduce shares outstanding for purposes of computing earnings per share
       reflected in the Company’s Consolidated Financial Statements under “Financial Statements and Supplementary
       Data.”

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       ITEM 6. SELECTED FINANCIAL DATA
            The data as of August 31, 2008 and 2007 and for the years ended August 31, 2008, 2007 and 2006 are
       derived from the audited Consolidated Financial Statements and related Notes that are included elsewhere in this
       report. The data as of August 31, 2006, 2005 and 2004 and for the years ended August 31, 2005 and 2004 are
       derived from audited Consolidated Financial Statements and related Notes that are not included in this report.
       The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of
       Financial Condition and Results of Operations” and our Consolidated Financial Statements and related Notes
       included elsewhere in this report.

                                                                                                     Year Ended August 31,
                                                                         2008               2007           2006(1)(2)      2005                            2004
                                                                                                          (in millions)

       Income Statement Data:
       Revenues before reimbursements
          (“Net revenues”)                                           $ 23,387             $ 19,696           $      16,646         $ 15,547            $ 13,673
       Revenues                                                        25,314               21,453                  18,228           17,094              15,113
       Operating income                                                 3,012                2,493                   1,841            2,111               1,759
       Income before minority interest                                  2,197                1,723                   1,433            1,509               1,223
       Net income                                                       1,692                1,243                     973              940                 691
        (1) Includes the financial impact of the resolution of the NHS matter recorded during fiscal 2006. See “Management’s Discussion and Analysis of Financial
            Condition and Results of Operations—Results of Operations for the Year Ended August 31, 2007 Compared to Year Ended August 31, 2006.”

        (2) Includes the impact of the adoption of Statement of Financial Accounting Standards No. 123R, “Share−Based Payment.”


                                                                                                            Year Ended August 31,
                                                                                          2008            2007      2006      2005                          2004

       Earnings Per Class A Common Share:
       Basic                                                                            $ 2.77           $ 2.06          $ 1.65           $ 1.60           $ 1.25
       Diluted                                                                            2.65             1.97            1.59             1.56             1.22
       Dividends per Common Share                                                         0.42             0.35            0.30               —                —

                                                                                                            As of August 31,
                                                                                 2008                2007          2006                  2005              2004
                                                                                                              (in millions)

       Balance Sheet Data:
       Cash and cash equivalents                                             $    3,603          $    3,314          $ 3,067           $ 2,484           $ 2,553
       Total assets                                                              12,399              10,747            9,497             8,957             8,013
       Long−term debt, net of current portion                                         2                   3               27                44                32
       Shareholders’ equity                                                       2,541               2,063            1,894             1,697             1,472

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       ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS
            The following discussion and analysis should be read in conjunction with our Consolidated Financial
       Statements and related Notes included elsewhere in this Annual Report on Form 10−K. This discussion and
       analysis also contains forward−looking statements and should also be read in conjunction with the disclosures
       and information contained in “Disclosure Regarding Forward−Looking Statements” and “Risk Factors” in this
       Annual Report on Form 10−K.
           We use the terms “Accenture,” “we,” “our Company,” “our” and “us” in this report to refer to Accenture
       Ltd and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on
       August 31. For example, a reference to “fiscal 2008” means the 12−month period that ended on August 31,
       2008. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.
       Overview
           Our results of operations are affected by economic conditions generally, including macroeconomic
       conditions. We are monitoring current macroeconomic and credit market conditions and levels of business
       confidence and their potential effect on our clients and on us. A severe and/or prolonged economic downturn
       could adversely affect our clients’ financial condition and the levels of business activities in the industries and
       geographies where we operate. This may reduce demand for our services or depress pricing of those services and
       have a material adverse effect on our new contract bookings and results of operations. Particularly in light of
       recent economic uncertainty, we continue to monitor our costs closely in order to respond to changing conditions
       and to manage any impact to our results of operations.
            Our results of operations are also affected by levels of business activity and rates of change in the industries
       we serve, as well as by the pace of technological change and the type and level of technology spending by our
       clients. The ability to identify and capitalize on these market and technological changes early in their cycles is a
       key driver of our performance.
            Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and
       services that add value to our clients. Our ability to add value to clients and therefore drive revenues depends in
       part on our ability to deliver market−leading service offerings and to deploy skilled teams of professionals
       quickly and on a global basis.
            Revenues before reimbursements (“Net revenues”) for fiscal 2008 were $23.39 billion, compared with
       $19.70 billion for fiscal 2007, an increase of 19% in U.S. dollars and 11% in local currency. Net revenues for the
       fourth quarter of fiscal 2008 were $6.00 billion, compared with $5.11 billion for the fourth quarter of fiscal 2007,
       an increase of 17% in U.S. dollars and 10% in local currency.
            Consulting net revenues for fiscal 2008 were $14.12 billion, compared with $11.86 billion for fiscal 2007, an
       increase of 19% in U.S. dollars and 11% in local currency. For the fourth quarter of fiscal 2008, consulting net
       revenues were $3.61 billion, compared with $3.04 billion for the fourth quarter of fiscal 2007, an increase of 19%
       in U.S. dollars and 11% in local currency.
            Outsourcing net revenues for fiscal 2008 were $9.27 billion, compared with $7.84 billion for fiscal 2007, an
       increase of 18% in U.S. dollars and 11% in local currency. Outsourcing net revenues for the fourth quarter of
       fiscal 2008 were $2.39 billion, compared with $2.07 billion for the fourth quarter of fiscal 2007, an increase of
       15% in U.S. dollars and 9% in local currency. Outsourcing contracts typically have longer terms than consulting
       contracts and generally have lower gross margins than consulting contracts, particularly in the first year.
       Long−term relationships with many of our

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       clients continue to contribute to our success in growing our outsourcing business. Long−term, complex
       outsourcing contracts, including their consulting components, require ongoing review of their terms and scope of
       work, in light of our clients’ evolving business needs and our performance expectations. Should the size or
       number of modifications to these arrangements increase, as our business continues to grow and these contracts
       evolve, we may experience increased variability in expected cash flows, revenues and profitability.
            As we are a global company, our revenues are denominated in multiple currencies and may be significantly
       affected by currency exchange−rate fluctuations. During the majority of fiscal 2007 and fiscal 2008, the
       U.S. dollar weakened against many currencies, resulting in favorable currency translation and greater reported
       U.S. dollar revenues, operating expenses and operating income. However, in the fourth quarter of fiscal 2008, the
       U.S. dollar began to strengthen against many currencies. In the future, if the U.S. dollar continues to strengthen
       against other currencies, our revenue growth in U.S. dollars may be lower than our growth in local currency. In
       the future, if the U.S. dollar weakens against other currencies, our revenue growth in U.S. dollars may be higher
       than our growth in local currency.
            The primary categories of operating expenses include cost of services, sales and marketing and general and
       administrative costs. Cost of services is primarily driven by the cost of client−service personnel, which consists
       mainly of compensation, sub−contractor and other personnel costs, and non−payroll outsourcing costs. Cost of
       services as a percentage of revenues is driven by the prices we obtain for our solutions and services, the
       utilization of our client−service personnel and the level of non−payroll costs associated with the growth of new
       outsourcing contracts. Utilization represents the percentage of our professionals’ time spent on billable work.
       Utilization for the fourth quarter of fiscal 2008 was approximately 84%, down slightly from the third quarter of
       fiscal 2008 and in the range we expect. Utilization for the fourth quarter of fiscal 2007 was also approximately
       84%. Sales and marketing expense is driven primarily by compensation costs for business−development
       activities, the development of new service offerings and client−targeting, image−development and
       brand−recognition activities. General and administrative costs primarily include costs for non−client−facing
       personnel, information systems and office space, which we seek to manage, as a percentage of revenues, at levels
       consistent with or lower than levels in prior−year periods. Operating expenses also include reorganization costs
       and benefits, which may vary substantially from year to year.
           Gross margin (Net revenues less Cost of services before reimbursable expenses as a percentage of net
       revenues) for the three months and year ended August 31, 2008 were 31.7% and 30.7%, respectively, compared
       with 31.2% and 30.7%, respectively, for the same periods in fiscal 2007.
            Our cost−management strategies include anticipating changes in demand for our services and identifying
       cost−management initiatives. A primary element of these strategies is to aggressively plan and manage our
       payroll costs to meet the anticipated demand for our services, given that payroll costs are the most significant
       portion of our operating expenses.
            Our headcount increased to more than 186,000 as of August 31, 2008, compared with approximately
       170,000 as of August 31, 2007. Annualized attrition, excluding involuntary terminations, for the three months
       and year ended August 31, 2008 was 15% and 16%, respectively, compared with 18% for the three months and
       year ended August 31, 2007. We monitor our current and projected future demands and recruit new employees as
       needed to balance our mix of skills and resources to meet that demand, to replace departing employees, and to
       expand our global sourcing approach, which includes our Global Delivery Network and other capabilities around
       the world. From time to time, we adjust compensation in certain skill sets and geographies in order to attract and
       retain appropriate numbers of qualified employees, and we may need to continue to adjust compensation in the
       future.

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       We also use managed attrition as a means to keep our supply of skills and resources in balance with client
       demand. In addition, compensation increases for fiscal 2008, which for the majority of our personnel were
       effective September 1, 2007, were higher than in prior fiscal years. As in prior fiscal years, we have adjusted and
       expect to continue to adjust pricing with the objective of recovering these increases. Our margins and ability to
       grow our business could be adversely affected if we do not continue to manage headcount and attrition, recover
       increases in compensation and/or effectively assimilate and utilize large numbers of new employees.
            Sales and marketing and general and administrative costs as a percentage of net revenues were 17.7% for
       fiscal 2008, compared with 17.9% for fiscal 2007. The decrease as a percentage of net revenues was primarily
       due to strong revenue growth and our management of general and administrative costs at a growth rate lower
       than that of our Net revenues.
           Operating income was $785 million, or 13.1% as a percentage of net revenues, for the three months ended
       August 31, 2008 compared with $642 million, or 12.6%, for the three months ended August 31, 2007. Operating
       income was $3,012 million, or 12.9% as a percentage of net revenues, for the year ended August 31, 2008
       compared with $2,493, or 12.7%, for the year ended August 31, 2007.
            Our Operating income and Earnings per share are also affected by currency exchange−rate fluctuations on
       revenues and costs, which have been favorable in fiscal 2008 and 2007. Most of our costs are incurred in the
       same currency as the related revenues. Where practical, we also seek to manage foreign currency exposure for
       costs not incurred in the same currency as the related revenues, by using currency protection provisions in our
       customer contracts and our hedging programs. We estimate that the aggregate percentage impact of foreign
       exchange rates on our operating expenses is similar to that disclosed for revenues. For more information on our
       hedging programs, see Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.”
            From time to time we purchase Accenture shares through our open−market purchase program and also
       purchase and redeem Accenture shares held by our current and former senior executives and their permitted
       transferees. During the year ended August 31, 2008, we purchased 60.8 million of our shares for $2,261 million.
       This included $668 million for purchases of 19.0 million Accenture Ltd Class A common shares and
       $1,593 million for redemptions and purchases of 41.8 million Accenture SCA Class I common shares and
       Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives and their
       permitted transferees.
       Bookings and Backlog
           New contract bookings for the three months ended August 31, 2008 were $7.67 billion, with consulting
       bookings of $3.63 billion and outsourcing bookings of $4.04 billion. New contract bookings for the year ended
       August 31, 2008 were $26.79 billion, with consulting bookings of $14.77 billion and outsourcing bookings of
       $12.02 billion.
            We provide information regarding our new contract bookings because we believe doing so provides useful
       trend information regarding changes in the volume of our new business over time. However, new bookings can
       vary significantly quarter to quarter depending on the timing of the signing of a small number of large contracts.
       Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our
       revenues over time. There are no third−party standards or requirements governing the calculation of bookings.
       New contract bookings involve estimates and judgments regarding new contracts as well as renewals, extensions
       and additions to existing contracts. Subsequent cancellations, extensions and other matters may affect the amount
       of bookings previously

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       reported. New contract bookings are recorded using then existing currency exchange rates and are not
       subsequently adjusted for currency fluctuations.
            The majority of our contracts are terminable by the client on short notice or without notice. Accordingly, we
       do not believe it is appropriate to characterize bookings attributable to these contracts as backlog. Normally, if a
       client terminates a project, the client remains obligated to pay for commitments we have made to third parties in
       connection with the project, services performed and reimbursable expenses incurred by us through the date of
       termination.
       Critical Accounting Policies and Estimates
            The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted
       accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets
       and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial
       Statements and the reported amounts of revenues and expenses. We continually evaluate our estimates,
       judgments and assumptions based on available information and experience. Because the use of estimates is
       inherent in the financial reporting process, actual results could differ from those estimates. Certain of our
       accounting policies require higher degrees of judgment than others in their application. These include certain
       aspects of accounting for revenue recognition, income taxes and defined benefit pension plans.
       Revenue Recognition
            Our contracts have different terms based on the scope, deliverables and complexity of the engagement, the
       terms of which frequently require Accenture to make judgments and estimates in recognizing revenues. We have
       many types of contracts, including time−and−materials contracts, fixed−price contracts and contracts with
       features of both of these contract types. In addition, some contracts include incentives related to costs incurred,
       benefits produced or adherence to schedule that may increase the variability in revenues and margins earned on
       such contracts. We conduct rigorous reviews prior to signing such contracts to evaluate whether these incentives
       are reasonably achievable.
            We recognize revenues from technology integration consulting contracts using the
       percentage−of−completion method pursuant to the American Institute of Certified Public Accountants Statement
       of Position 81−1, “Accounting for Performance of Construction Type and Certain Production−Type Contracts”
       (“SOP 81−1”). Percentage−of−completion accounting involves calculating the percentage of services provided
       during the reporting period compared with the total estimated services to be provided over the duration of the
       contract. Estimated revenues for applying the percentage−of−completion method include estimated incentives for
       which achievement of defined goals is deemed probable. This method is followed where reasonably dependable
       estimates of revenues and costs can be made. Estimates of total contract revenues and costs are continuously
       monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract
       progresses. Such revisions may result in increases or decreases to revenues and income and are reflected in the
       Consolidated Financial Statements in the periods in which they are first identified. If our estimates indicate that a
       contract loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and
       reasonably estimable. Contract losses are determined to be the amount by which the estimated direct and indirect
       costs of the contract exceed the estimated total revenues that will be generated by the contract and are included in
       Cost of services and classified in Other accrued liabilities. Contract loss provisions recorded as of August, 31,
       2008 and 2007 are immaterial.
           Revenues from contracts for non−technology integration consulting services with fees based on time and
       materials or cost−plus are recognized as the services are performed and amounts are earned in accordance with
       SEC Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial

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       Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue Recognition” (“SAB 104”). We consider
       amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed
       or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by time
       incurred, typically represent the contractual milestones or output measure, which is the contractual earnings
       pattern. For non−technology integration consulting contracts with fixed fees, we recognize revenues as amounts
       become billable in accordance with contract terms, provided the billable amounts are not contingent, are
       consistent with the services delivered, and are earned. Contingent or incentive revenues relating to
       non−technology integration consulting contracts are recognized when the contingency is satisfied and we
       conclude the amounts are earned.
            Outsourcing contracts typically span several years and involve complex delivery, often through multiple
       workforces in different countries. In a number of these arrangements, we hire client employees and become
       responsible for certain client obligations. Revenues are recognized on outsourcing contracts as amounts become
       billable in accordance with contract terms, unless the amounts are billed in advance of performance of services in
       which case revenues are recognized when the services are performed and amounts are earned in accordance with
       SAB 101, as amended by SAB 104. Revenues from time−and−materials or cost−plus contracts are recognized as
       the services are performed. In such contracts, our effort, measured by time incurred, represents the contractual
       milestones or output measure, which is the contractual earnings pattern. Revenues from unit−priced contracts are
       recognized as transactions are processed based on objective measures of output. Revenues from fixed−price
       contracts are recognized on a straight−line basis, unless revenues are earned and obligations are fulfilled in a
       different pattern. Outsourcing contracts can also include incentive payments for benefits delivered to clients.
       Revenues relating to such incentive payments are recorded when the contingency is satisfied and we conclude the
       amounts are earned. We continuously review and reassess our estimates of contract profitability. Circumstances
       that potentially affect profitability over the life of the contract include decreases in volumes of transactions or
       other inputs/outputs on which we are paid, failure to deliver agreed benefits, variances from planned
       internal/external costs to deliver our services, and other factors affecting revenues and costs.
            Costs related to delivering outsourcing services are expensed as incurred, with the exception of certain
       transition costs related to the set−up of processes, personnel and systems, which are deferred during the transition
       period and expensed evenly over the period outsourcing services are provided. The deferred costs are specific
       internal costs or incremental external costs directly related to transition or set−up activities necessary to enable
       the outsourced services. Generally, deferred amounts are protected in the event of early termination of the
       contract and are monitored regularly for impairment. Impairment losses are recorded when projected
       undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of
       contract assets. Amounts billable to the client for transition or set−up activities are deferred and recognized as
       revenue evenly over the period outsourcing services are provided.
            Revenues for contracts with multiple elements are allocated pursuant to Emerging Issues Task Force Issue
       00−21, “Accounting for Revenue Arrangements with Multiple Deliverables,” based on the lesser of the element’s
       relative fair value or the amount that is not contingent on future delivery of another element. If the amount of
       non−contingent revenues allocated to a delivered element is less than the costs to deliver such services, then such
       costs are deferred and recognized in future periods when the revenues become non−contingent. Fair value is
       determined based on the prices charged when each element is sold separately. Revenues are recognized in
       accordance with our accounting policies for the separate elements when the services have value on a stand−alone
       basis, fair value of the separate elements exists and, in arrangements that include a general right of refund relative
       to the delivered element, performance of the undelivered element is considered probable and substantially in our
       control. While determining fair value

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       and identifying separate elements require judgment, generally fair value and the separate elements are readily
       identifiable as we also sell those elements unaccompanied by other elements.
           Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues
       recognized are recorded as Deferred revenues until revenue recognition criteria are met. Client prepayments
       (even if nonrefundable) are deferred and recognized over future periods as services are delivered or performed.
            Our consulting revenues are affected by the number of work days in the fiscal quarter, which in turn is
       affected by the level of vacation days and holidays. Consequently, since we typically have approximately 5 to
       10 percent more work days in our first and third quarters than in our second and fourth quarters, our consulting
       revenues are typically higher in our first and third quarters than in our second and fourth quarters.
           Net revenues include the margin earned on computer hardware and software resale contracts, as well as
       revenues from alliance agreements, neither of which is material to us. Reimbursements include billings for travel
       and other out−of−pocket expenses and third−party costs, such as the cost of hardware and software resales. In
       addition, Reimbursements may include allocations from gross billings to record an amount equivalent to
       reimbursable costs, where billings do not specifically identify reimbursable expenses. We report revenues net of
       any revenue−based taxes assessed by governmental authorities that are imposed on and concurrent with specific
       revenue−producing transactions.
       Income Taxes
            Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets
       and liabilities involves judgment. As a global company, we calculate and provide for income taxes in each of the
       tax jurisdictions in which we operate. This involves estimating current tax exposures in each jurisdiction as well
       as making judgments regarding the recoverability of deferred tax assets. Tax exposures can involve complex
       issues and may require an extended period to resolve. Changes in the geographic mix or estimated level of annual
       income before taxes can affect the overall effective tax rate.
            We apply an estimated annual effective tax rate to our quarterly operating results to determine the provision
       for income tax expense. In accordance with FIN 48, a change in judgment that impacts the measurement of a tax
       position taken in a prior year is recognized as a discrete item in the interim period in which the change occurs. In
       the event there is a significant unusual or infrequent item recognized in our quarterly operating results, the tax
       attributable to that item is recorded in the interim period in which it occurs.
            No taxes have been provided on undistributed foreign earnings that are planned to be indefinitely reinvested.
       If future events, including material changes in estimates of cash, working capital and long−term investment
       requirements, necessitate that these earnings be distributed, an additional provision for withholding taxes may
       apply, which could materially affect our future effective tax rate.
            As a matter of course, we are regularly audited by various taxing authorities, and sometimes these audits
       result in proposed assessments where the ultimate resolution may result in us owing additional taxes. We
       establish tax liabilities or reduce tax assets for uncertain tax benefits when, despite our belief that our tax return
       positions are appropriate and supportable under local tax law, we believe we may not succeed in realizing the tax
       benefit of certain positions if challenged. We evaluate these uncertain tax benefits each quarter and adjust the
       related tax liabilities or assets in light of changing facts and circumstances, such as the progress of a tax audit or
       the expiration of a statute of limitations. We believe the estimates and assumptions used to support our evaluation
       of uncertain tax benefits are reasonable. However, final determinations of prior−year tax liabilities, either by
       settlement with tax

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       authorities or expiration of statutes of limitations, could be materially different from estimates reflected in assets
       and liabilities and historical income tax provisions. The outcome of these final determinations could have a
       material effect on our income tax provision, net income, or cash flows in the period in which that determination
       is made. We believe our tax positions comply with applicable tax law and that we have adequately accounted for
       uncertain tax benefits.
       Defined Benefit Pension Plans
           In the United States and certain other countries, we maintain and administer defined benefit pension plans.
       The annual cost of these plans can be significantly affected by changes in assumptions and differences between
       expected and actual experience.
           In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial
       Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
       Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)” (“SFAS No. 158”).
       SFAS No. 158 requires companies to prospectively recognize the funded status of pension and other
       postretirement benefit plans on the balance sheet. Under SFAS No. 158, gains and losses, prior service costs and
       credits and any remaining transition amounts under SFAS No. 87, “Employers’ Accounting for Pensions,”
       (“SFAS No. 87”) that have not yet been recognized through pension expense will be recognized in accumulated
       other comprehensive income, net of tax, until they are amortized as a component of net periodic
       pension/postretirement benefits expense. Additionally, SFAS No. 158 requires companies to measure plan assets
       and obligations at their year−end balance sheet date. We adopted the recognition and disclosure provisions as of
       August 31, 2007 and will adopt the year−end measurement date provision as of August 31, 2009.
            The adoption of SFAS No. 158 affected the August 31, 2007 Consolidated Balance Sheet as follows:
       increase in assets of $2 million, decrease in liabilities of $24 million, and increase in shareholders’ equity of
       $26 million. For additional information, refer to Note 11 (Retirement and Profit Sharing Plans) to our
       Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
            We utilize actuarial methods required by SFAS No. 87 to account for our defined benefit pension plans. The
       actuarial methods require numerous assumptions to calculate the net periodic pension benefit expense and the
       related projected benefit obligation for our defined benefit pension plans. Two of the most significant
       assumptions are the discount rates and expected long−term rate of return on plan assets. In making these
       assumptions, we are required to consider current market conditions, including changes in interest rates. Changes
       in the related net periodic pension costs may occur in the future due to changes in these and other assumptions.
       Our assumptions reflect our historical experience and management’s best judgment regarding future
       expectations. The assumptions, assets and liabilities used to measure our annual pension expense are determined
       as of June 30 or August 31 for our U.S. and non−U.S. benefit plans.
            Key weighted−average assumptions used to determine annual pension expense are as follows:

                                                                Pension Benefits
                                     2009                             2008                               2007
                                            Non−U.S.                       Non−U.S.                             Non−U.S.
                          U.S. Plans         Plans          U.S. Plans      Plans             U.S. Plans         Plans

       Discount rate              6.75%           5.45%               6.25%         5.08%            6.50%            4.68%
       Expected return
         on plan assets           7.50%           5.86%               7.50%         5.97%            7.50%            5.67%
       Rate of increase
         in future
         compensation             4.59%           3.59%               4.50%         3.84%            4.50%            3.45%

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            Discount Rate
            The discount rate is required to be used in each pension plan actuarial valuation. Our methodology for
       selecting the discount rate for our U.S. Plans is to match the plans’ cash flows to that of a yield curve that
       provides the equivalent yields on zero−coupon corporate bonds for each maturity. Our discount rate assumption
       for our non−U.S. Plans primarily reflects the market rate for high−quality, fixed−income debt instruments. The
       discount rate assumptions are based on the expected duration of the benefit payments for each of our pension
       plans as of the annual measurement date and is subject to change each year. Our estimated U.S. pension expense
       for fiscal 2009 reflects a 50 basis point increase in our discount rate, while our non−U.S. estimated pension
       expense for fiscal 2009 reflects a 33 basis point increase in our discount rate. These changes in discount rate will
       decrease estimated pension expense in fiscal 2009 by approximately $15.0 million.
           A 25 basis point increase in the discount rate would decrease our annual pension expense by $5.1 million. A
       25 basis point decrease in the discount rate would increase our annual pension expense by $6.6 million.
            Expected Return on Plan Assets
            The expected long−term rate of return on plan assets should, over time, approximate the actual long−term
       returns on pension plan assets and is based on historical returns and the future expectations for returns for each
       asset class, as well as the target asset allocation of the asset portfolio. A 7.50% expected return on plan assets
       assumption was used for both fiscal 2009 and 2008 for our U.S. plans, while the expected return on plan assets
       assumptions for our non−U.S. plans were 5.86% and 5.97% in fiscal 2009 and 2008, respectively.
           A 25 basis point change in our return on plan assets would change our annual pension expense by
       $3.6 million.
            U.S. generally accepted accounting principles include mechanisms that serve to limit the volatility in our
       earnings which otherwise would result from recording changes in the value of plan assets and benefit obligations
       in our Consolidated Financial Statements in the periods in which those changes occur. For example, while the
       expected long−term rate of return on plan assets should, over time, approximate the actual long−term returns,
       differences between the expected and actual returns could occur in any given year. These differences contribute
       to the deferred actuarial gains or losses, which are then amortized over time. Negative market returns occurred
       for fiscal 2008, as compared to fiscal 2007, causing actual pension plan asset returns to be lower than our
       expected returns.
       Revenues by Segment/Operating Group
            Our five reportable operating segments are our operating groups, which are Communications & High Tech,
       Financial Services, Products, Public Service (known as “Government” prior to September 1, 2007) and
       Resources. Operating groups are managed on the basis of net revenues because our management believes net
       revenues are a better indicator of operating group performance than revenues. In addition to reporting net
       revenues by operating group, we also report net revenues by two types of work: consulting and outsourcing,
       which represent the services sold by our operating groups. Consulting net revenues, which include management
       and technology consulting and systems integration services, reflect a finite, distinct project or set of projects with
       a defined outcome and typically a defined set of specific deliverables. Outsourcing net revenues typically reflect
       ongoing, repeatable services or capabilities provided to transition, run and/or manage operations of client systems
       or business functions.

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            From time to time, our operating groups work together to sell and implement certain contracts. The resulting
       revenues and costs from these contracts may be apportioned among the participating operating groups. Generally,
       operating expenses for each operating group have similar characteristics and are subject to the same factors,
       pressures and challenges. However, the economic environment and its effects on the industries served by our
       operating groups affect revenues and operating expenses within our operating groups to differing degrees. The
       mix between consulting and outsourcing is not uniform among our operating groups. Local currency fluctuations
       also tend to affect our operating groups differently, depending on the geographic concentrations and locations of
       their businesses.
           While we provide discussion about our results of operations below, we cannot measure how much of our
       revenue growth in a particular period is attributable to changes in price or volume. Management does not track
       standard measures of unit or rate volume. Instead, our measures of volume and price are extremely complex, as
       each of our services contracts is unique, reflecting a customized mix of specific services that does not fit into
       standard comparability measurements. Pricing for our services is a function of the nature of each service to be
       provided, the skills required and outcome sought, as well as estimated cost, risk, contract terms and other factors.

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       Results of Operations for the Year Ended August 31, 2008 Compared to Year Ended August 31, 2007
            Net revenues (by operating group, geography and type of work) and reimbursements were as follows:

                                                                                                 Percent of Total
                                                                                   Percent        Net Revenues
                                            Year Ended                Percent     Increase     for the Year Ended
                                             August 31,               Increase      Local           August 31,
                                          2008         2007            U.S.$      Currency      2008         2007
                                            (in millions)

       OPERATING GROUPS
         Communications & High
            Tech                      $    5,450    $    4,600             18%          10%        23%          23%
         Financial Services                5,005         4,357             15            6         22           22
         Products                          6,069         4,913             24           17         26           25
         Public Service                    2,871         2,561             12            7         12           13
         Resources                         3,963         3,243             22           14         17           17
         Other                                29            22            n/m          n/m         —            —

       TOTAL Net Revenues                 23,387        19,696              19%         11%      100%           100%

          Reimbursements                   1,927         1,757              10

          TOTAL REVENUES              $ 25,314      $ 21,453                18%

       GEOGRAPHY
        Americas                      $    9,726    $    8,483              15%         12%        42%          43%
        EMEA                              11,546         9,534              21          10         49           48
        Asia Pacific                       2,115         1,679              26          15          9            9

       TOTAL Net Revenues             $ 23,387      $ 19,696                19%         11%      100%           100%

       TYPE OF WORK
         Consulting                   $ 14,117      $ 11,856                19%         11%        60%          60%
         Outsourcing                     9,270         7,840                18          11         40           40

       TOTAL Net Revenues             $ 23,387      $ 19,696                19%         11%      100%           100%

       n/m = not meaningful
            We conduct business in the following countries that individually comprised more than 10% of consolidated
       net revenues within the three years ended August 31, 2008:

                                                                                               August 31,
                                                                                       2008      2007        2006

       United States                                                                     34%        36%         39%
       United Kingdom                                                                    12         14          13

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       Results of Operations for the Year Ended August 31, 2008 Compared to Year Ended August 31, 2007
       Revenues
           The following revenues by operating group commentary discusses local currency revenues changes for the
       year ended August 31, 2008 compared to August 31, 2007:
            •   Communications & High Tech’s net revenues increased 10% in local currency, driven by solid
                consulting and outsourcing growth. The consulting increase was driven by growth in the EMEA region
                across all industry groups. The outsourcing increase was led by growth in our Communications industry
                group across all geographic regions and in our Electronics & High Tech industry group in the Asia
                Pacific region.

            •   Financial Services net revenues increased 6% in local currency, primarily due to outsourcing growth in
                our Banking industry group across all geographic regions and in our Insurance and Capital Markets
                industry groups in the Americas region. Consulting growth in our Banking and Insurance industry groups
                in the Americas region and in our Banking industry group in the Asia Pacific region was offset by a
                consulting revenue decline in the EMEA region, principally in our Banking and Capital Markets industry
                groups. During the first nine months of fiscal 2008, we recorded modest growth in our Financial Services
                consulting business. However, during the fourth quarter of fiscal 2008, we experienced a slight year over
                year decline in our consulting business.

            •   Products net revenues increased 17% in local currency, driven by strong consulting and outsourcing
                growth across all geographic regions. The consulting growth was led by our Retail and Health & Life
                Sciences industry groups in the Americas region and by our Consumer Goods & Services, Retail and
                Industrial Equipment industry groups in the EMEA region. The outsourcing growth was led by our
                Health & Life Sciences and Consumer Goods & Services industry groups in the Americas region and by
                our Consumer Goods & Services, Automotive and Industrial Equipment industry groups in the EMEA
                region.

            •   Public Services net revenues increased 7% in local currency, primarily due to consulting growth across
                all geographic regions, led by strong growth in the EMEA and Americas regions, partially offset by an
                outsourcing decline in the Americas region.

            •   Resources net revenues increased 14% in local currency, primarily driven by strong consulting growth
                across all geographic regions, led by our Utilities and Natural Resources industry groups, and by solid
                outsourcing growth, led by our Utilities and Energy industry groups in the Americas region.
           In the Americas region, we achieved net revenues of $9,726 million for fiscal 2008, compared with
       $8,483 million for fiscal 2007, an increase of 15% in U.S. dollars and 12% in local currency. Growth was
       principally driven by our business in the United States, Brazil and Canada.
           In the EMEA region, we achieved net revenues of $11,546 million for fiscal 2008, compared with
       $9,534 million for fiscal 2007, an increase of 21% in U.S. dollars and 10% in local currency. Growth was led by
       our business in Italy, Spain and France.
           In the Asia Pacific region, we achieved net revenues of $2,115 million in fiscal 2008, compared with
       $1,679 million for fiscal 2007, an increase of 26% in U.S. dollars and 15% in local currency. Growth was
       principally driven by our business in Japan, China and Singapore.

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       Operating Expenses
            Operating expenses were $22,302 million in fiscal 2008, an increase of $3,342 million, or 18%, over fiscal
       2007, and decreased as a percentage of revenues to 88.1% from 88.4% during this period. Operating expenses
       before reimbursable expenses were $20,375 million in fiscal 2008, an increase of $3,172 million, or 18%, over
       fiscal 2007, and decreased as a percentage of net revenues to 87.1% from 87.3% during this period.
         Cost of Services
            Cost of services was $18,128 million in fiscal 2008, an increase of $2,717 million, or 18%, over fiscal 2007,
       and decreased as a percentage of revenues to 71.6% from 71.8% during this period. Cost of services before
       reimbursable expenses was $16,201 million in fiscal 2008, an increase of $2,547 million, or 19%, over fiscal
       2007, and remained flat as a percentage of net revenues at 69.3%. Gross margin (net revenues less cost of
       services before reimbursable expenses as a percentage of net revenues) remained flat at 30.7% during this period.
         Sales and Marketing
            Sales and marketing expense was $2,271 million in fiscal 2008, an increase of $367 million, or 19%, over
       fiscal 2007, and remained flat as a percentage of net revenues at 9.7% during this period.
         General and Administrative Costs
           General and administrative costs were $1,880 million in fiscal 2008, an increase of $262 million, or 16%,
       over fiscal 2007, and decreased as a percentage of net revenues to 8.0% from 8.2% during this period. The
       decrease as a percentage of net revenues was primarily due to strong revenue growth and our management of
       these costs at a growth rate lower than that of our net revenues.
         Reorganization Costs (Benefits)
            We recorded net reorganization costs of $23 million and $26 million for the year ended August 31, 2008 and
       2007, respectively, related to interest expense associated with carrying the reorganization liabilities. In fiscal
       2001, we accrued reorganization liabilities in connection with our transition to a corporate structure. As of
       August 31, 2008, the remaining liability for reorganization costs was $309 million, of which $299 million was
       classified as Other accrued liabilities because expirations of statutes of limitations or other final determinations
       could occur within 12 months. We anticipate that reorganization liabilities will be substantially diminished by the
       end of fiscal 2009 because we expect final determinations will have occurred. However, resolution of current tax
       audits, initiation of additional audits or litigation may delay final settlements. Final settlement will result in a
       payment on a final settlement and/or recording a reorganization cost or benefit in our Consolidated Income
       Statement. For additional information, refer to Note 3 (Reorganization Costs (Benefits)) to our Consolidated
       Financial Statements under “Financial Statements and Supplementary Data.”

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         Operating Income
          Operating income was $3,012 million in fiscal 2008, an increase of $519 million, or 21%, from fiscal 2007.
       Operating income as a percentage of net revenues was 12.9% and 12.7% in fiscal 2008 and 2007, respectively.
       Operating income for each of the operating groups was as follows:

                                                    Year Ended August 31,
                                             2008                             2007
                                   Operating   Percent of OG     Operating      Percent of OG                Increase
                                    Income     Net Revenues        Income       Net Revenues                (Decrease)
                                                                (in millions)

       Communications &
          High Tech               $       657                   12%    $       582                  13%     $          75
       Financial Services                 661                   13             491                  11                170
       Products                           864                   14             669                  14                195
       Public Service                     260                    9             272                  11                (12)
       Resources                          570                   14             479                  15                 91

       Total                      $     3,012                 12.9%    $     2,493                 12.7%    $         519

            Operating income commentary for each of the operating groups is as follows:
            •   Communications & High Tech operating income increased principally due to revenue growth, partially
                offset by delivery inefficiencies on a small number of consulting contracts.

            •   Financial Services operating income increased primarily due to outsourcing revenue growth and
                improved outsourcing contract margins, partially offset by a decline in contract margins due to a lower
                proportion of high−margin consulting contracts. In addition, operating income for the twelve months
                ended August 31, 2007 reflects the impact of delivery inefficiencies on several contracts.

            •   Products operating income increased due to revenue growth, partially offset by lower outsourcing
                contract profitability.

            •   Public Service operating income decreased slightly in fiscal 2008. Consulting revenue growth and
                improved outsourcing contract margins were more than offset by profitability challenges, including
                delivery inefficiencies on a few contracts, revenue adjustments on certain contracts and higher selling
                costs associated with business−development opportunities which fueled strong fourth quarter fiscal 2008
                bookings. The fiscal 2007 operating income also reflects asset impairments associated with an
                outsourcing contract recorded during the first quarter of fiscal 2007.

            •   Resources operating income increased primarily due to strong revenue growth.
       Gain on Investments, net
            Gain on investments, net was $6 million in fiscal 2008, a decrease of $12 million from fiscal 2007. The
       fiscal 2007 gain was primarily from a gain on the sale of a remaining investment from our portfolio of
       investments that was written down in fiscal 2002.
       Interest Income
           Interest income was $115 million in fiscal 2008, a decrease of $40 million, or 26%, from fiscal 2007. The
       decrease was primarily due to lower interest rates.

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       Other Expense, net
            Other expense, net was $2 million in fiscal 2008, a decrease of $20 million from fiscal 2007. The decrease
       resulted primarily from a decrease in net foreign currency exchange losses.
       Provision for Income Taxes
            The effective tax rates for fiscal 2008 and 2007 were 29.3% and 34.2%, respectively. The effective tax rate
       decreased in 2008 primarily as a result of benefits related to: final determinations of prior year tax liabilities,
       which reduced the rate by 3.9%; non−US research and development tax credits, which reduced the rate by 1.3%;
       and changes in the geographic distribution of income. These benefits were offset by expenses related to tax rate
       changes enacted during the year ended August 31, 2008, which reduced the value of our deferred tax assets.
       Fiscal 2007 included a reduction in the effective tax rate of 0.8%, recorded as a result of a nonrecurring benefit
       related to a reduction in the valuation allowance on our deferred tax assets.
       Minority Interest
           Minority interest eliminates the income earned or expense incurred attributable to the equity interest that
       some of our current and former senior executives and their permitted transferees have in our Accenture SCA and
       Accenture Canada Holdings Inc. subsidiaries. See “Business—Organizational Structure.” The resulting Net
       income of Accenture Ltd represents the income attributable to the shareholders of Accenture Ltd. Since January
       2002, minority interest has also included immaterial amounts primarily attributable to minority shareholders in
       our Avanade Inc. subsidiary.
            Minority interest was $505 million in fiscal 2008, an increase of $26 million, or 5%, over fiscal 2007. The
       increase was primarily due to an increase in Income before minority interest of $474 million, partially offset by a
       reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable
       shares average minority ownership interests to 22% for the year ended August 31, 2008 from 27% for the year
       ended August 31, 2007.
       Earnings Per Share
            Diluted earnings per share were $2.65 in fiscal 2008, compared with $1.97 in fiscal 2007. The $0.68 increase
       in our earnings per share was primarily the result of the following: $0.25 from strong growth in revenues and
       operating income in local currency; $0.19 from a lower effective tax rate and $0.12 from lower weighted average
       shares outstanding, partially offset by $0.02 from lower non−operating income. In addition, favorable foreign
       currency exchange rates accounted for $0.14 of the increase. For information regarding our earnings per share
       calculation, see Note 2 (Earnings Per Share) to our Consolidated Financial Statements under “Financial
       Statements and Supplementary Data.”

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       Results of Operations for the Year Ended August 31, 2007 Compared to Year Ended August 31, 2006
             Net revenues (by operating group, geography and type of work) and reimbursements were as follows:

                                                                                                                                             Percent of Total
                                                                                                                    Percent                   Net Revenues
                                                            Year Ended                        Percent              Increase                for the Year Ended
                                                             August 31,                       Increase               Local                      August 31,
                                                          2007         2006                    U.S.$               Currency                 2007         2006
                                                            (in millions)

       OPERATING GROUPS
         Communications & High
            Tech                                      $     4,600        $     4,177                  10%                      5%                23%                   25%
         Financial Services                                 4,357              3,558                  22                      16                 22                    22
         Products(1)                                        4,913              4,011                  23                      18                 25                    24
         Public Service(1)(2)                               2,561              2,221                  15                      12                 13                    13
         Resources                                          3,243              2,666                  22                      17                 17                    16
         Other                                                 22                 13                 n/m                     n/m                 —                     —

       TOTAL Net Revenues                                 19,696              16,646                   18%                     13%              100%                 100%

           Reimbursements                                   1,757              1,582                   11

           TOTAL REVENUES                             $ 21,453           $ 18,228                      18%

       GEOGRAPHY
        Americas                                      $     8,483        $     7,741                   10%                      9%               43%                   46%
        EMEA                                                9,534              7,644                   25                      16                48                    46
        Asia Pacific                                        1,679              1,261                   33                      28                 9                     8

       TOTAL Net Revenues                             $ 19,696           $ 16,646                      18%                     13%              100%                 100%

       TYPE OF WORK
         Consulting                                   $ 11,856           $     9,892                   20%                     15%               60%                   59%
         Outsourcing                                     7,840                 6,754                   16                      12                40                    41

       TOTAL Net Revenues                             $ 19,696           $ 16,646                      18%                     13%              100%                 100%

       n/m = not meaningful
        (1) During the second quarter of fiscal 2006, in connection with certain large, long−term contracts (the “NHS Contracts”), we recorded a $450 million aggregate
            loss provision that was reflected in Cost of services. We later entered into an agreement to transfer to a third party the majority of our rights and obligations
            under the NHS Contracts. This agreement resulted in a $339 million reduction in net revenues in the fourth quarter of fiscal 2006, which was offset by a
            $339 million decrease in Cost of services, including a reversal of the remainder of the loss provision recorded earlier in fiscal 2006. These adjustments were
            reflected in the operating results of our Products and Public Service operating groups.

        (2) Known as “Government” prior to September 1, 2007.

       Revenues
           Our Communications & High Tech operating group achieved net revenues of $4,600 million for the year
       ended August 31, 2007, compared with $4,177 million for the year ended August 31, 2006, an increase of 10% in
       U.S. dollars and 5% in local currency. The increase was driven by outsourcing growth across all industry groups
       and all geographic regions and consulting growth in the Asia Pacific

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       and EMEA regions. This was partially offset by a consulting decline in our Communications industry group in
       the Americas region.
            Our Financial Services operating group achieved net revenues of $4,357 million for the year ended
       August 31, 2007, compared with $3,558 million for the year ended August 31, 2006, an increase of 22% in
       U.S. dollars and 16% in local currency, with both consulting and outsourcing contributing to the growth. The
       increase was primarily driven by growth in the EMEA region across all industry groups, particularly Banking;
       and in the Americas region, particularly in our Capital Markets and Insurance industry groups.
            Our Products operating group achieved net revenues of $4,913 million for the year ended August 31, 2007,
       compared with $4,011 million for the year ended August 31, 2006, an increase of 23% in U.S. dollars and 18% in
       local currency, with both consulting and outsourcing contributing to the growth. The increase was driven by
       strong growth in our Consumer Goods & Services and Health & Life Sciences industry groups in the EMEA
       region and in our Retail and Health & Life Sciences industry groups in the Americas region. These increases
       more than offset an expected revenue decline in our Retail industry group in the EMEA region during the year
       ended August 31, 2007 related to a contract termination in the third quarter of fiscal 2006. Revenue growth was
       also affected by a fiscal 2006 $169 million reduction in consulting revenues in our Health & Life Sciences
       industry group in the EMEA region associated with the resolution of the NHS matter recorded during the fourth
       quarter of fiscal 2006. See footnote (1) to the “Net revenues (by operating group, geography and type of work)
       and reimbursements” table above.
            Our Public Service operating group achieved net revenues of $2,561 million for the year ended August 31,
       2007, compared with $2,221 million for the year ended August 31, 2006, an increase of 15% in U.S. dollars and
       12% in local currency. The increase was driven by consulting growth in the EMEA and Americas regions.
       Revenue growth was also affected by a fiscal 2006 $169 million reduction in consulting revenues associated with
       the resolution of the NHS matter recorded during the fourth quarter of fiscal 2006. See footnote (1) to the “Net
       revenues (by operating group, geography and type of work) and reimbursements” table above.
            Our Resources operating group achieved net revenues of $3,243 million for the year ended August 31, 2007,
       compared with $2,666 million for the year ended August 31, 2006, an increase of 22% in U.S. dollars and 17% in
       local currency, primarily driven by strong consulting growth across all geographic regions and strong
       outsourcing growth in the EMEA region. We experienced strong growth across all four industry groups: Energy,
       Utilities, Chemicals and Natural Resources.
           In the Americas region, we achieved net revenues of $8,483 million in fiscal 2007, compared with
       $7,741 million for fiscal 2006, an increase of 10% in U.S. dollars and 9% in local currency. Growth was
       principally driven by our business in the United States, Brazil and Canada.
           In the EMEA region, we achieved net revenues of $9,534 million for fiscal 2007, compared with
       $7,644 million for fiscal 2006, an increase of 25% in U.S. dollars and 16% in local currency. Growth was
       principally driven by our business in the United Kingdom, Spain, Italy, the Netherlands, Germany and France.
           In the Asia Pacific region, we achieved net revenues of $1,679 million in fiscal 2007, compared with
       $1,261 million for fiscal 2006, an increase of 33% in U.S. dollars and 28% in local currency. Growth was
       principally driven by our business in Australia, Japan and Singapore.

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       Operating Expenses
            Operating expenses were $18,960 million in fiscal 2007, an increase of $2,573 million, or 16%, over fiscal
       2006, and decreased as a percentage of revenues to 88.4% from 89.9% during this period. Operating expenses
       before reimbursable expenses were $17,203 million in fiscal 2007, an increase of $2,398 million, or 16%, over
       fiscal 2006, and decreased as a percentage of net revenues to 87.3% from 88.9% during this period. Excluding
       the effects of reorganization benefits recorded in fiscal 2006, operating expenses as a percentage of net revenues
       for the year ended August 31, 2007 decreased 2.0 percentage points compared with the year ended August 31,
       2006.
       Cost of Services
           Cost of services was $15,411 million in fiscal 2007, an increase of $2,177 million, or 16%, over fiscal 2006,
       and decreased as a percentage of revenues to 71.8% from 72.6% during this period. Cost of services before
       reimbursable expenses were $13,654 million in fiscal 2007, an increase of $2,002 million, or 17%, over fiscal
       2006, and decreased as a percentage of net revenues to 69.3% from 70.0% during this period. Gross margin (net
       revenues less cost of services before reimbursable expenses as a percentage of net revenues) increased to 30.7%
       from 30.0% over this period. The decrease in Cost of services as a percentage of net revenues was principally
       due to the net impact during fiscal 2006 of the NHS Transfer Agreement and the second−quarter fiscal 2006
       NHS adjustments, partially offset by higher annual bonus accruals during fiscal 2007. See footnote (1) to the
       “Net revenues (by operating group, geography and type of work) and reimbursements” table above.
       Sales and Marketing
            Sales and marketing expense was $1,904 million in fiscal 2007, an increase of $196 million, or 12%, over
       fiscal 2006, and decreased as a percentage of net revenues to 9.7% from 10.2% during this period. This decrease
       as a percentage of net revenues was primarily due to lower business and market development costs as a result of
       higher utilization of our client service personnel on contracts.
       General and Administrative Costs
           General and administrative costs were $1,618 million in fiscal 2007, an increase of $125 million, or 8%,
       over fiscal 2006, and decreased as a percentage of net revenues to 8.2% from 9.0% during this period. This
       decrease as a percentage of net revenues was primarily due to lower costs resulting from our continued efforts to
       leverage cost efficient locations.
       Reorganization Costs (Benefits)
            We recorded net reorganization costs of $26 million for the year ended August 31, 2007 related to interest
       expense associated with our reorganization liabilities. During fiscal 2006, we recorded net reorganization
       benefits of $48 million, which included a $72 million reduction in reorganization liabilities offset by $24 million
       of interest expense associated with carrying these liabilities. In fiscal 2006, the reduction in liabilities was
       primarily due to final determinations of certain reorganization liabilities established in connection with our
       transition to a corporate structure in 2001. For additional information, refer to Note 3 (Reorganization Costs
       (Benefits)) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
       Operating Income
          Operating income was $2,493 million in fiscal 2007, an increase of $652 million, or 35%, from fiscal 2006.
       Operating income as a percentage of net revenues was 12.7% and 11.1% in fiscal 2007

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       and 2006, respectively. Excluding the effects of reorganization benefits during fiscal 2006, Operating income as
       a percentage of net revenues for the year ended August 31, 2007 increased by 2.1 percentage points, compared
       with the year ended August 31, 2006. Operating income for each of the operating groups was as follows:
             Operating income for each of the operating groups was as follows:

                                                                                                Year Ended August 31,
                                                                                                                    Effect of       Net
                                                                                                 Increase       Reorganization    Increase
                                                                2007              2006          (Decrease)         Benefits(1)   (Decrease)
                                                                                                     (in millions)

       Communications & High Tech                           $      582        $      631        $              (49)   $     17   $      (32)
       Financial Services                                          491               388                       103          15          118
       Products                                                    669               400                       269          18          287
       Public Service                                              272                83                       189          11          200
       Resources                                                   479               339                       140          11          151

       Total                                                $ 2,493           $ 1,841           $              652    $     72   $      724

        (1) Represents the effect of reorganization benefits recorded during the year ended August 31, 2006.

           The following Operating income commentary by operating group excludes the effect of reorganization
       benefits recorded in fiscal 2006:
             •    Communications & High Tech operating income decreased due to higher compensation costs and a
                  decline in contract margins due to a lower proportion of high−margin consulting contracts.

             •    Financial Services operating income increased due to revenue growth, higher utilization and lower sales
                  and marketing costs as a percentage of net revenues, partially offset by higher compensation costs and
                  delivery inefficiencies on certain contracts.

             •    Products operating income increased due to strong revenue growth and lower sales and marketing costs
                  as a percentage of revenue before reimbursements, partially offset by higher compensation costs.
                  Operating income also increased due to the impact of a $225 million loss provision associated with the
                  NHS Contracts recorded during the second quarter of fiscal 2006, partially offset by revenue recognized
                  in connection with a contract termination in our Retail industry group in the EMEA region recorded
                  during the third quarter of fiscal 2006. See footnote (1) to the “Net revenues (by operating group,
                  geography and type of work) and reimbursements” table above.

             •    Public Service operating income increased due to the impact of a $225 million loss provision associated
                  with the NHS Contracts recorded during the second quarter of fiscal 2006. The fiscal 2007 operating
                  income also reflects consulting revenue growth and improved consulting contract margins, offset by
                  higher compensation costs and asset impairments associated with an outsourcing contract recorded
                  during the first quarter of fiscal 2007. See footnote (1) to the “Net revenues (by operating group,
                  geography and type of work) and reimbursements” table above.

             •    Resources operating income increased due to strong revenue growth and improved contract margins,
                  partially offset by higher compensation costs.
           Higher compensation costs for the year ended August 31, 2007 resulted from higher annual bonus accruals
       and market compensation adjustments in certain skill sets and geographies.

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       Gain on Investments, net
            Gain on investments, net was $19 million in fiscal 2007, an increase of $17 million over fiscal 2006. The
       increase resulted primarily from a gain on the sale of a remaining investment from our portfolio of investments
       that was written down in fiscal 2002.
       Interest Income
            Interest income was $155 million in fiscal 2007, an increase of $25 million, or 19%, over fiscal 2006. The
       increase resulted primarily from an increase in interest rates and higher average cash balances.
       Other Expense
            Other expense was $22 million in fiscal 2007, a decrease of $6 million from fiscal 2006. The decrease
       resulted primarily from a decrease in net foreign currency exchange losses.
       Provision for Income Taxes
            The effective tax rates for fiscal 2007 and 2006 were 34.2% and 25.5%, respectively. The effective tax rate
       increased in 2007 primarily as a result of benefits recorded in fiscal 2006 related to final determinations of
       prior−year tax liabilities. Final determinations of prior year tax liabilities, including final agreements with tax
       authorities and expirations of statutes of limitations, reduced the annual effective tax rate in 2007 and 2006 by
       1.8 and 10.8 percentage points, respectively.
       Minority Interest
            Minority interest was $480 million in fiscal 2007, an increase of $20 million, or 4%, from fiscal 2006. The
       increase was primarily due to an increase in income before minority interest of $290 million, partially offset by a
       reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable
       shares average ownership interests to 27% for the year ended August 31, 2007 from 32% for the year ended
       August 31, 2006.
       Earnings Per Share
            Diluted earnings per share were $1.97 in fiscal 2007, compared with $1.59 in fiscal 2006. Our earnings per
       share for the year ended August 31, 2006 were reduced by $0.26 due to the net impact of the second−quarter
       fiscal 2006 NHS adjustments. See footnote (1) to the “Net revenues (by operating group, geography and type of
       work) and reimbursements” table above. This reduction of earnings per share was partially offset by increases of
       $0.08 resulting from the impact of reorganization benefits and $0.16 resulting from the impact of tax benefits
       recorded in June 2006. For information regarding our earnings per share calculation, see Note 2 (Earnings Per
       Share) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
       Liquidity and Capital Resources
            Our primary sources of liquidity are cash flows from operations, debt capacity available under various credit
       facilities and available cash reserves. We may also be able to raise additional funds through public or private debt
       or equity financings in order to:
            •   take advantage of opportunities, including more rapid expansion;

            •   acquire complementary businesses or technologies;
            •   develop new services and solutions;


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             •    respond to competitive pressures; or

             •    facilitate purchases, redemptions and exchanges of Accenture shares.
            As of August 31, 2008, cash and cash equivalents of $3,603 million combined with $23 million of liquid
       fixed−income securities that are classified as investments in our Consolidated Balance Sheet totaled
       $3,626 million, compared with $3,614 million as of August 31, 2007, an increase of $12 million.
            Cash flows from operating, investing and financing activities, as reflected in our Consolidated Cash Flows
       Statements, are summarized in the following table:

                                                                                   Year Ended August 31,
                                                                                                            2008 to 2007
                                                                    2008       2007(1)        2006            Change
                                                                                     (in millions)

       Net cash provided by (used in):
         Operating activities                                   $     2,803    $    2,631    $    2,668    $          172
         Investing activities                                          (324)         (350)         (243)               26
         Financing activities                                        (2,162)       (2,128)       (1,944)              (34)
       Effect of exchange rate changes on cash and cash
         equivalents                                                    (29)           95          102               (124)

       Net increase in cash and cash equivalents(1)             $      288     $      247    $     583     $           40

        (1) May not total due to rounding.

            Operating activities: The $172 million increase in cash provided by operating activities was primarily due
       to higher net income, partially offset by an increase in net client balances (receivables from clients, current and
       non−current unbilled services and deferred revenues) and other changes in operating assets and liabilities.
            Investing activities: The $26 million decrease in cash used was primarily due to a decrease in net purchases
       of available−for−sale securities and lower spending on property and equipment, driven by effective space
       management within the Global Delivery Network, partially offset by increased spending on business
       acquisitions. For additional information regarding our business acquisitions, see Note 6 (Business Combinations
       and Goodwill) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
            Financing activities: The $34 million increase in cash used was primarily due to an increase in cash
       dividends paid. For additional information, see Note 14 (Material Transactions Affecting Shareholders’ Equity)
       to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
            We believe that our available cash balances and the cash flows expected to be generated from operations
       will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve
       months. We also believe that our longer−term working capital and other general corporate funding requirements
       will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities
       and future financial market activities.

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       Borrowing Facilities
            As of August 31, 2008, we had the following borrowing facilities, including the issuance of letters of credit,
       to support general working capital purposes:

                                                                                                                                                   Borrowings
                                                                                                                                     Facility         Under
                                                                                                                                     Amount          Facilities
                                                                                                                                            (in millions)

       Syndicated loan facility(1)                                                                                                  $     1,200          $               —
       Separate bilateral, uncommitted, unsecured multicurrency revolving credit
         facilities(2)                                                                                                                       350                          5
       Local guaranteed and non−guaranteed lines of credit(3)                                                                                152                         —

       Total                                                                                                                        $     1,702          $                  5

        (1) This facility, which matures on July 31, 2012, provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance
            of letters of credit. Financing is provided under this facility at the prime rate or at the London Interbank Offered Rate plus a spread. This facility requires us
            to: (1) limit liens placed on our assets to (a) liens incurred in the ordinary course of business (subject to certain qualifications) and (b) other liens securing
            obligations not to exceed 30% of our consolidated assets; and (2) maintain a debt−to−cash−flow ratio not exceeding 1.75 to 1.00. We continue to be in
            compliance with these terms. As of August 31, 2008 and 2007, we had no borrowings under the facility. The facility is subject to annual commitment fees.

        (2) We maintain two separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities. These facilities provide local−currency financing for
            the majority of our operations. Interest rate terms on the bilateral revolving facilities are at market rates prevailing in the relevant local markets. As of
            August 31, 2008 and 2007, we had $5 million and $1 million, respectively, of borrowings under these facilities.

        (3) We also maintain local guaranteed and non−guaranteed lines of credit for those locations that cannot access our global facilities. As of August 31, 2008 and
            2007, we had no borrowings under these various facilities.

            Under the borrowing facilities described above, we had an aggregate of $169 million and $164 million of
       letters of credit outstanding as of August 31, 2008 and 2007, respectively. In addition, we had no other
       short−term borrowings as of August 31, 2008 and 2007, respectively.
           We also had total outstanding debt of $3 million and $25 million as of August 31, 2008 and 2007,
       respectively. The outstanding debt as of August 31, 2007 was primarily incurred in conjunction with the purchase
       of Accenture HR Services.
       Share Purchases and Redemptions
            The Board of Directors of Accenture Ltd has authorized funding for our publicly announced open−market
       share purchase program for acquiring Accenture Ltd Class A common shares and for purchases and redemptions
       of Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada
       Holdings Inc. exchangeable shares held by our current and former senior executives and their permitted
       transferees.

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               A summary of our share purchase activity for cash during the year ended August 31, 2008 is as follows:

                                                                                                   Accenture SCA Class I
                                                        Accenture Ltd Class A             Common Shares and Accenture Canada
                                                          Common Shares                      Holdings Inc. Exchangeable Shares                        Total
                                                         Shares        Amount                  Shares                    Amount              Shares           Amount
                                                                                           (in millions, except share amounts)

       Open−market share purchases(1)                    10,250,028      $     358                       —             $           —        10,250,028        $     358
       Other share purchase programs                      5,898,398            196(2)            41,757,115(3)                  1,593       47,655,513            1,789
       Other purchases(4)                                 2,874,791            114                       —                         —         2,874,791              114

       Total                                             19,023,217      $     668               41,757,115            $        1,593       60,780,332        $ 2,261

        (1) We conduct a publicly announced, open−market share purchase program for Accenture Ltd Class A common shares. These shares are held as treasury shares
            by one or more subsidiaries of Accenture Ltd and may be utilized to provide for select employee benefits, such as equity awards to our employees.

        (2) On February 1, 2008, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA, purchased 5,898,398 Accenture Ltd Class A common shares
            at a per share price of $33.29, resulting in a cash outlay of approximately $196 million. Shares from this transaction were purchased from certain former
            senior executives residing outside the United States.

        (3) Primarily represents purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares from
            current and former senior executives and their permitted transferees.

        (4) During the year ended August 31, 2008, as authorized under our various employee equity share plans, we acquired Accenture Ltd Class A common shares
            primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture Ltd
            Class A common shares under those plans.

            On October 25, 2007, the Board of Directors of Accenture Ltd authorized an additional $3.0 billion for share
       purchases. Management has discretion to use this authorization for purchases under either our publicly
       announced open−market share purchase program or our other share purchase programs. As of August 31, 2008,
       our aggregate available authorization was $2.5 billion.
       Other Share Redemptions
            During fiscal 2008, we issued 11,130,150 Accenture Ltd Class A common shares upon redemptions of an
       equivalent number of Accenture SCA Class I common shares pursuant to our registration statement on Form S−3
       (the “registration statement”) filed on May 15, 2007. The registration statement allows us, at our option, to issue
       freely tradable Accenture Ltd Class A common shares in lieu of cash upon redemptions of Accenture SCA
       Class I common shares held by our senior executives, former executives and their permitted transferees.
       Senior Executive Ownership Requirements
           To ensure that senior executives continue to maintain equity ownership levels that Accenture considers
       meaningful, we require current senior executives to comply with the Accenture Senior Executive Equity
       Ownership Policy. This policy requires senior executives to own Accenture equity valued at a multiple (ranging
       from 1/2 to 6) of their base compensation determined by their position level.
       Senior Executive Trading Policy
            We have a Senior Executive Trading Policy applicable to our senior executives that provides, among other
       things, that covered shares held by actively employed senior executives will be subject to company−imposed
       quarterly trading guidelines. We set allocation limits of unrestricted covered shares based on a composite average
       weekly volume of trading in Accenture Ltd Class A common shares.

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       These guidelines allow us to manage the total number of shares redeemed, sold or otherwise transferred by our
       senior executives in any calendar quarter. The guidelines, which can be adjusted by management, are not legal or
       contractual restrictions, however, and there is a risk that the internal sanctions available to us might not
       adequately dissuade individual employees from attempting transfers in excess of the amounts permitted under the
       policy. The Senior Executive Trading Policy also prohibits senior executives from trading in any Accenture
       equity during any company−designated black−out period.
       Subsequent Development
           On September 24, 2008, Accenture Ltd declared a cash dividend of $0.50 per share on our Class A common
       shares for shareholders of record at the close of business on October 10, 2008. Accenture Ltd will cause
       Accenture SCA to declare a cash dividend of $0.50 per share on its Class I common shares for shareholders of
       record at the close of business on October 7, 2008. Both dividends are payable on November 17, 2008.
       Obligations and Commitments
           As of August 31, 2008, we had the following obligations and commitments to make future payments under
       contracts, contractual obligations and commercial commitments:

                                                                                                        Payments due by period
       Contractual
       Cash
       Obligations(1)(2)                                         Total(3)          Less than 1 year             1−3 years     3−5 years                More than 5 years
                                                                                                                (in millions)

       Long−term debt                                           $        3        $                    2       $          1        $         —        $                      —
       Operating leases                                              2,260                           427                600                 358                             875
       Retirement obligations(4)                                       158                            36                 44                  23                              55
       Other commitments(5)                                            103                            71                 27                   4                              —

       Total                                                    $ 2,524           $                  536       $        672        $        385       $                     930

        (1) We adopted FIN 48 on September 1, 2007. The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because
            a reasonable estimate of the timing and amount of cash out flows from future tax settlements cannot be determined. For additional information, refer to
            Note 10 (Income Taxes) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”

        (2) In fiscal 2001, we accrued reorganization liabilities in connection with our transition to a corporate structure. As of August 31, 2008, the remaining liability
            for reorganization costs was $309 million, of which $299 million was classified as Other accrued liabilities because expirations of statutes of limitations or
            other final determinations could occur within 12 months. The reorganization liabilities have been excluded from the contractual obligations table because a
            reasonable estimate of the timing and amount of cash out flows from future tax settlements cannot be determined. We anticipate that reorganization liabilities
            will be substantially diminished by the end of fiscal 2009 because we expect final determinations will have occurred. However, resolution of current tax
            audits, initiation of additional audits or litigation may delay final settlements. Final settlement will result in a payment on a final settlement and/or recording a
            reorganization cost or benefit in our Consolidated Income Statement. For additional information, refer to Note 3 (Reorganization Costs (Benefits)) to our
            Consolidated Financial Statements under “Financial Statements and Supplementary Data.”

        (3) May not total due to rounding.

        (4) This represents projected payments under certain unfunded retirement plans for former pre−incorporation partners. Because both of these plans are unfunded,
            we pay these benefits directly. These plans were eliminated for active partners after May 15, 2001.

        (5) Other commitments include, among other things, information technology, software support and maintenance obligations, as well as other obligations in the
            ordinary course of business that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Amounts shown do not
            include recourse that we may have to recover termination fees or penalties from clients.

       Off−Balance Sheet Arrangements
            We have various agreements by which we may be obligated to indemnify the other party with respect to
       certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course
       of business under which we customarily agree to hold the indemnified party

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       harmless against losses arising from a breach of representations related to such matters as title to assets sold,
       licensed or certain intellectual property rights and other matters. Payments by us under such indemnification
       clauses are generally conditioned on the other party making a claim. Such claims are generally subject to
       challenge by us and dispute resolution procedures specified in the particular contract. Furthermore, our
       obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we
       may have recourse against third parties for certain payments made by us. It is not possible to predict the
       maximum potential amount of future payments under these indemnification agreements due to the conditional
       nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any
       payments under these agreements that have been material individually or in the aggregate. As of August 31,
       2008, we were not aware of any obligations under such indemnification agreements that would require material
       payments.
            From time to time, we enter into contracts with clients whereby we have joint and several liability with other
       participants and/or third parties providing related services and products to clients. Under these arrangements, we
       and other parties may assume some responsibility to the client or a third party for the performance of others
       under the terms and conditions of the contract with or for the benefit of the client or in relation to the
       performance of certain contractual obligations. To date, we have not been required to make any payments under
       any of the contracts described in this paragraph. For further discussion of these transactions, see Note 16
       (Commitments and Contingencies) to our Consolidated Financial Statements under “Financial Statements and
       Supplementary Data.”
       Recently Adopted Accounting Pronouncements
            On September 1, 2007, we adopted the provisions of FIN 48, which is a change in accounting for income
       taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured and
       derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves
       for uncertain tax positions should be classified in the balance sheet; and provides transition and interim−period
       guidance, among other provisions. For additional information, see Note 10 (Income Taxes) to our Consolidated
       Financial Statements under Item 1, “Financial Statements.”
       New Accounting Pronouncements
             In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging
       Activities, an amendment of FASB Statement No. 133.” This Statement requires enhanced disclosures for
       derivative instruments and hedging activities about (i) how and why a company uses derivative instruments,
       (ii) how derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for
       Derivative Instruments and Hedging Activities” and its related interpretations, and (iii) how derivative
       instruments and related hedged items affect a Company’s financial position, financial performance and cash
       flows. We will adopt the provisions of SFAS 161 on December 1, 2008. We are currently assessing the potential
       impact that adoption of SFAS No. 161 may have on our Consolidated Financial Statements.
            In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”
       (“SFAS 141R”), which is a revision of SFAS 141, “Business Combinations.” SFAS 141R establishes principles
       and requirements for: recognizing and measuring the identifiable assets acquired, the liabilities assumed and any
       noncontrolling interest in the acquiree; recognizing and measuring the goodwill acquired in the business
       combination or a gain from a bargain purchase; expensing acquisition related costs as incurred; and determining
       what information to disclose to enable users of the financial statements to evaluate the nature and financial
       effects of the business combination. We will adopt the provisions of SFAS 141R for acquisitions that occur on or
       after September 1, 2009. The

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       impact of SFAS 141R on our Consolidated Financial Statements will depend on the size and nature of any
       acquisitions on or after September 1, 2009.
            In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
       Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
       standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). Upon
       adoption of SFAS 160 on September 1, 2009, our minority interest will be reported as a separate component of
       Consolidated Shareholders’ Equity.
            In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which
       defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting
       principles and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value
       measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to
       classify the source of the information. In February 2008, the FASB issued FASB Staff Position 157−2, “Effective
       Date of FASB Statement No. 157” (“FSP 157−2”), which delays the effective date of SFAS 157 for all
       non−financial assets and non−financial liabilities, except for items that are recognized or disclosed at fair value
       in the financial statements on a recurring basis (at least annually). On September 1, 2008, we adopted the
       provisions of SFAS 157 and it did not have a material impact on our Consolidated Financial Statements. On
       September 1, 2009, we will adopt the provisions of FSP 157−2, and we are currently assessing the potential
       impact that adoption of FSP 157−2 may have on our Consolidated Financial Statements.
       ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            All of our market risk sensitive instruments were entered into for purposes other than trading.
       Foreign Currency Risk
            We are exposed to foreign currency risk in the ordinary course of business. We hedge material cash flow
       exposures when feasible using forward contracts. These instruments are subject to fluctuations in foreign
       exchange rates and credit risk. Credit risk is managed through careful selection and ongoing evaluation of the
       financial institutions utilized as counterparties.
            Certain of these hedge positions are undesignated hedges of balance sheet exposures such as intercompany
       loans and typically have maturities of less than one year. These hedges—primarily U.S. dollar/Indian rupee, U.S.
       dollar/euro, U.S. dollar/Swiss franc, U.S. dollar/yen and U.S. dollar/Norwegian krone—are intended to offset
       remeasurement of the underlying assets and liabilities. Changes in the fair value of these derivatives are recorded
       in Other expense, net in the Consolidated Income Statement. Additionally, we have hedge positions that are
       designated cash flow hedges of certain intercompany charges relating to our Global Delivery Network and
       typically have maturities not exceeding three years. These hedges—U.S. dollar/Indian rupee, U.S.
       dollar/Philippine peso and U.K. pound/Indian rupee—are intended to partially offset the impact of currency
       movements on future costs relating to resources supplied by Accenture’s Global Delivery Network.
           For designated cash flow hedges, gains (losses) currently recorded in Accumulated Other Comprehensive
       Income will be reclassified into earnings at the time when certain anticipated intercompany charges are accrued
       as Cost of Services. As of August 31, 2008, it is anticipated that $2.2 million of the net gains, net of tax currently
       recorded in Accumulated Other Comprehensive Income will be reclassified into Cost of Services within the next
       12 months.
            We use sensitivity analysis to determine the effects that market exchange rate fluctuations may have on the
       fair value of our hedge portfolio. The sensitivity of the hedge portfolio is computed based on the market value of
       future cash flows as affected by changes in exchange rates. This sensitivity

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       analysis represents the hypothetical changes in value of the hedge position and does not reflect the offsetting gain
       or loss on the underlying exposure. A 10% change in the levels of foreign currency exchange rates against the
       U.S. dollar (or other base currency of the hedge if not a U.S. dollar hedge) with all other variables held constant
       would have resulted in a change in the fair value of our hedge instruments of approximately $146 million and
       $9 million as of August 31, 2008 and 2007, respectively.
       Interest Rate Risk
            The interest rate risk associated with our borrowing and investing activities as of August 31, 2008 is not
       material in relation to our consolidated financial position, results of operations or cash flows. While we may do
       so in the future, we have not used derivative financial instruments to alter the interest rate characteristics of our
       investment holdings or debt instruments.
       Equity Price Risk
           The equity price risk associated with our marketable equity securities that are subject to market price
       volatility is not material in relation to our consolidated financial position, results of operations or cash flows.
       ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
            See the index included on page F−1, Index to Consolidated Financial Statements.
       ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE
            None.
       ITEM 9A.      CONTROLS AND PROCEDURES
       (a) Evaluation of Disclosure Controls and Procedures
            An evaluation was performed under the supervision and with the participation of our management, including
       our chief executive officer and our chief financial officer, of the effectiveness of our disclosure controls and
       procedures (as defined in Rule 13a−15(e) under the Exchange Act) as of the end of the period covered by this
       report.
           Based on that evaluation, the chief executive officer and the chief financial officer of Accenture Ltd have
       concluded that, as of the end of the period covered by this report, Accenture Ltd’s disclosure controls and
       procedures are effective.
       (b) Management’s Annual Report on Internal Control over Financial Reporting
            Accenture’s management is responsible for establishing and maintaining adequate internal control over
       financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the
       preparation of financial statements for external purposes in accordance with generally accepted accounting
       principles. Internal control over financial reporting includes those policies and procedures that:
                 (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
            transactions and dispositions of our assets;
                 (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of
            financial statements in accordance with generally accepted accounting principles,

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            and that our receipts and expenditures are being made only in accordance with the authorization of
            management and/or our Board of Directors; and
                (iii) provide reasonable assurance regarding the prevention or timely detection of any unauthorized
            acquisition, use or disposition of our assets that could have a material effect on our financial statements.
            Due to its inherent limitations, internal control over financial reporting may not prevent or detect
       misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
       controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies
       or procedures may deteriorate.
            Under the supervision and with the participation of our management, including our chief executive officer
       and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial
       reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
       (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that
       our internal control over financial reporting was effective as of the end of the period covered by this Annual
       Report on Form 10−K.
            KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial
       Statements included in this Annual Report on Form 10−K and, as part of their audit, has issued its attestation
       report, included herein, on the effectiveness of our internal control over financial reporting. See “Report of
       Independent Registered Public Accounting Firm” on page F−2.
       (c) Changes in Internal Control over Financial Reporting
            There has been no change in Accenture Ltd’s internal control over financial reporting that occurred during
       the fourth quarter of fiscal 2008 that has materially affected, or is reasonably likely to materially affect,
       Accenture Ltd’s internal control over financial reporting.
       ITEM 9B.      OTHER INFORMATION
            None.

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                                                         PART III
       ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            Information about our directors is incorporated by reference from the discussion under the heading “Board
       and Corporate Governance Matters—Director Biographies” in the Proxy Statement for our 2009 Annual General
       Meeting of Shareholders (the “2009 Proxy Statement”). Information about our executive officers is contained in
       the discussion entitled “Executive Officers of the Registrant” in Part I of this Form 10−K. Information about
       compliance with Section 16(a) of the Exchange Act is incorporated by reference from the discussion under the
       heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2009 Proxy Statement. Information
       about our Code of Business Ethics governing our employees, including our chief executive officer, chief
       financial officer and principal accounting officer, is incorporated by reference from the discussion under the
       heading “Board and Corporate Governance Matters—Board Meetings and Committees” in the 2009 Proxy
       Statement. Information about our Audit Committee, including the members of the Committee, and our Audit
       Committee financial experts is incorporated by reference from the discussion under the heading “Board and
       Corporate Governance Matters—Audit Committee” in the 2009 Proxy Statement.
            There have been no material changes to the procedures by which security holders may recommend nominees
       to our Board of Directors from those described in the Proxy Statement for our Annual General Meeting of
       Shareholders filed with the SEC on December 28, 2007.
       ITEM 11.     EXECUTIVE COMPENSATION
            Information about director and executive compensation is incorporated by reference from the discussion
       under the headings “Compensation of Executive Officers and Directors,” “Compensation Committee Interlocks
       and Insider Participation” and “Reports of the Committees of the Board—Compensation Committee Report” in
       the 2009 Proxy Statement.
       ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                    AND RELATED SHAREHOLDER MATTERS
           Information about security ownership of certain beneficial owners and management and related shareholder
       matters is incorporated by reference from the discussion under the headings “Beneficial Ownership of Directors
       and Executive Officers” and “Beneficial Ownership of More Than Five Percent of Any Class of Voting
       Securities” in the 2009 Proxy Statement.

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       Securities Authorized for Issuance under Equity Compensation Plans
           The following table sets forth, as of August 31, 2008, certain information related to our compensation plans
       under which Accenture Ltd Class A common shares may be issued.

                                                                                                                                        Number of Shares
                                                            Number of Shares                                                           Remaining Available
                                                            to be Issued Upon                                                          for Future Issuance
                                                                Exercise of                       Weighted−Average                        Under Equity
                                                               Outstanding                         Exercise Price of                   Compensation Plans
                                                                 Options,                           Outstanding                             (Excluding
                                                              Warrants and                        Options, Warrants                    Securities Reflected
       Plan
       Category                                                      Rights                              and Rights                         in 1st Column)

       Equity compensation plans
         approved by shareholders:
         2001 Share Incentive Plan                                       89,666,887(1)            $                      19.14                       140,153,960
         2001 Employee Share Purchase
            Plan                                                                     —                                    N/A                         21,672,757
       Equity compensation plans not
         approved by shareholders                                                    —                                    N/A                                —

       Total                                                             89,666,887                                                                  161,826,717

        (1) Consists of 34,981,064 stock options with a weighted average exercise price of $19.14 per share and 54,685,823 restricted share units.

       ITEM 13.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                          INDEPENDENCE
           Information about certain relationships and transactions with related persons is incorporated by reference
       from the discussion under the heading “Board and Corporate Governance Matters—Certain Relationships and
       Related Person Transactions” in the 2009 Proxy Statement. Information about director independence is
       incorporated by reference from the discussion under the heading “Board and Corporate Governance
       Matters—Director Independence” in the 2009 Proxy Statement.
       ITEM 14.           PRINCIPAL ACCOUNTING FEES AND SERVICES
           Information about the fees for professional services rendered by our independent auditors in 2008 and 2007
       and our Audit Committee’s policy on pre−approval of audit and permissible non−audit services of our
       independent auditors is incorporated by reference from the discussion under the heading “Independent Auditors’
       Fees” in the 2009 Proxy Statement.
                                                                                 PART IV
       ITEM 15.           EXHIBITS, FINANCIAL STATEMENT SCHEDULES
             (a) List of documents filed as part of this report:
       1.    Financial Statements as of August 31, 2008 and August 31, 2007 and for the three years ended August 31,
             2008—Included in Part II of this Form 10−K:
                     Consolidated Balance Sheets
                     Consolidated Income Statements
                     Consolidated Shareholders’ Equity and Comprehensive Income Statements
                     Consolidated Cash Flows Statements
                     Notes to Consolidated Financial Statements

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       2.   Financial Statement Schedules:
                    None
       3.   Exhibit Index:

      Exhibit
   Number     Exhibit

             3.1      Memorandum of Continuance of the Registrant, dated February 21, 2001 (incorporated by reference
                      to Exhibit 3.1 to the Registrant’s Registration Statement on Form S−1/A filed on July 2, 2001 (the
                      “July 2, 2001 Form S−1/A”)).
             3.2      Form of Bye−laws of the Registrant, effective as of February 7, 2008 (incorporated by reference to
                      Exhibit 3.1 to the February 29, 2008 10−Q).
             9.1      Form of Voting Agreement, dated as of April 18, 2001, among the Registrant and the covered
                      persons party thereto as amended and restated as of February 3, 2005 (incorporated by reference to
                      Exhibit 9.1 to the February 28, 2005 10−Q).
            10.1      Form of Non−Competition Agreement, dated as of April 18, 2001, among the Registrant and certain
                      employees (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on
                      Form S−1 filed on April 19, 2001 (the “April 19, 2001 Form S−1”)).
            10.2      2001 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s
                      Registration Statement on Form S−1/A filed on July 12, 2001).
            10.3      2001 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.1 to the November 30,
                      2001 10−Q).
            10.4      Form of Articles of Association of Accenture SCA, updated as of December 14, 2007 (incorporated
                      by reference to Exhibit 3.2 to the November 30, 2007 10−Q).
            10.5      Form of Accenture SCA Transfer Rights Agreement, dated as of April 18, 2001, among Accenture
                      SCA and the covered persons party thereto as amended and restated as of February 3, 2005
                      (incorporated by reference to Exhibit 10.2 to the February 28, 2005 10−Q).
            10.6      Form of Non−Competition Agreement, dated as of April 18, 2001, among Accenture SCA and
                      certain employees (incorporated by reference to Exhibit 10.7 to the April 19, 2001 Form S−1).
            10.7      Form of Letter Agreement, dated April 18, 2001, between Accenture SCA and certain shareholders
                      of Accenture SCA (incorporated by reference to Exhibit 10.8 to the April 19, 2001 Form S−1).
            10.8      Form of Support Agreement, dated as of May 23, 2001, between the Registrant and Accenture
                      Canada Holdings Inc. (incorporated by reference to Exhibit 10.9 to the July 2, 2001 Form S−1/A).
            10.9      Form of Employment Agreement of Messrs. Campbell, Cole, Frerichs, Green, Rohleder and
                      Scrivner and Ms. Craig (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration
                      Statement on Form S−1/A filed on June 8, 2001 (the “June 8, 2001 S−1/A”)).
            10.10     Form of Employment Agreement of Karl−Heinz Flöther (filed herewith).
            10.11     Form of Employment Agreement of Messrs. Coughlan and Foster (filed herewith).
            10.12     Form of Employment Agreement of Gianfranco Casati (English translation) (filed herewith).
            10.13     Form of Employment Agreement of Alexander van ’t Noordende (English translation) (incorporated
                      by reference to Exhibit 10.14 to the August 31, 2006 10−K).
            10.14     Form of Employment Agreement of Pierre Nanterme (English translation) (incorporated by
                      reference to Exhibit 10.14 to the August 31, 2007 10−K).
            10.15     Form of Employment Agreement of Juan Domenech (English translation) (filed herewith).
            10.16     Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to
                      Exhibit 10.11 to the July 2, 2001 Form S−1/A).


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      Exhibit
   Number     Exhibit

           10.17    Form of Exchange Trust Agreement by and between the Registrant and Accenture Canada Holdings
                    Inc. and CIBC Mellon Trust Company, made as of May 23, 2001 (incorporated by reference to
                    Exhibit 10.12 to the July 2, 2001 Form S−1/A).
           10.18    Form of Transfer Restriction Agreement dated as of October 1, 2002 among Accenture Ltd and the
                    transferors and transferees signatory thereto (incorporated by reference to Exhibit 9.1 to the
                    November 30, 2002 10−Q).
           10.19    Form of Transfer Restriction Agreement dated as of October 1, 2002 among Accenture SCA and the
                    transferors and transferees signatory thereto (incorporated by reference to Exhibit 9.1 to Accenture
                    SCA’s November 30, 2002 10−Q).
           10.20    Form of First Amendment, dated as of May 1, 2003, to Transfer Restriction Agreement dated as of
                    October 1, 2002 among Accenture Ltd and the transferors and transferees signatory thereto
                    (incorporated by reference to Exhibit 99.(d)(13) to Accenture SCA’s and Accenture International
                    SARL’s Schedule TO filed on September 30, 2003).
           10.21    Form of First Amendment, dated as of May 1, 2003, to Transfer Restriction Agreement dated as of
                    October 1, 2002 among Accenture SCA and the transferors and transferees signatory thereto
                    (incorporated by reference to Exhibit 99.(d)(14) to Accenture SCA’s and Accenture International
                    SARL’s Schedule TO filed on September 30, 2003).
           10.22    Form of Second Amendment, dated as of October 1, 2003, to Transfer Restriction Agreement dated
                    as of October 1, 2002 among Accenture Ltd and the transferors and transferees signatory thereto
                    (incorporated by reference to Exhibit 99.(d)(15) to Accenture SCA’s and Accenture International
                    SARL’s Schedule TO filed on April 29, 2004).
           10.23    Form of Second Amendment, dated as of October 1, 2003, to Transfer Restriction Agreement dated
                    as of October 1, 2002 among Accenture SCA and the transferors and transferees signatory thereto
                    (incorporated by reference to Exhibit 99.(d)(16) to Accenture SCA’s and Accenture International
                    SARL’s Schedule TO filed on April 29, 2004).
           10.24    Form of Ltd Transfer Restriction Agreement for the Accenture Family and Charitable Transfer
                    Program dated as of April 1, 2005 among Accenture Ltd and the transferors and transferees
                    signatory thereto (incorporated by reference to Exhibit 10.3 to the May 31, 2005 10−Q).
           10.25    Form of SCA Transfer Restriction Agreement for the Accenture Family and Charitable Transfer
                    Program dated as of April 1, 2005 among Accenture SCA and the transferors and transferees
                    signatory thereto (incorporated by reference to Exhibit 10.2 to the May 31, 2005 10−Q).
           10.26    Form of Transfer Agreement (for transfers of “Unrestricted” Shares of Accenture Ltd) for the
                    Accenture Family and Charitable Transfer Program dated as of April 1, 2005 among Accenture Ltd
                    and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 10.5 to the
                    May 31, 2005 10−Q).
           10.27    Form of Transfer Agreement (for transfers of “Unrestricted” Shares of Accenture SCA) for the
                    Accenture Family and Charitable Transfer Program dated as of April 1, 2005 among Accenture
                    SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 10.4
                    to the May 31, 2005 10−Q).
           10.28    Form of Restricted Share Unit Agreement for senior executives pursuant to the Accenture Ltd
                    2001 Share Incentive Plan (incorporated by reference to Exhibit 4.1 to the November 30, 2004
                    10−Q).
           10.29    Form of Nonqualified Share Option Agreement for senior executives pursuant to the Accenture Ltd
                    2001 Share Incentive Plan (incorporated by reference to Exhibit 4.2 to the November 30, 2004
                    10−Q).

                                                               76
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      Exhibit
   Number     Exhibit

           10.30    Form of Key Executive Performance−Based Award Restricted Share Unit Agreement pursuant to
                    Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the
                    February 28, 2007 10−Q).
           10.31    Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to
                    Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the
                    February 28, 2007 10−Q).
           10.32    Form of Senior Leadership Equity Award Restricted Share Unit Agreement pursuant to Accenture
                    Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 28, 2007
                    10−Q).
           10.33    Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement
                    pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to
                    the February 28, 2007 10−Q).
           10.34    Form of Restricted Share Unit Agreement for director grants pursuant to Accenture Ltd 2001 Share
                    Incentive Plan (incorporated by reference to Exhibit 10.1 to the February 29, 2008 10−Q).
           10.35    Description of Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the February 28,
                    2006 10−Q).
           21.1     Subsidiaries of the Registrant (filed herewith).
           23.1     Consent of KPMG LLP (filed herewith).
           23.2     Consent of KPMG LLP related to the Accenture Ltd 2001 Employee Share Purchase Plan (filed
                    herewith).
           24.1     Power of Attorney (included on the signature page hereto).
           31.1     Certification of the Chief Executive Officer pursuant to Rules 13a−14(a) and 15d−14(a), as adopted
                    pursuant to Section 302 of the Sarbanes−Oxley Act of 2002 (filed herewith).
           31.2     Certification of the Chief Financial Officer pursuant to Rules 13a−14(a) and 15d−14(a), as adopted
                    pursuant to Section 302 of the Sarbanes−Oxley Act of 2002 (filed herewith).
           32.1     Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes−Oxley Act of 2002 (filed herewith).
           32.2     Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                    to Section 906 of the Sarbanes−Oxley Act of 2002 (filed herewith).
           99.1     Accenture Ltd 2001 Employee Share Purchase Plan Financial Statements (filed herewith).
                                                                77
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                                                        SIGNATURES
           Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
       has duly caused this report to be signed on its behalf on October 20, 2008 by the undersigned, thereunto duly
       authorized.
                                                                 Accenture Ltd
                                                                 By: /s/ William D. Green
                                                                     Name: William D. Green
                                                                     Title: Chief Executive Officer
                                                  POWER OF ATTORNEY
            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
       constitutes and appoints William D. Green, Pamela J. Craig and Douglas G. Scrivner, and each of them, as his or
       her true and lawful attorneys−in−fact and agents, with power to act with or without the others and with full
       power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments
       which said attorneys and agents and each of them may deem necessary or desirable to enable the registrant to
       comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements
       of the U.S. Securities and Exchange Commission thereunder in connection with the registrant’s Annual Report
       on Form 10−K for the fiscal year ended August 31, 2008 (the “Annual Report”), including specifically, but
       without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the
       name of the undersigned, individually and in his or her capacity as a director or officer of the registrant, to the
       Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto,
       and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the
       undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to
       be done by virtue hereof.
           Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on
       October 20, 2008 by the following persons on behalf of the registrant and in the capacities indicated.

  Signature                                              Title


                    /s/ William D. Green                 Chief Executive Officer,
                                                           Chairman of the Board and Director
                       William D. Green                    (principal executive officer)

                      /s/ Dina Dublon                    Director

                         Dina Dublon

                /s/ Dennis F. Hightower                  Director

                     Dennis F. Hightower

                     /s/ Nobuyuki Idei                   Director

                         Nobuyuki Idei
Table of Contents


  Signature                                 Title


                /s/ William L. Kimsey       Director

                      William L. Kimsey

                     /s/ Robert I. Lipp     Director

                         Robert I. Lipp

                    /s/ Marjorie Magner     Director

                       Marjorie Magner

                /s/ Blythe J. McGarvie      Director

                      Blythe J. McGarvie

              /s/ Sir Mark Moody−Stuart     Director

                    Sir Mark Moody−Stuart

              /s/ Wulf von Schimmelmann     Director

                    Wulf von Schimmelmann

                     /s/ Pamela J. Craig    Chief Financial Officer
                                              (principal financial officer)
                        Pamela J. Craig

               /s/ Anthony G. Coughlan      Principal Accounting Officer and Controller
                                               (principal accounting officer)
                     Anthony G. Coughlan
                                            ACCENTURE LTD
                       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                                 Page

Report of Independent Registered Public Accounting Firm                                          F−2
Consolidated Financial Statements as of August 31, 2008 and 2007 and for the three years ended
  August 31, 2008:
  Consolidated Balance Sheets                                                                    F−4
  Consolidated Income Statements                                                                 F−5
  Consolidated Shareholders’ Equity and Comprehensive Income Statements                          F−6
  Consolidated Cash Flows Statements                                                             F−8
Notes to Consolidated Financial Statements                                                       F−9

                                                     F−1
Table of Contents



                     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       The Board of Directors and Shareholders
       Accenture Ltd:
            We have audited the accompanying Consolidated Balance Sheets of Accenture Ltd and its subsidiaries as of
       August 31, 2008 and 2007, and the related Consolidated Statements of Income, Shareholders’ Equity and
       Comprehensive Income, and Cash Flows for each of the years in the three−year period ended August 31, 2008.
       We also have audited Accenture Ltd’s internal control over financial reporting as of August 31, 2008, based on
       criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
       Organizations of the Treadway Commission (COSO). Accenture Ltd’s management is responsible for these
       Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its
       assessment of the effectiveness of internal control over financial reporting, included in the accompanying
       Management’s Annual Report On Internal Control Over Financial Reporting (Item 9A(b)). Our responsibility is
       to express an opinion on these consolidated financial statements and an opinion on the Company’s internal
       control over financial reporting based on our audits.
            We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
       Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
       assurance about whether the financial statements are free of material misstatement and whether effective internal
       control over financial reporting was maintained in all material respects. Our audits of the consolidated financial
       statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
       statements, assessing the accounting principles used and significant estimates made by management, and
       evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
       included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
       weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
       the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
       circumstances. We believe that our audits provide a reasonable basis for our opinions.
            A company’s internal control over financial reporting is a process designed to provide reasonable assurance
       regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
       accordance with generally accepted accounting principles. A company’s internal control over financial reporting
       includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
       accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
       assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
       with generally accepted accounting principles, and that receipts and expenditures of the company are being made
       only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
       assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
       company’s assets that could have a material effect on the financial statements.
            Because of its inherent limitations, internal control over financial reporting may not prevent or detect
       misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
       controls may become inadequate because of changes in conditions, or that the degree of compliance with the
       policies or procedures may deteriorate.
            In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material
       respects, the financial position of Accenture Ltd and its subsidiaries as of August 31, 2008 and 2007, and the
       results of their operations and their cash flows for each of the years in the three−

                                                               F−2
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       year period ended August 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in
       our opinion, Accenture Ltd maintained, in all material respects, effective internal control over financial reporting
       as of August 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the
       Committee of Sponsoring Organizations of the Treadway Commission.
            As disclosed in Note 10 to the Consolidated Financial Statements, the Company, as of September 1, 2007,
       changed its method of accounting for uncertain tax positions. As disclosed in Note 11 to the Consolidated
       Financial Statements, the Company, as of August 31, 2007, changed its method of accounting for defined benefit
       pension and other post retirement plans. Additionally, as disclosed in Note 1 to the Consolidated Financial
       Statements, the Company, as of September 1, 2005, changed its method of accounting for share−based awards.
       /s/ KPMG LLP
       Chicago, Illinois
       October 20, 2008

                                                               F−3
Table of Contents

                                                                      ACCENTURE LTD
                                                         CONSOLIDATED BALANCE SHEETS
                                                             August 31, 2008 and 2007
                                         (In thousands of U.S. dollars, except share and per share amounts)
                                                                                                                                    2008              2007

                                                                                 ASSETS
       CURRENT ASSETS:
          Cash and cash equivalents                                                                                            $   3,602,760     $   3,314,396
          Short−term investments                                                                                                      20,282           231,278
          Receivables from clients, net                                                                                            2,996,815         2,409,299
          Unbilled services, net                                                                                                   1,518,580         1,290,035
          Deferred income taxes, net                                                                                                 425,859           318,172
          Other current assets                                                                                                       594,832           407,998

                  Total current assets                                                                                             9,159,128         7,971,178

       NON−CURRENT ASSETS:
          Unbilled services, net                                                                                                      43,627            63,995
          Investments                                                                                                                 19,034            81,935
          Property and equipment, net                                                                                                800,164           808,069
          Goodwill                                                                                                                   839,957           643,728
          Deferred contract costs                                                                                                    539,856           407,640
          Deferred income taxes, net                                                                                                 613,943           389,858
          Other non−current assets                                                                                                   382,816           380,759

                  Total non−current assets                                                                                         3,239,397         2,775,984

       TOTAL ASSETS                                                                                                            $ 12,398,525      $ 10,747,162


                                                          LIABILITIES AND SHAREHOLDERS’ EQUITY
       CURRENT LIABILITIES:
          Current portion of long−term debt and bank borrowings                                                                $       6,570     $      23,795
          Accounts payable                                                                                                         1,017,227           985,071
          Deferred revenues                                                                                                        1,810,661         1,701,990
          Accrued payroll and related benefits                                                                                     2,809,196         2,274,098
          Accrued consumption taxes                                                                                                  343,658           220,219
          Income taxes payable                                                                                                       249,986           942,310
          Deferred income taxes, net                                                                                                  57,258            39,078
          Other accrued liabilities                                                                                                  553,322           692,759

                  Total current liabilities                                                                                        6,847,878         6,879,320

       NON−CURRENT LIABILITIES:
          Long−term debt                                                                                                               1,708             2,565
          Deferred revenues relating to contract costs                                                                               555,935           303,159
          Retirement obligation                                                                                                      483,857           494,416
          Deferred income taxes, net                                                                                                  32,258            31,758
          Income taxes payable                                                                                                     1,086,244            32,330
          Other non−current liabilities                                                                                              197,970           200,096

                  Total non−current liabilities                                                                                    2,357,972         1,064,324

       COMMITMENTS AND CONTINGENCIES

       MINORITY INTEREST                                                                                                             652,169           740,186

       SHAREHOLDERS’ EQUITY:
          Preferred shares, 2,000,000,000 shares authorized, zero shares issued and outstanding                                            —                 —
          Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 659,097,033 and
             635,108,578 shares issued as of August 31, 2008 and August 31, 2007, respectively                                             15                14
          Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 118,331,269 and
             162,629,929 shares issued and outstanding as of August 31, 2008 and August 31, 2007, respectively                              3                 4
          Restricted share units                                                                                                      819,577           649,475
          Additional paid−in capital                                                                                                       —                 —
          Treasury shares, at cost, 46,215,019 and 39,187,569 shares as of August 31, 2008 and August 31, 2007, respectively       (1,405,732)       (1,033,025)
          Retained earnings                                                                                                         3,120,515         2,362,703
          Accumulated other comprehensive income                                                                                        6,128            84,161

                  Total shareholders’ equity                                                                                       2,540,506         2,063,332

       TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                              $ 12,398,525      $ 10,747,162


                                    The accompanying Notes are an integral part of these Consolidated Financial Statements.

                                                                                   F−4
Table of Contents

                                                             ACCENTURE LTD
                                             CONSOLIDATED INCOME STATEMENTS
                                       For the Years Ended August 31, 2008, 2007 and 2006
                                (In thousands of U.S. dollars, except share and per share amounts)

                                                                                       2008                2007               2006

       REVENUES:
          Revenues before reimbursements (“Net revenues”)                         $    23,386,802     $    19,695,814    $    16,646,391
          Reimbursements                                                                1,927,024           1,756,933          1,581,975

            Revenues                                                                   25,313,826          21,452,747         18,228,366
       OPERATING EXPENSES:
          Cost of services:
               Cost of services before reimbursable expenses                           16,201,217          13,654,341         11,652,216
               Reimbursable expenses                                                    1,927,024           1,756,933          1,581,975

                  Cost of services                                                     18,128,241          15,411,274         13,234,191
            Sales and marketing                                                         2,270,789           1,903,990          1,708,392
            General and administrative costs                                            1,880,342           1,618,498          1,492,690
            Reorganization costs (benefits), net                                           22,872              26,366            (47,966)

                 Total operating expenses                                              22,302,244          18,960,128         16,387,307

       OPERATING INCOME                                                                 3,011,582           2,492,619          1,841,059
       Gain on investments, net                                                             6,476              18,532              2,018
       Interest income                                                                    114,621             154,566            129,547
       Interest expense                                                                   (22,704)            (25,036)           (21,146)
       Other expense, net                                                                  (2,213)            (21,763)           (27,811)

       INCOME BEFORE INCOME TAXES                                                       3,107,762           2,618,918          1,923,667
       Provision for income taxes                                                         910,574             895,861            490,535

       INCOME BEFORE MINORITY INTEREST                                                  2,197,188           1,723,057          1,433,132
       Minority interest in Accenture SCA and Accenture Canada Holdings Inc.             (485,891)           (453,917)          (447,382)
       Minority interest—other                                                            (19,546)            (25,992)           (12,421)

       NET INCOME                                                                 $     1,691,751     $     1,243,148    $      973,329

       Weighted average Class A common shares:
       Basic                                                                          610,949,205         604,128,805        589,099,824
       Diluted                                                                        822,371,710         862,431,623        894,664,164
       Earnings per Class A common share:
       Basic                                                                      $           2.77    $           2.06   $           1.65
       Diluted                                                                    $           2.65    $           1.97   $           1.59
       Cash dividends per share                                                   $           0.42    $           0.35   $           0.30
                              The accompanying Notes are an integral part of these Consolidated Financial Statements.

                                                                       F−5
Table of Contents


                                                                                                   ACCENTURE LTD
                   CONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS
                                                                     For the Years Ended August 31, 2008, 2007 and 2006
                                                               (In thousands of U.S. dollars and in thousands of share amounts)
                                                                                                                                                                                                       Accumulated
                                                                                 Class A              Class X                                                                                             Other
                                                                                 Common               Common            Restricted        Additional                                                  Comprehensive
                                                                  Preferred       Shares               Shares             Share            Paid−in           Treasury Shares            Retained         Income
                                                                   Shares      $    No. Shares      $    No. Shares       Units            Capital           $         No. Shares       Earnings          (Loss)         Total

Balance as of August 31, 2005                                    $       —    $ 13      602,706    $ 7       321,088    $ 365,708     $ 1,365,013        $ (763,682)       (32,266) $     962,339     $     (232,484) $ 1,696,914
Comprehensive income:
   Net income                                                                                                                                                                             973,329                         973,329
   Other comprehensive income:
          Unrealized losses on marketable securities, net of
              reclassification adjustments                                                                                                                                                                    (1,260)      (1,260)
          Foreign currency translation adjustments                                                                                                                                                            52,423       52,423
          Minimum pension liability adjustment, net of tax                                                                                                                                                   154,827      154,827

   Other comprehensive income                                                                                                                                                                                205,990

Comprehensive income                                                                                                                                                                                                     1,179,319
Income tax benefit on:
    Share−based compensation plans                                                                                                            100,508                                                                      100,508
    Contract termination                                                                                                                                                                      497                              497
Purchases of Class A common shares                                                         (581)                                              (16,192)      (366,481)      (15,470)                                       (382,673)
Share−based compensation expense                                                                                           152,158            112,952                                                                      265,110
Purchases/redemptions of Accenture SCA Class I common
    shares, Accenture Canada Holdings Inc. exchangeable shares
    and Class X common shares                                                                        (1)     (76,081)                      (1,704,353)                                                                  (1,704,354)
Issuances of Class A common shares related to employee share
    programs                                                                     1       15,441                            (49,141)           273,089       260,206        10,745          (47,237)                        436,918
Dividends                                                                                                                   13,564                                                        (281,537)                       (267,973)
Minority interest                                                                                                                             569,989                                                                      569,989

Balance as of August 31, 2006                                    $       —    $ 14      617,566    $ 6       245,007    $ 482,289     $       701,006    $ (869,957)       (36,991) $ 1,607,391       $      (26,494) $ 1,894,255
Adoption of FASB Statement No. 158, net of tax                                                                                                                                                                26,053       26,053
Comprehensive income:
   Net income                                                                                                                                                                            1,243,148                       1,243,148
   Other comprehensive income:
       Unrealized gains on marketable securities, net of
          reclassification adjustments                                                                                                                                                                         2,165        2,165
       Foreign currency translation adjustments                                                                                                                                                               84,474       84,474
       Minimum pension liability adjustment, net of tax                                                                                                                                                       (2,037)      (2,037)

   Other comprehensive income                                                                                                                                                                                 84,602

Comprehensive income                                                                                                                                                                                                     1,327,750
Income tax benefit on:
   Share−based compensation plans                                                                                                              27,469                                                                       27,469
   Contract termination                                                                                                                                                                         31                              31
Purchases of Class A common shares                                                         (759)                                              (21,559)      (412,918)      (12,518)         (6,372)                       (440,849)
Share−based compensation expense                                                                                           242,435             62,128                                                                      304,563



                                                                                                              F−6
Table of Contents


                                                                                                                                                                                                 Accumulated
                                                                            Class A              Class X                                                                                            Other
                                                                            Common               Common            Restricted        Additional                                                 Comprehensive
                                                             Preferred       Shares               Shares             Share            Paid−in            Treasury Shares          Retained         Income
                                                              Shares      $    No. Shares      $    No. Shares       Units            Capital            $         No. Shares     Earnings          (Loss)           Total

Purchases/redemptions of Accenture SCA Class I common
    shares, Accenture Canada Holdings Inc. exchangeable
    shares and Class X common shares                                                            (2)     (82,377)                      (1,706,399)                                   (160,697)                       (1,867,098)
Issuances of Class A common shares:
       Employee share programs                                                      15,116                            (89,846)           338,763         249,850        10,321       (10,517)                         488,250
       Upon redemption of Accenture SCA Class I common
           shares                                                                    3,186                                                                                                                                  —
Dividends                                                                                                              14,597              2,625                                    (310,281)                         (293,059)
Minority interest                                                                                                                        595,967                                                                       595,967

Balance as of August 31, 2007                                $      —    $ 14      635,109    $ 4       162,630    $ 649,475     $            — $ (1,033,025)          (39,188) $ 2,362,703     $       84,161    $ 2,063,332
Adoption of FASB Interpretation No. 48                                                                                                    (1,756)                                    19,245                            17,489
Comprehensive income:
   Net income                                                                                                                                                                      1,691,751                         1,691,751
   Other comprehensive income:
      Unrealized gains on cash flow hedges, net of tax and
          reclassification adjustments                                                                                                                                                                  11,381         11,381
      Unrealized gains on marketable securities, net of
          reclassification adjustments                                                                                                                                                                     625             625
      Foreign currency translation adjustments, net of tax                                                                                                                                             (59,001)        (59,001)
      Amortization of losses related to pension and other
          postretirement benefits, net of tax                                                                                                                                                          (31,038)        (31,038)

   Other comprehensive loss                                                                                                                                                                            (78,033)

Comprehensive income                                                                                                                                                                                                 1,613,718
Income tax benefit on share−based compensation plans                                                                                      57,017                                                                        57,017
Purchases of Class A common shares                                                  (1,512)                                              (52,515)       (608,406)      (17,511)       (7,375)                         (668,296)
Share−based compensation expense                                                                                      336,542             40,249                                                                       376,791
Purchases/redemptions of Accenture SCA Class I common
    shares, Accenture Canada Holdings Inc. exchangeable
    shares and Class X common shares                                                            (1)     (44,299)                      (1,001,645)                                   (591,292)                       (1,592,938)
Issuances of Class A common shares:
    Employee share programs                                                 1       14,370                           (186,119)           391,386         235,699        10,484                                         440,967
    Upon redemption of Accenture SCA Class I common shares                          11,130                                                                                                                                  —
Dividends                                                                                                              19,679                                                       (353,364)                         (333,685)
Minority interest                                                                                                                        567,264                                                                       567,264
Other                                                                                                                                                                                 (1,153)                           (1,153)

Balance as of August 31, 2008                                $      —    $ 15      659,097    $ 3       118,331    $ 819,577     $            —     $ (1,405,732)      (46,215) $ 3,120,515     $        6,128    $ 2,540,506


                                                      The accompanying Notes are an integral part of these Consolidated Financial Statements.


                                                                                                         F−7
Table of Contents

                                                             ACCENTURE LTD
                                         CONSOLIDATED CASH FLOWS STATEMENTS
                                         For the Years Ended August 31, 2008, 2007 and 2006
                                                    (In thousands of U.S. dollars)

                                                                                           2008               2007              2006

       CASH FLOWS FROM OPERATING ACTIVITIES:
           Net income                                                                 $   1,691,751      $   1,243,148     $     973,329
         Adjustments to reconcile Net income to Net cash provided by operating
           activities—
              Depreciation, amortization and asset impairments                              491,421            444,499           351,947
              Reorganization costs (benefits), net                                           22,872             26,366           (47,966)
              Share−based compensation expense                                              377,365            306,795           270,884
              Deferred income taxes, net                                                    (89,952)          (107,673)         (223,637)
              Minority interest                                                             505,437            479,909           459,803
              Other, net                                                                    (10,658)           (14,769)           (1,163)
              Change in assets and liabilities, net of acquisitions—
                 Receivables from clients, net                                             (509,528)          (367,342)          (90,458)
                 Unbilled services, current and non−current                                (255,317)            (7,476)          400,142
                 Other current and non−current assets                                      (449,838)          (356,747)           23,100
                 Accounts payable                                                            23,787             63,922            48,157
                 Deferred revenues, current and non−current                                 474,213            373,352           130,504
                 Accrued payroll and related benefits                                       465,191            529,762           228,688
                 Income taxes payable, current and non−current                              123,618            180,853           (68,961)
                 Other current and non−current liabilities                                  (57,114)          (164,034)          213,620

                 Net cash provided by operating activities                                2,803,248          2,630,565         2,667,989

       CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from maturities and sales of available−for−sale investments              309,541            885,463           657,629
          Purchases of available−for−sale investments                                       (27,694)          (693,733)         (401,181)
          Proceeds from sales of property and equipment                                      10,839             14,549            13,951
          Purchases of property and equipment                                              (320,368)          (364,371)         (306,174)
          Purchases of businesses and investments, net of cash acquired                    (298,110)          (192,356)         (210,985)
          Proceeds from sale of business, net of cash transferred                             1,798                 —              4,260

                 Net cash used in investing activities                                     (323,994)          (350,448)         (242,500)

       CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from issuance of common shares                                            440,967            488,250           436,918
          Purchases of common shares                                                      (2,261,234)        (2,307,947)       (2,087,027)
          Proceeds from long−term debt                                                         4,491              2,225             7,669
          Repayments of long−term debt                                                       (26,525)           (26,620)          (23,983)
          Proceeds from short−term borrowings                                                120,566             39,080            40,269
          Repayments of short−term borrowings                                               (116,517)           (40,554)          (52,657)
          Cash dividends paid                                                               (333,685)          (293,059)         (267,973)
          Excess tax benefits from share−based payment arrangements                           63,368             56,178            42,832
          Other, net                                                                         (52,948)           (45,259)          (40,515)

                 Net cash used in financing activities                                    (2,161,517)        (2,127,706)       (1,944,467)
            Effect of exchange rate changes on cash and cash equivalents                     (29,373)            94,997           101,976

       NET INCREASE IN CASH AND CASH EQUIVALENTS                                            288,364            247,408           582,998
       CASH AND CASH EQUIVALENTS, beginning of period                                     3,314,396          3,066,988         2,483,990

       CASH AND CASH EQUIVALENTS, end of period                                       $   3,602,760      $   3,314,396     $   3,066,988

       Supplemental cash flow information
           Interest paid                                                              $      22,888      $      24,847     $      20,837
           Income taxes paid                                                          $     946,876      $     798,286     $     768,313
                              The accompanying Notes are an integral part of these Consolidated Financial Statements

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                                                     ACCENTURE LTD
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       Description of Business
            Accenture Ltd is one of the world’s leading management consulting, technology services and outsourcing
       organizations. Accenture Ltd operates globally with one common brand and business model designed to enable it
       to provide clients around the world with the same high level of service. Drawing on a combination of industry
       expertise, functional capabilities, alliances, global resources and technology, the Company delivers competitively
       priced, high−value services that help clients measurably improve business performance. The Company’s global
       delivery model enables it to provide a complete end−to−end delivery capability by drawing on its global
       resources to deliver high−quality, cost−effective solutions to clients under demanding timeframes.
             In fiscal 2005, the Company developed and announced a new, broader career model for its highest−level
       executives that recognizes the diversity of roles and responsibilities demonstrated by these employees. This new
       career framework replaced the internal use of the “partner” title with the more comprehensive “senior executive”
       title and applies the “senior executive” title to its highest−level employees, including those employees previously
       referred to as partners. However, for proper context, Accenture Ltd continues to use the term “partner” in these
       Notes to Consolidated Financial Statements to refer to these persons in certain situations related to its
       reorganization and the period prior to its incorporation.
       Principles of Consolidation
            The Consolidated Financial Statements include the accounts of Accenture Ltd, a Bermuda company, and its
       controlled subsidiary companies (“the Company”). Accenture Ltd’s only business is to hold Class II and Class III
       common shares in, and to act as the sole general partner of, its subsidiary, Accenture SCA, a Luxembourg
       partnership limited by shares. The Company operates its business through Accenture SCA and subsidiaries of
       Accenture SCA. Accenture Ltd controls Accenture SCA’s management and operations and consolidates
       Accenture SCA’s results in its financial statements.
            The shares of Accenture SCA and Accenture Canada Holdings Inc. held by persons other than the Company
       are treated as a minority interest in the Consolidated Financial Statements. The minority interest percentages
       were 19% and 24% as of August 31, 2008 and 2007, respectively. Purchases and/or redemptions of Accenture
       SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares are accounted for at
       carryover basis.
       Use of Estimates
            The preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted
       accounting principles requires management to make estimates and assumptions that affect amounts reported in
       the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on
       management’s best knowledge of current events and actions that the Company may undertake in the future,
       actual results may be different from those estimates.

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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Reclassifications
            Certain amounts reported in previous years have been reclassified to conform to the fiscal 2008 presentation.
       Revenue Recognition
            Revenues from contracts for technology integration consulting services where the Company
       designs/redesigns, builds and implements new or enhanced systems applications and related processes for its
       clients are recognized on the percentage−of−completion method in accordance with American Institute of
       Certified Public Accountants Statement of Position 81−1, “Accounting for Performance of Construction−Type
       and Certain Production−Type Contracts” (“SOP 81−1”). Percentage−of−completion accounting involves
       calculating the percentage of services provided during the reporting period compared to the total estimated
       services to be provided over the duration of the contract. Estimated revenues for applying the
       percentage−of−completion method include estimated incentives for which achievement of defined goals is
       deemed probable. This method is followed where reasonably dependable estimates of revenues and costs can be
       made. Estimates of total contract revenues and costs are continuously monitored during the term of the contract,
       and recorded revenues and costs are subject to revision as the contract progresses. Such revisions may result in
       increases or decreases to revenues and income and are reflected in the Consolidated Financial Statements in the
       periods in which they are first identified. If the Company’s estimates indicate that a contract loss will occur, a
       loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable.
       Contract losses are determined to be the amount by which the estimated direct and indirect costs of the contract
       exceed the estimated total revenues that will be generated by the contract and are included in Cost of services and
       classified in Other accrued liabilities. Contract loss provisions recorded as of August, 31, 2008 and 2007 are
       immaterial.
            Revenues from contracts for non−technology integration consulting services with fees based on time and
       materials or cost−plus are recognized as the services are performed and amounts are earned in accordance with
       the Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue
       Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue Recognition”
       (“SAB 104”). The Company considers amounts to be earned once evidence of an arrangement has been obtained,
       services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts,
       the Company’s efforts, measured by time incurred, typically represent the contractual milestones or output
       measure, which is the contractual earnings pattern. For non−technology integration consulting contracts with
       fixed fees, the Company recognizes revenues as amounts become billable in accordance with contract terms,
       provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.
       Contingent or incentive revenues relating to non−technology integration consulting contracts are recognized
       when the contingency is satisfied and the Company concludes the amounts are earned.
            Outsourcing contracts typically span several years and involve complex delivery, often through multiple
       workforces in different countries. In a number of these arrangements, the Company hires client employees and
       becomes responsible for certain client obligations. Revenues are recognized on outsourcing contracts as amounts
       become billable in accordance with contract terms, unless the amounts are billed in advance of performance of
       services, in which case revenues are recognized when

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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       the services are performed and amounts are earned in accordance with SAB 101, as amended by SAB 104.
       Revenues from time−and−materials or cost−plus contracts are recognized as the services are performed. In such
       contracts, the Company’s effort, measured by time incurred, represents the contractual milestones or output
       measure, which is the contractual earnings pattern. Revenues from unit−priced contracts are recognized as
       transactions are processed based on objective measures of output. Revenues from fixed−price contracts are
       recognized on a straight−line basis, unless revenues are earned and obligations are fulfilled in a different pattern.
       Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to
       such incentive payments are recorded when the contingency is satisfied and the Company concludes the amounts
       are earned.
            Costs related to delivering outsourcing services are expensed as incurred with the exception of certain
       transition costs related to the set−up of processes, personnel and systems, which are deferred during the transition
       period and expensed evenly over the period outsourcing services are provided. The deferred costs are specific
       internal costs or incremental external costs directly related to transition or set−up activities necessary to enable
       the outsourced services. Generally, deferred amounts are protected in the event of early termination of the
       contract and are monitored regularly for impairment. Impairment losses are recorded when projected
       undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of
       contract assets. Deferred transition costs were $522,806 and $382,914 as of August 31, 2008 and 2007,
       respectively, and are included in Deferred contract costs. Amounts billable to the client for transition or set−up
       activities are deferred and recognized as revenue evenly over the period outsourcing services are provided.
       Deferred transition revenues were $549,865 and $297,615 as of August 31, 2008 and 2007, respectively, and are
       included in non−current Deferred revenues relating to contract costs.
            Revenues for contracts with multiple elements are allocated pursuant to Emerging Issues Task Force Issue
       00−21, “Accounting for Revenue Arrangements with Multiple Deliverables,” based on the lesser of the element’s
       relative fair value or the amount that is not contingent on future delivery of another element. If the amount of
       non−contingent revenues allocated to a delivered element is less than the costs to deliver such services, then such
       costs are deferred and recognized in future periods when the revenues become non−contingent. Fair value is
       determined based on the prices charged when each element is sold separately. Revenues are recognized in
       accordance with the Company’s accounting policies for the separate elements, as described above. Elements
       qualify for separation when the services have value on a stand−alone basis, fair value of the separate elements
       exists and, in arrangements that include a general right of refund relative to the delivered element, performance
       of the undelivered element is considered probable and substantially in the Company’s control. While determining
       fair value and identifying separate elements require judgment, generally fair value and the separate elements are
       readily identifiable as the Company also sells those elements unaccompanied by other elements.
           Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues
       recognized are recorded as Deferred revenues until revenue recognition criteria are met.
           Revenues before reimbursements (“net revenues”) include the margin earned on computer hardware and
       software, as well as revenues from alliance agreements. Reimbursements include billings for travel and other
       out−of−pocket expenses and third−party costs, such as the cost of hardware and software resales. In addition,
       Reimbursements include allocations from gross billings to record an

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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       amount equivalent to reimbursable costs, where billings do not specifically identify reimbursable expenses. The
       Company reports revenues net of any revenue−based taxes assessed by governmental authorities that are imposed
       on and concurrent with specific revenue−producing transactions.
       Operating Expenses
            Selected components of operating expenses were as follows:

                                                                                         Year Ended August 31,
                                                                               2008              2007          2006

       Training costs                                                       $ 985,929         $ 775,768        $ 680,662
       Research and development costs                                         390,168           307,357          298,354
       Advertising costs                                                       91,034            94,404           68,810
       Provision for doubtful accounts                                          1,772             9,441            9,389
            Subcontractor costs are included in Cost of services as they are incurred.
       Employee Share−Based Compensation Arrangements
            Since September 1, 2005, the Company has recorded compensation expense for its employee stock options
       and share purchase rights in accordance with the provisions of Statement of Financial Accounting Standards
       (“SFAS”) No. 123R, “Share−Based Payment” (“SFAS No. 123R”). Compensation expense is recognized over
       the requisite service period for awards of equity instruments to employees based on the grant−date fair value of
       those awards expected to ultimately vest (with limited exceptions). Forfeitures are estimated on the date of grant
       and revised if actual or expected forfeiture activity differs materially from original estimates.
       Income Taxes
            The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates.
       Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax
       consequences of temporary differences between the tax and financial statement bases of assets and liabilities. A
       valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The
       Company establishes liabilities or reduces assets for uncertain tax benefits when the Company believes certain
       tax positions are not more likely than not of being sustained if challenged. Each fiscal quarter, the Company
       evaluates these uncertain tax benefits and adjusts the related tax assets and liabilities in light of changing facts
       and circumstances.
       Translation of Non−U.S. Currency Amounts
            Assets and liabilities of non−U.S. subsidiaries whose functional currency is not the U.S. dollar are translated
       into U.S. dollars at fiscal year−end exchange rates. Revenue and expense items are translated at average
       exchange rates prevailing during the fiscal year. Translation adjustments are included in Accumulated other
       comprehensive income. Gains and losses arising from intercompany foreign currency transactions that are of a
       long−term investment nature are reported in the same manner as translation adjustments.

                                                               F−12
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
           Foreign currency transaction losses, net are included in Other expense, net and totaled $5,246, $26,313 and
       $30,778 in fiscal 2008, 2007 and 2006, respectively.
       Cash and Cash Equivalents
            Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of
       three months or less, including time deposits and certificates of deposit of $2,663,516 and $919,063 as of
       August 31, 2008 and 2007, respectively. As a result of certain subsidiaries’ cash management systems, checks
       issued but not presented to the banks for payment may create negative book cash payables. Such negative
       balances are classified as Short−term bank borrowings.
       Client Receivables and Allowances
            The Company records its client receivables and unbilled services at their face amounts less allowances. On a
       periodic basis, the Company evaluates its receivables and unbilled services and establishes allowances based on
       historical experience and other currently available information. As of August 31, 2008 and 2007, total allowances
       recorded for client receivables and unbilled services were $42,912 and $44,302, respectively. In limited
       circumstances, the Company agrees to extend financing to certain clients. The terms vary by contract, but
       generally payment for services is contractually linked to the achievement of specified performance milestones.
       Imputed interest is recorded at market rates in Interest income.
       Concentrations of Credit Risk
            The Company’s financial instruments are exposed to concentrations of credit risk consist primarily of cash
       and cash equivalents, foreign exchange instruments, client receivables, and unbilled services. The Company
       places its cash and cash equivalents and foreign exchange instruments with highly−rated financial institutions,
       limits the amount of credit exposure with any one financial institution and conducts ongoing evaluation of the
       credit worthiness of the financial institutions with which it does business. Client receivables are dispersed across
       many different industries and countries; therefore, concentrations of credit risk are limited.
       Investments
            All liquid investments with an original maturity greater than 90 days but less than one year are considered to
       be short−term investments. Investments with an original maturity greater than one year are considered to be
       long−term investments. Marketable short−term and long−term investments are classified and accounted for as
       available−for−sale investments. Available−for−sale investments are reported at fair value with changes in
       unrealized gains and losses recorded as a separate component of Accumulated other comprehensive income until
       realized. Quoted market prices are used to determine the fair values of common equity and debt securities that
       were issued by publicly traded entities. Interest and amortization of premiums and discounts for debt securities
       are included in Interest income. Realized gains and losses on securities are determined based on the FIFO method
       and are included in Gain on investments, net. The Company does not hold these investments for speculative or
       trading purposes.

                                                              F−13
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                                                     ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Property and Equipment
           Property and equipment is stated at cost, net of accumulated depreciation. Depreciation of property and
       equipment is computed on a straight−line basis over the following estimated useful lives:

       Buildings                                                                                  20 to 25 years
       Computers, related equipment and software                                                  2 to 7 years
       Furniture and fixtures                                                                     5 to 10 years
       Leasehold improvements                                                                     Lesser of lease term
                                                                                                  or 15 years
       Long−Lived Assets
            Long−lived assets are reviewed for impairment whenever events or changes in circumstances indicate that
       the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long−lived assets or
       groups of assets is assessed based on a comparison of the carrying amount to the estimated future net cash flows.
       If estimated future undiscounted net cash flows are less than the carrying amount, the asset is considered
       impaired and expense is recorded at an amount required to reduce the carrying amount to fair value.
       Recently Adopted Accounting Pronouncements
            On September 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board
       (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB
       Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax
       benefits for uncertain tax positions are to be recognized, measured and derecognized in financial statements;
       requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be
       classified in the balance sheet; and provides transition and interim−period guidance, among other provisions. For
       additional information, see Note 10 (Income Taxes) to these Consolidated Financial Statements.

                                                              F−14
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                                                                       ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       2.    EARNINGS PER SHARE
             Basic and diluted earnings per share are calculated as follows:

                                                                                                           Year Ended August 31,
                                                                                            2008                   2007                             2006

       Basic Earnings per share
       Net income available for Class A common
         shareholders                                                                $     1,691,751             $     1,243,148             $       973,329
       Basic weighted average Class A common shares                                      610,949,205                 604,128,805                 589,099,824

       Basic earnings per share                                                      $               2.77        $               2.06        $                1.65

       Diluted Earnings per share
       Net income available for Class A common
         shareholders                                                                $       1,691,751           $       1,243,148           $         973,329
       Minority interest in Accenture SCA and Accenture
         Canada Holdings Inc.(1)                                                               485,891                     453,917                     447,382

       Net income for per share calculation                                          $       2,177,642           $       1,697,065           $       1,420,711

       Basic weighted average Class A common shares                                      610,949,205                 604,128,805                 589,099,824
       Class A common shares issuable upon
         redemption/exchange of minority interest(1)                                     176,064,009                 221,333,732                 274,435,250
       Diluted effect of employee compensation related to
         Class A common shares                                                             35,281,779                  36,914,382                  30,945,373
       Diluted effect of employee share purchase plan
         related to Class A common shares                                                        76,717                      54,704                    183,717

       Weighted average Class A common shares                                            822,371,710                 862,431,623                 894,664,164

       Diluted earnings per share                                                    $               2.65        $               1.97        $                1.59

        (1) Diluted earnings per share assumes the redemption and exchange of all Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
            exchangeable shares, respectively, for Accenture Ltd Class A common shares on a one−for−one basis. The income effect does not take into account
            “Minority interest—other,” since those shares are not redeemable or exchangeable for Accenture Ltd Class A common shares.

           For fiscal 2008, 2007 and 2006, 53,948 options, 8,318 options and zero options, respectively, were excluded
       from the calculation of diluted earnings per share because their exercise prices would render them anti−dilutive.
       3.    REORGANIZATION COSTS (BENEFITS)
            In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate
       structure. These liabilities included certain non−income tax liabilities, such as stamp taxes, as well as liabilities
       for certain individual income tax exposures related to the transfer of interests in certain entities to the Company
       as part of the reorganization. These primarily represent unusual and disproportionate individual income tax
       exposures assumed by certain, but not all, of the Company’s shareholders and partners in certain tax jurisdictions
       specifically related to the transfer of their

                                                                                  F−15
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                                                                           ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       partnership interests in certain entities to the Company as part of the reorganization. The Company identified
       certain shareholders and partners who may incur such unusual and disproportionate financial damage in certain
       jurisdictions. These include shareholders and partners who were subject to tax in their jurisdiction on items of
       income arising from the reorganization transaction that were not taxable for most other shareholders and partners.
       In addition, certain other shareholders and partners were subject to a different rate or amount of tax than other
       shareholders or partners in the same jurisdiction. When additional taxes are assessed on these shareholders or
       partners in connection with these transfers, the Company has made and intends to make payments to reimburse
       certain costs associated with the assessment either to the shareholder or partner, or to the taxing authority. The
       Company has recorded reorganization expense and the related liability where such liabilities are probable.
       Interest accruals are made to cover reimbursement of interest on such tax assessments.
             The Company’s reorganization activity is as follows:

                                                                                                                    Year Ended August 31,
                                                                                                             2008           2007          2006

       Reorganization liability balance, beginning of period                                             $   401,228      $ 350,864    $ 381,440
         Final determinations(1)                                                                             (86,764)       (44,066)     (72,362)
         Changes in estimates                                                                                 86,764         44,066           —

              Benefits recorded                                                                                   —              —        (72,362)
           Interest expense accrued                                                                           22,872         26,366        24,396

         Reorganization costs (benefits), net                                                                  22,872        26,366       (47,966)
         Payments                                                                                            (143,184)           —             —
       Foreign currency translation                                                                            27,778        23,998        17,390

       Reorganization liability, end of period                                                           $   308,694      $ 401,228    $ 350,864

        (1) Includes final agreements with tax authorities and expirations of statutes of limitations.

            As of August 31, 2008, reorganization liabilities of $298,711 were included in Other accrued liabilities
       because expirations of statutes of limitations or other final determinations could occur within 12 months, and
       reorganization liabilities of $9,983 were included in Other non−current liabilities. Timing of the resolution of
       current tax audits, initiation of additional audits or litigation may delay final settlements. Final settlement will
       result in a payment on a final settlement and/or recording a reorganization benefit or cost in the Company’s
       Consolidated Income Statement. It is possible the aggregate amount of such payments could exceed the
       reorganization liability currently recorded.

                                                                                       F−16
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       4.   ACCUMULATED OTHER COMPREHENSIVE INCOME
            The components of Accumulated other comprehensive income are as follows:

                                                                                                        August 31,
                                                                                                     2008        2007

       Net unrealized gains on cash flow hedges, net of tax of $4,959 and $0, respectively      $     11,381        $        —
       Net unrealized losses on marketable securities                                                   (689)            (1,314)
       Foreign currency translation adjustments, net of tax of $1,883 and $0, respectively            34,860             93,861
       Pension and postretirement plans, net of tax of $25,324 and $8,137, respectively              (39,424)            (8,386)

       Accumulated other comprehensive income                                                   $     6,128         $ 84,161

            The activity related to the net change in net unrealized gains, net of tax, on cash flow hedges is as follows:

                                                                                                           Year Ended
                                                                                                            August 31,
                                                                                                          2008       2007

       Net unrealized gains on cash flow hedges, net of tax, beginning of period                      $        —          $ —
       Change in net unrealized gains, net of tax of $6,102                                                13,030           —
       Net unrealized gains reclassified to earnings, net of tax of $(1,143)                               (1,649)          —

       Net unrealized gains on cash flow hedges, net of tax, end of period                            $ 11,381            $ —

       5.   PROPERTY AND EQUIPMENT
            The components of Property and equipment, net are as follows:

                                                                                                     August 31,
                                                                                              2008                   2007

       Buildings and land                                                                $       4,424          $       4,102
       Computers, related equipment and software                                             1,429,811              1,410,010
       Furniture and fixtures                                                                  353,773                332,798
       Leasehold improvements                                                                  637,841                617,305

         Property and equipment, gross                                                        2,425,849              2,364,215
       Total accumulated depreciation                                                        (1,625,685)            (1,556,146)

       Property and equipment, net                                                       $     800,164          $       808,069

       6.   BUSINESS COMBINATIONS AND GOODWILL
           During the year ended August 31, 2006, the Company recorded additional goodwill of $163,278, related to
       seven individually immaterial acquisitions. These additions were offset by $29,771 in net goodwill adjustments,
       primarily resulting from the reversal of valuation allowances related to pre−acquisition tax attributes recorded
       under purchase accounting for previous acquisitions. The total

                                                               F−17
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                                                        ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       consideration for fiscal 2006 acquisitions was $209,267. The businesses acquired by the Company in fiscal 2006
       provide various technology consulting, advisory and outsourcing services. In connection with these acquisitions,
       the Company also recorded intangible assets of $49,189 which are being amortized over one to seven years. The
       pro forma effects of the fiscal 2006 acquisitions on the Company’s operations were not material.
            During the year ended August 31, 2007, the Company acquired the net assets of a provider of management
       consulting services that assists companies and governments in enhancing their performance through strategic
       process improvements, accelerated innovation and streamlined operations. In addition, during the year ended
       August 31, 2007, the Company completed two individually immaterial acquisitions of businesses providing
       various technology consulting, advisory and outsourcing services. The total consideration for all fiscal 2007
       acquisitions was $187,030. In connection with these acquisitions, the Company recorded combined goodwill of
       $127,129, a portion of which was allocated to each of the reportable segments. The Company also recorded
       $36,546 in intangible assets, primarily related to customer relationships and intellectual property. The intangible
       assets are being amortized over a period of one to six years. The pro forma effects on the Company’s operations
       were not material.
           During the year ended August 31, 2007, the Company also recorded net reductions in goodwill of $25,910,
       primarily resulting from reversals of valuation allowances related to pre−acquisition tax attributes recorded under
       purchase accounting for previous acquisitions and other adjustments related to purchase accounting for previous
       acquisitions.
            During the year ended August 31, 2008, the Company completed twelve individually immaterial
       acquisitions of businesses providing various technology consulting, advisory and outsourcing services, for total
       consideration of $304,431. In addition, the Company may be required to make payments totaling up to
       approximately $70,000 in additional purchase price over a four−year period that began on September 1, 2008,
       conditional on achieving certain performance measures or periods of service. In connection with these
       acquisitions, the Company recorded combined goodwill of $212,075, a portion of which was allocated to each of
       the reportable segments. The Company also recorded $72,005 in intangible assets, primarily related to customer
       relationships and intellectual property. The intangible assets are being amortized over a period of less than one
       year to fifteen years. The pro forma effects on the Company’s operations were not material.
           The Company follows the impairment provisions and disclosure requirements of SFAS No. 142, “Goodwill
       and Other Intangible Assets”. As such, the Company performed impairment tests of goodwill for the three years
       ended August 31, 2008 and determined that goodwill was not impaired. The changes in the carrying amount of
       goodwill by reportable segment are as follows:
                                                                  Foreign                                        Foreign
                                                                 Currency                                       Currency
                                    August 31,     Additions/   Translation        August 31,     Additions/   Translation     August 31,
                                      2006        Adjustments   Adjustments          2007        Adjustments   Adjustments       2008

       Communications & High Tech   $    82,739   $    27,556   $          4,902   $   115,197   $    52,959   $     (4,770)   $   163,386
       Financial Services               123,592         2,647              2,104       128,343        17,727         (2,690)       143,380
       Products                         258,390        24,216              4,970       287,576        45,779         (4,023)       329,332
       Public Service                    33,253        36,537              1,421        71,211        65,324         (1,640)       134,895
       Resources                         29,674        10,263              1,464        41,401        30,286         (2,723)        68,964

       Total                        $   527,648   $   101,219   $      14,861      $   643,728   $   212,075   $    (15,846)   $   839,957


                                                                    F−18
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                                                       ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       7.   INVESTMENTS
            The components of the Company’s investments are as follows:

                                                         Amortized     Unrealized    Unrealized      Estimated
                                                           Cost          Gains        Losses         Fair Value

       August 31, 2008
       Available−for−sale debt securities
         Asset−backed securities                         $     3,647   $       19    $        —      $     3,666
         Certificates of deposit and time deposits                —            —              —               —
         Corporate debt securities                            27,278           34           (178)         27,134
         Foreign government securities                         2,126           10            (55)          2,081
         U.S. Treasury securities                                 —            —              —               —

            Total available−for−sale debt securities          33,051           63           (233)         32,881
       Available−for−sale equity securities                    2,620           94           (613)          2,101

            Total available−for−sale securities               35,671          157           (846)         34,982
       Other                                                   4,334           —              —            4,334

            Total investments as of August 31, 2008      $    40,005   $      157    $      (846)    $    39,316

       August 31, 2007
       Available−for−sale debt securities
         Asset−backed securities                         $    27,459   $        1    $      (199)    $    27,261
         Certificates of deposit and time deposits            56,000           —             (14)         55,986
         Corporate debt securities                           167,706           29           (669)        167,066
         Foreign government securities                         3,264            5            (22)          3,247
         U.S. Treasury securities                             56,362           —            (483)         55,879

            Total available−for−sale debt securities         310,791           35          (1,387)       309,439
       Available−for−sale equity securities                    2,477          418            (380)         2,515

            Total available−for−sale securities              313,268          453          (1,767)       311,954
       Other                                                   1,259           —               —           1,259

            Total investments as of August 31, 2007      $   314,527   $      453    $     (1,767)   $   313,213


                                                             F−19
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                                                     ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
            The amortized cost and estimated fair value of available−for−sale debt securities, by contractual maturity,
       are as follows:

                                                                                              August 31, 2008
                                                                                          Amortized      Estimated
                                                                                            Cost         Fair Value

       Due in 1 year or less                                                              $    17,741       $     17,608
       Due in 1−2 years                                                                         6,408              6,391
       Due in 2−3 years                                                                           780                787
       Due in 3−4 years                                                                         5,064              5,070
       Due in 4−5 years                                                                           350                342
       Due after 5 years                                                                        2,708              2,683

       Total available−for−sale debt securities                                           $    33,051       $     32,881

            Information related to available−for−sale investments is as follows:

                                                                                   Year Ended August 31,
                                                                           2008            2007                 2006

       Proceeds from maturities                                        $    245,253       $   662,190       $    504,265
       Proceeds from sales                                                   64,288           223,273            153,364
       Gross realized gains                                                     830            19,175              3,347
       Gross realized losses                                                    556               156                305
       8.   DERIVATIVE FINANCIAL INSTRUMENTS
            In the normal course of business, the Company uses derivative financial instruments to manage foreign
       currency exchange rate risk. Derivative transactions are governed by a uniform set of policies and procedures
       covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored using
       techniques such as market value and sensitivity analyses. Certain derivatives also give rise to credit risks from
       the possible non−performance by counterparties. The Company has limited its credit risk by using standard
       counterparty master agreements containing netting and set−off provisions and by entering into derivative
       transactions only with highly rated major financial institutions. The Company does not enter into derivative
       transactions for trading purposes.
            All derivative instruments are recognized at estimated fair value and are reported in Other current assets and
       Other accrued liabilities in the Consolidated Balance Sheet. Changes in the fair value of derivative instruments
       are recognized immediately in earnings, unless the derivative is designated as a hedge and qualifies for hedge
       accounting. The Company classifies cash flows from its derivative programs as cash flows from operating
       activities in the Consolidated Cash Flows Statement.

                                                              F−20
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
            The notional and fair values of all derivative instruments were as follows:

                                                                                     August 31,
                                                                       2008                                 2007
                                                            Notional              Fair           Notional           Fair
                                                             Value                Value           Value             Value

       Foreign currency forward exchange
         contracts:
         To sell                                        $      211,230        $      (163)   $     427,602         $ (8,470)
         To buy                                              1,632,742             15,604          510,271            3,726
       Cash Flow Hedges
            Certain of the Company’s subsidiaries are exposed to currency risk through their use of resources supplied
       by Accenture’s Global Delivery Network. To mitigate this risk, the Company uses foreign exchange forwards to
       hedge the foreign exchange risk of the forecasted intercompany expenses denominated in foreign currencies for
       up to three years in the future. The Company has designated these derivatives as cash flow hedges in accordance
       with FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”).
       As of August 31, 2008, the Company held no derivatives that were designated as fair value or net investment
       hedges.
            In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair
       value, cash flow or a net investment hedge by documenting the relationship between the derivative and the
       hedged item. The documentation should include a description of the hedging instrument, the hedge item, the risk
       being hedged, the Company’s risk management objective and strategy for undertaking the hedge, the method for
       assessing the effectiveness of the hedge and the method for measuring hedge ineffectiveness. Additionally, the
       hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash
       flows of the hedged item at both inception of the hedge and on an ongoing basis. The Company assesses the
       ongoing effectiveness of its hedges in accordance with the Hypothetical Derivative Method as described in
       Derivative Implementation Group Issue No. G−7, “Cash Flow Hedges: Measuring the Ineffectiveness of a Cash
       Flow Hedge under Paragraph 30(b) When the Shortcut Method Is Not Applied” and measures and records hedge
       ineffectiveness at the end of each fiscal quarter.
            For a cash flow hedge, the effective portion of the change in fair value of a hedging instrument is recorded in
       Accumulated Other Comprehensive Income as a separate component of Shareholders’ Equity. Upon maturity,
       the effective portion of the cash flow hedge is reclassified into Cost of services in the Consolidated Income
       Statement in the period during which the hedged transaction is recognized. The ineffective portion of the change
       in fair value of a cash flow hedge is recognized immediately in Other expense, net in the Consolidated Income
       Statement and for the year ended August 31, 2008 was not material. As of August 31, 2008, amounts related to
       derivatives designated as cash flow hedges and recorded in Accumulated Other Comprehensive Income totaled
       $11,381, net of taxes, of which $2,179 is expected to be reclassified into earnings in the next 12 months. In
       addition, the Company did not discontinue any cash flow hedges.

                                                               F−21
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                                                                           ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Other Derivatives
            The Company also uses forward contracts, which have not been designated as hedges under SFAS 133, to
       hedge balance sheet exposures, such as intercompany loans. These instruments are generally short−term in
       nature, with typical maturities of less than one year and are subject to fluctuations in foreign exchange rates.
       Changes in the fair value of these derivatives are recorded in Other expense, net in the Consolidated Income
       Statement.
       9.    BORROWINGS AND INDEBTEDNESS
             As of August 31, 2008, the Company had the following borrowing facilities:

                                                                                                                                                          Borrowings
                                                                                                                                                            Under
                                                                                                                      Facility Amount                      Facilities

       Syndicated loan facility(1)                                                                                    $           1,200,000               $               —
       Separate bilateral, uncommitted, unsecured multicurrency revolving
         credit facilities(2)                                                                                                        350,000                         4,884
       Local guaranteed and non−guaranteed lines of credit(3)                                                                        152,090                            —

       Total                                                                                                          $           1,702,090               $          4,884

        (1) This facility, which matures on July 31, 2012, provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance
            of letters of credit. Financing is provided under this facility at the prime rate or at the London Interbank Offered Rate plus a spread. This facility requires us
            to: (1) limit liens placed on the Company’s assets to (a) liens incurred in the ordinary course of business (subject to certain qualifications) and (b) other liens
            securing obligations not to exceed 30% of the Company’s consolidated assets; and (2) maintain a debt−to−cash−flow ratio not exceeding 1.75 to 1.00. The
            Company continues to be in compliance with these terms. As of August 31, 2008 and 2007, the Company had no borrowings under the facility. The facility is
            subject to annual commitment fees.

        (2) The Company maintains two separate bilateral, uncommitted and unsecured multicurrency revolving credit facilities. These facilities provide local currency
            financing for the majority of the Company’s operations. Interest rate terms on the bilateral revolving facilities are at market rates prevailing in the relevant
            local markets. As of August 31, 2008 and 2007, the Company had $4,884 and $924, respectively, of borrowings under these facilities. The weighted average
            interest rate on borrowings under these multicurrency credit facilities and lines of credit, based on the average annual balances, was approximately 8% in
            fiscal 2008 and 5% in fiscal 2007.

        (3) The Company also maintains local guaranteed and non−guaranteed lines of credit for those locations that cannot access the Company’s global facilities. As of
            August 31, 2008 and 2007, the Company had no borrowings under these various facilities.

            Under the borrowing facilities described above, the Company had an aggregate of $169,084 and $164,019 of
       letters of credit outstanding as of August 31, 2008 and 2007, respectively. In addition, the Company had no other
       short−term borrowings as of August 31, 2008 and 2007, respectively. The Company also had total outstanding
       debt of $3,394 and $25,430 as of August 31, 2008 and 2007.

                                                                                       F−22
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                                                       ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       10.     INCOME TAXES

                                                                                   Year Ended August 31,
                                                                       2008               2007                 2006

       Current taxes:
            U.S. federal                                          $     311,270       $     361,351        $    216,549
            U.S. state and local                                         37,774              44,394              30,935
            Non−U.S.                                                    615,306             597,218             463,586

                    Total current tax expense                           964,350           1,002,963             711,070

       Deferred taxes:
            U.S. federal                                                (60,911)           (102,741)           (102,321)
            U.S. state and local                                         (8,056)            (12,622)            (14,617)
            Non−U.S.                                                     15,191               8,261            (103,597)

                    Total deferred tax (benefit) expense                (53,776)           (107,102)           (220,535)

       Total                                                      $     910,574       $     895,861        $    490,535

            Deferred income tax (benefit) expense recorded in Accumulated other comprehensive income (loss) in the
       Consolidated Balance Sheets related to the additional minimum pension liability was ($17,187) and $13,577 in
       fiscal 2008 and 2007, respectively, and related to the cash flow hedges was $4,959 and $0 in fiscal 2008 and
       2007, respectively.
             The components of Income before income taxes were as follows:

                                                                                  Year Ended August 31,
                                                                      2008                2007                 2006

       U.S. sources                                           $         565,933       $     606,437       $      648,283
       Non−U.S. sources                                               2,541,829           2,012,481            1,275,384

       Total                                                  $       3,107,762       $   2,618,918       $    1,923,667


                                                           F−23
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                                                                           ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
           The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate
       was as follows:

                                                                                                                            Year Ended August 31,
                                                                                                                         2008      2007         2006

       U.S. federal statutory income tax rate                                                                                35.0%              35.0%                 35.0%
       U.S. state and local taxes, net                                                                                        0.7                1.0                   1.7
       Reorganization cost (benefits)                                                                                         0.3                0.4                  (0.9)
       Final determinations(1)                                                                                               (3.9)              (1.8)                (10.8)
       Deferred tax revaluation(2)                                                                                            1.2                1.0                  (3.8)
       Non−U.S. operations                                                                                                   (5.9)              (2.8)                  0.5
       Other                                                                                                                  1.9                1.4                   3.8

           Effective income tax rate                                                                                         29.3%              34.2%                 25.5%

        (1) Final determinations include final agreements with tax authorities and expirations of statutes of limitations.

        (2) Related to updated estimates of the future benefits of certain deferred tax assets and the impact of tax rate changes on deferred tax assets and liabilities.

             The components of the Company’s deferred tax assets and liabilities included the following:

                                                                                                                                               August 31,
                                                                                                                                      2008                        2007

       Deferred tax assets:
         Pensions                                                                                                               $       68,294              $      62,482
         Revenue recognition                                                                                                            68,354                     61,206
         Compensation and benefits                                                                                                     293,245                    235,905
         Stock−based Compensation                                                                                                      254,844                    210,001
         Tax credit carryforwards                                                                                                       27,441                     22,775
         Net operating loss carryforwards                                                                                              163,559                    173,402
         Depreciation and amortization                                                                                                 150,317                    142,661
         Other                                                                                                                         267,355                     83,427

                                                                                                                                    1,293,409                     991,859
               Valuation allowance                                                                                                   (143,144)                   (157,905)

           Total deferred tax assets                                                                                                1,150,265                     833,954

       Deferred tax liabilities:
         Revenue recognition                                                                                                            (62,321)                   (64,440)
         Depreciation and amortization                                                                                                  (27,592)                   (28,673)
         Investments                                                                                                                    (46,186)                   (59,347)
         Other                                                                                                                          (63,880)                   (44,300)

           Total deferred tax liabilities                                                                                             (199,979)                  (196,760)

       Net deferred tax assets                                                                                                  $      950,286              $     637,194


                                                                                        F−24
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
            The Company recorded valuation allowances of $143,144 and $157,905 as of August 31, 2008 and 2007,
       respectively, against deferred tax assets principally associated with certain tax net operating loss and tax credit
       carryforwards, as the Company believes it is more likely than not that these assets will not be realized. For all
       other deferred tax assets, the Company believes it is more likely than not that the results of future operations will
       generate sufficient taxable income to realize these deferred tax assets. During the year ended August 31, 2008,
       the Company recorded a net decrease of $14,761 related to individually insignificant changes in the valuation
       allowance. As of August 31, 2008 and 2007, $4,316 and $3,997, respectively, of the valuation allowances related
       to pre−acquisition tax attributes recorded under purchase accounting, the reversal of which in future years will be
       allocated first to reduce goodwill and then to reduce other non−current intangible assets of the acquired entity. In
       addition, $0 and $1,092 of the valuation allowances as of August 31, 2008 and 2007, respectively, related to tax
       attributes, the reversal of which in future years will be allocated to Additional paid−in capital and Retained
       earnings.
           The Company had net operating loss carryforwards as of August 31, 2008 of $572,146. Of this amount,
       $187,979 expires at various dates through 2027 and $384,167 has an indefinite carryforward period. The
       Company had tax credit carryforwards as of August 31, 2008 of $27,441, of which $21,887 will expire at various
       dates through 2022 and $5,554 has an indefinite carryforward period.
            The Company adopted the provisions of FIN 48, on September 1, 2007. The adoption of FIN 48 had the
       following approximate impact on the Company’s Consolidated Financial Statements: increased Non−current
       deferred income tax assets by $228,900; decreased Current income taxes payable by $757,400; increased
       Non−current income taxes payable by $968,900; decreased Additional paid−in capital by $1,756; and increased
       Retained earnings by $19,245, including a $3,200 adjustment recorded in the second quarter of fiscal 2008. A
       reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

       Balance as of September 1, 2007                                                                       $ 1,031,800
         Additions for tax positions related to the current year                                                 174,585
         Additions for tax positions related to prior years                                                       46,720
         Reductions for tax positions related to prior years                                                    (131,102)
         Statute of limitations expirations                                                                       (8,967)
         Settlements with tax authorities                                                                        (26,035)

       Balance as of August 31, 2008                                                                         $ 1,087,001

           The unrecognized tax benefit at August 31, 2008 of $1,087,001 can be reduced by $399,187 for items
       recorded as adjustments to equity and for offsetting tax benefits associated with the correlative effects of
       potential transfer pricing adjustments, state income taxes and timing adjustments. The net amount of $687,814, if
       recognized, would favorably affect the Company’s effective tax rate.
            The Company recognizes interest and penalties related to unrecognized tax benefits in the Provision for
       income taxes. During the year ended August 31, 2008, the Company recognized approximately $59,419 in
       interest and penalties. The Company had accrued interest and penalties related to uncertain tax positions of
       $153,381 ($103,502, net of tax benefits) and $151,100 ($107,400,

                                                              F−25
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                                                     ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       net of tax benefits) on the Company’s Consolidated Balance Sheet as of August 31, 2008 and September 1, 2007,
       respectively, upon adoption of FIN 48.
            The Company is currently under audit by the Internal Revenue Service for the tax years 2003 to 2005. The
       Company does not expect these years to be effectively settled within the next 12 months. The Company is also
       currently under audit in numerous state and non−US tax jurisdictions; none of the uncertain tax positions related
       to these jurisdictions is individually material to the Company’s results of operations or financial condition.
       Although the outcome of tax audits is always uncertain and could result in significant cash tax payments, the
       Company does not believe the outcome of these audits will have a material adverse effect on the Company’s
       consolidated financial position or results of operations. With limited exceptions, the Company is no longer
       subject to income tax audits by taxing authorities for the years through 2001. The Company believes that it is
       reasonably possible that approximately $138,700 of its unrecognized tax benefits, each of which is individually
       insignificant, may be resolved in the next 12 months as a result of settlements, lapses of statutes of limitations
       and other adjustments. The majority of this amount relates to transfer pricing matters and tax credits in non−US
       jurisdictions.
            As of August 31, 2008, the Company had not recognized a deferred tax liability on $1,196,475 of
       undistributed earnings for certain subsidiaries, because these earnings are intended to be permanently reinvested.
       If such earnings were distributed, some countries may impose withholding taxes. It is not practicable to
       determine the amount of the related unrecognized deferred income tax liability.
           On October 22, 2004, the American Jobs Creation Act (“AJCA”) became law. The AJCA includes a
       deduction of 85 percent of certain foreign earnings that are repatriated, as defined in the AJCA. The Company’s
       Avanade Inc. subsidiary (“Avanade”) elected to apply this provision to qualifying earnings repatriations in its tax
       year ending September 30, 2006. Avanade elected under this provision to repatriate $20,643 in September 2006.
       The tax expense on the repatriated earnings was $4.
            Portions of the Company’s operations are subject to reduced tax rates or are free of tax under various tax
       holidays which expire during fiscal 2010, 2011 and 2013. Some of the holidays are renewable at reduced levels,
       with renewal periods through 2023. The income tax benefits attributable to the tax status of these subsidiaries
       were estimated to be approximately $71,000, $23,000 and $20,000 in fiscal 2008, 2007 and 2006, respectively.
       11.    RETIREMENT AND PROFIT SHARING PLANS
       Defined Benefit Pension and Postretirement Benefits
            In the United States and certain other countries, the Company maintains and administers defined benefit
       retirement plans and postretirement medical plans for certain current, retired and resigned employees. Benefits
       under the employee retirement plans are primarily based on years of service and compensation during the years
       immediately preceding retirement or termination of participation in the plan. The Company utilizes actuarial
       methods required by SFAS No. 87, “Employers’ Accounting for Pensions,” and SFAS No. 106, “Employers’
       Accounting for Postretirement Benefits Other Than Pensions,” to account for pension and postretirement benefit
       plans, respectively. As of August 31, 2007, the Company adopted the recognition and disclosure provisions of
       SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an
       amendment of FASB Statements No. 87, 106, and 132(R)” (“SFAS No. 158”). The Company will adopt the
       year−end

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                                                               ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       measurement date provision of SFAS No. 158 as of August 31, 2009 and is currently assessing the impact of the
       change in measurement date on the Consolidated Financial Statements.
            In addition, certain postemployment benefits, including severance benefits, disability−related benefits and
       continuation of benefits, such as healthcare benefits and life insurance coverage, are provided to former or
       inactive employees after employment but before retirement. These costs are substantially provided for on an
       accrual basis.
           The impact of the initial adoption of SFAS No. 158 on individual line items in the Company’s Consolidated
       Balance Sheet as of August 31, 2007 for its defined benefit pension and postretirement plans was as follows:

                                                                      August 31, 2007                                August 31, 2007
                                                                          Before                   SFAS                  After
                                                                       SFAS No. 158               No. 158             SFAS No. 158
                                                                       Adjustments              Adjustments           Adjustments

       Prepaid benefit cost                                          $           146,330        $     14,544        $               160,874
       Deferred income taxes                                                      20,581             (12,444)                         8,137
       Accrued benefit liability                                                 391,450             (23,932)                       367,518
       Accumulated other comprehensive (loss)
         income                                                                  (34,439)             26,053                          (8,386)
       Assumptions
           The weighted−average assumptions used to determine the net periodic pension and postretirement benefits
       expense are as follows:

                                                                                     Pension Benefits
                                                                                  Year Ended August 31,
                                                         2008                              2007                         2006
                                                                Non−U.S.                        Non−U.S.                           Non−U.S.
                                                U.S. Plans       Plans           U.S. Plans      Plans         U.S. Plans           Plans

       Discount rate                                  6.25%              5.08%         6.50%         4.68%           5.25%             4.28%
       Expected rate of return on plan assets         7.50%              5.97%         7.50%         5.67%           7.50%             5.57%
       Rate of increase in future
          compensation                                4.50%              3.84%         4.50%         3.45%           4.50%             3.27%

                                                                                  Postretirement Benefits
                                                                                  Year Ended August 31,
                                                             2008                           2007                            2006
                                                                    Non−U.S.                     Non−U.S.                          Non−U.S.
                                                  U.S. Plans         Plans        U.S. Plans      Plans         U.S. Plans          Plans

       Discount rate                              6.25%                  5.70%       6.50%           6.00%        5.25%                5.50%
       Expected rate of return on plan assets  7.50%/3.50%               N/A      7.50%/3.50%        N/A       7.50%/3.50%             N/A
       Rate of increase in future compensation     N/A                   2.57%        N/A            2.90%         N/A                 3.50%

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                                                           ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
            The weighted−average assumptions used to determine the fiscal year−end benefit obligations are as follows:

                                                   Pension Benefits                             Postretirement Benefits
                                                Year Ended August 31,                           Year Ended August 31,
                                             2008                    2007                    2008                     2007
                                                 Non−U.S.                Non−U.S.                Non−U.S.                 Non−U.S.
                                    U.S. Plans    Plans     U.S. Plans    Plans     U.S. Plans    Plans     U.S. Plans     Plans

       Discount rate                   6.75%      5.45%       6.25%       5.08%        6.75%       6.25%        6.25%         5.70%
       Rate of increase in future
         compensation                  4.59%      3.59%       4.50%       3.84%        N/A         2.64%        N/A           2.57%
            The Company’s methodology for selecting the discount rate for the U.S. Plans is to match the plans’ cash
       flows to that of a yield curve that provides the equivalent yields on zero−coupon corporate bonds for each
       maturity. The discount rate assumption for the Non−U.S. Plans primarily reflects the market rate for
       high−quality, fixed−income debt instruments. The discount rate assumptions are based on the expected duration
       of the benefit payments for each of the Company’s pension plans as of the annual measurement date and is
       subject to change each year. The expected long−term rate of return on plan assets should, over time, approximate
       the actual long−term returns on pension and other postretirement plan assets and is based on historical returns
       and the future expectations for returns for each asset class, as well as the target asset allocation of the asset
       portfolio.
       Assumed Health Care Cost Trend
            The Company’s U.S. Postretirement Benefits annual rate increases in the per capita cost of health care
       benefits of 9.4% were assumed for the plan year ending June 30, 2009. The rate is assumed to decrease on a
       straight−line basis to 5% for the plan year ending June 30, 2018 and remain at that level thereafter. A one
       percentage point change in the assumed health care cost trend rates would have the following effects:

                                                                       One Percentage Point              One Percentage Point
                                                                             Increase                          Decrease
                                                                        2008          2007                2008          2007

       Effect on total of service and interest cost components        $      952     $    1,332      $     (1,652)      $    (1,125)
       Effect on year−end postretirement benefit obligation               12,723         12,832           (12,208)          (11,158)

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                                                       ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Pension and Postretirement Benefits Expense
            The Company uses either a June 30 or August 31 measurement date for its U.S. and non−U.S. benefit plans.
            The components of pension and postretirement benefits expense are as follows:

                                                                      Pension Benefits
                                                                  Year Ended August 31,
                                            2008                           2007                             2006
                                                Non−U.S.                        Non−U.S.                           Non−U.S.
                                   U.S. Plans    Plans            U.S. Plans     Plans            U.S. Plans        Plans

       Components of
          pension expense
       Service cost            $      33,304      $   50,542     $      50,825     $   53,720     $   64,410     $    51,496
       Interest cost                  59,954          33,846            53,963         28,491         49,923          20,865
       Expected return on plan
          assets                      (70,553)        (35,693)          (59,784)       (26,649)       (52,318)       (19,833)
       Amortization of loss
          (gain)                       1,918           (1,497)           1,271          1,319         31,140           1,962
       Amortization of prior
          service cost                   276             488               724            684          1,149            709
       Curtailment (gain) loss
          recognized                  (13,898)          (497)           (12,608)        (1,640)           —             183
       Settlement loss
          recognized                      —              626                —              —              —              —
       Special termination
          benefits charge                 —              539                —              —              —            1,582

       Total                    $     11,001      $   48,354     $      34,391     $   55,925     $   94,304     $    56,964


                                                                  Postretirement Benefits
                                                                  Year Ended August 31,
                                           2008                             2007                            2006
                                                  Non−U.S.                       Non−U.S.                          Non−U.S.
                                U.S. Plans         Plans          U.S. Plans      Plans           U.S. Plans        Plans

       Components of
          postretirement
          expense
       Service cost            $       6,977     $     1,443     $       6,665     $     1,231    $   10,102     $     2,061
       Interest cost                   6,612           1,839             6,081           1,522         6,150           1,766
       Expected return on
          plan assets                 (1,637)             —              (1,500)           —           (1,419)           —
       Amortization of
          transitional
          obligation                     80               —                 80             —              79             —
       Amortization of loss              —                76                —              95          2,518            198
       Amortization of prior
          service cost                  (801)           (842)             (801)           (753)         (801)          (281)
       Curtailment gain
          recognized                     —               (31)               —              (54)           —            (472)

       Total                   $      11,231     $     2,485     $      10,525     $     2,041    $   16,629     $     3,272


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                                                                           ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Benefit Obligation, Plan Assets and Funded Status
           The changes in the benefit obligation, plan assets and funded status of the Company’s pension and
       postretirement defined benefit plans were as follows:
                                                                        Pension Benefits                                           Postretirement Benefits
                                                                     Year Ended August 31,                                         Year Ended August 31,
                                                            2008                             2007                           2008                             2007
                                                                   Non−U.S.                         Non−U.S.                       Non−U.S.                         Non−U.S.
       Changes in benefit obligation             U.S. Plans         Plans         U.S. Plans         Plans        U.S. Plans        Plans        U.S. Plans          Plans

       Benefit obligation, beginning of year     $   973,031     $     653,336    $   840,271     $   616,278     $   107,406    $    30,879     $    94,938    $      25,762
       Service cost                                   33,304            50,542         50,825          53,720           6,977          1,443           6,665            1,231
       Interest cost                                  59,954            33,846         53,963          28,491           6,612          1,839           6,081            1,522
       Amendments                                         —                 —             (37)             —               —              —               —                —
       Termination benefits                               —                539             —               —               —              —               —                —
       Participant contributions                          —              8,286             —            7,701              —              —               —                —
       Acquisitions/divestitures/transfers                —              7,138             —               —               —              —               —                —
       Curtailments                                  (14,424)             (735)       (13,373)         (1,439)             —            (119)             —              (309)
       Actuarial (gain) loss                         (94,200)          (33,115)        59,806         (52,035)         (6,156)        (3,882)          1,128            1,546
       Benefits paid                                 (21,599)          (23,480)       (18,424)        (17,751)         (2,577)          (561)         (1,406)            (366)
       Exchange rate loss                                 —             (3,677)            —           32,068              —             231              —             1,493
       Settlements                                        —            (11,390)            —          (13,697)             —              —               —                —

       Benefit obligation, end of year           $   936,066     $     681,290    $   973,031     $   653,336     $   112,262    $    29,830     $   107,406    $      30,879

       Changes in plan assets
       Fair value of plan assets, beginning of
          year                                   $   939,180     $     586,979    $   801,644     $   458,491     $    28,322    $        —      $    26,577    $          —
       Actual return on plan assets                  (79,069)           (3,496)       148,071          34,212            (988)            —            2,672               —
       Acquisitions/divestitures/transfers                —              2,230             —               —               —              —               —                —
       Employer contributions                          8,841            42,706          7,889          92,291           1,166            561             479              366
       Participant contributions                          —              8,286             —            7,701              —              —               —                —
       Benefits paid                                 (21,599)          (23,480)       (18,424)        (17,751)         (2,577)          (561)         (1,406)            (366)
       Exchange rate (gain) loss                          —            (13,519)            —           25,732              —              —               —                —
       Settlements                                        —            (11,390)            —          (13,697)             —              —               —                —

       Fair value of plan assets, end of year    $   847,353     $     588,316    $   939,180     $   586,979     $    25,923    $        —      $    28,322    $         —

       Reconciliation of funded status
       Funded status                            $     (88,713)   $     (92,974)   $    (33,851)   $    (66,357)   $   (86,339)   $ (29,830)      $   (79,084)   $ (30,879)
       Unrecognized transitional obligation                —                —               —               —             357           —                437           —
       Unrecognized loss (gain)                        82,871            7,863          29,367           5,185         (1,441)        (785)            2,090        2,978
       Unrecognized prior service cost (credit)           409          (10,625)          1,211          (9,375)        (5,704)      (8,196)           (6,505)      (8,865)
       Contribution made after measurement
         date                                             —              2,000             —             3,462             —              90             —                64

       Net amount recognized at year−end         $     (5,433)   $     (93,736)   $     (3,273)   $    (67,085)   $   (93,127)   $ (38,721)      $   (83,062)   $ (36,702)

       Amounts recognized in the
          Consolidated Balance Sheets
          consist of:
       Prepaid benefit cost                      $     37,780    $      52,585    $     99,510    $     61,364    $        —     $        —      $        —     $          —
       Accrued benefit liability                     (126,493)        (143,558)       (133,361)       (124,259)       (86,339)       (29,740)        (79,084)         (30,815)
       Accumulated other comprehensive loss
          (income), pre−tax                           83,280            (2,763)        30,578           (4,190)        (6,788)         (8,981)        (3,978)          (5,887)

       Net amount recognized at year−end         $     (5,433)   $     (93,736)   $     (3,273)   $    (67,085)   $   (93,127)   $ (38,721)      $   (83,062)   $ (36,702)


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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Accumulated Other Comprehensive Income
          The pre−tax net actuarial loss, prior service cost (credit) and transition obligation recognized in
       Accumulated other comprehensive income as of August 31, 2008 was as follows:

                                                                   Pension Benefits            Postretirement Benefits
                                                               Year Ended August 31,            Year Ended August 31,
                                                                         2008                            2008
                                                                              Non−U.S.                        Non−U.S.
                                                               U.S. Plans      Plans           U.S. Plans      Plans

       Net actuarial loss (gain)                            $      82,871     $       7,863    $      (1,441)   $        (785)
       Prior service cost (credit)                                    409           (10,626)          (5,704)          (8,196)
       Transition obligation                                           —                 —               357               —

       Total                                                $      83,280     $      (2,763)   $      (6,788)   $      (8,981)

           The estimated amounts that will be amortized from Accumulated other comprehensive income as of
       August 31, 2008 into net periodic pension and postretirement benefits expense during the year ended August 31,
       2009 are as follows:

                                                               Pension Benefits                 Postretirement Benefits
                                                                         Non−U.S.                             Non−U.S.
                                                           U.S. Plans      Plans               U.S. Plans       Plans

       Actuarial loss (gain)                               $       1,575      $      (1,178)   $         —      $        (45)
       Prior service cost (credit)                                   210               (609)           (801)            (809)
       Transition obligation                                          —                  —               80               —

       Total                                               $       1,785      $      (1,787)   $       (721)    $       (854)

       Funded Status for Defined Benefit Plans
            Generally, annual contributions are made at such times and in amounts as required by law and may, from
       time to time, exceed minimum funding requirements. The Company’s U.S. pension plans include plans covering
       certain U.S. employees and former employees, as well as a frozen plan for former pre−incorporation partners,
       which is unfunded.
           The accumulated benefit obligation for all U.S. and non−U.S. defined benefit pension plans as of August 31,
       2008 and 2007 was as follows:

                                                                                         August 31,
                                                                            2008                             2007
                                                                  U.S.             Non−U.S.          U.S.           Non−U.S.
                                                                  Plans             Plans            Plans           Plans

       Accumulated benefit obligation                           $ 914,104         $ 592,941        $ 934,825    $ 545,494

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                                                         ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
            The following information is provided for pension and postretirement defined benefit plans with projected
       benefit obligations in excess of plan assets and for plans with accumulated benefit obligations in excess of plan
       assets:

                                         Pension Benefits                                  Postretirement Benefits
                                   2008                    2007                        2008                       2007
                                       Non−U.S.                Non−U.S.                    Non−U.S.                   Non−U.S.
                          U.S. Plans    Plans     U.S. Plans    Plans         U.S. Plans     Plans      U.S. Plans     Plans

       Projected
         benefit
         obligation in
         excess of plan
         assets:
       Projected benefit
         obligation       $   126,493   $ 271,922   $   133,361   $ 212,043   $   112,262   $   29,830   $   107,406   $   30,879
       Fair value of plan
         assets                   —       128,177           —        87,905        25,923          —          28,322          —
       Accumulated
         benefit
         obligation in
         excess of plan
         assets:
       Accumulated
         benefit
         obligation       $   126,493   $ 238,832   $   133,361   $ 188,609   $       —     $      —     $       —     $      —
       Fair value of plan
         assets                   —       127,877           —        87,905           —            —             —            —
       Investment Strategies
       U.S. Pension Plans
            The overall investment objective of the plans is to provide growth in the assets of the plans to help fund
       future benefit obligations while managing risk in order to meet current benefit obligations. The plans’ future
       prospects, their current financial conditions, the Company’s current funding levels and other relevant factors
       suggest that the plans can tolerate some interim fluctuations in market value and rates of returns in order to
       achieve long−term objectives without undue risk to the plans’ ability to meet their current benefit obligations.
            The Company recognizes that asset allocation of the pension plans’ assets is an important factor in
       determining long−term performance. Actual asset allocations at any point in time may vary from the specified
       targets below and will be dictated by current and anticipated market conditions, required cash flows, and
       investment decisions of the investment committee and the pension plans’ investment funds and managers.
       Ranges are established to provide flexibility for the asset allocation to vary around the targets without the need
       for immediate rebalancing.
       Non−U.S. Pension Plans
            Plan assets in non−U.S. pension plans conform to the investment policies and procedures of each plan and to
       relevant legislation. The pension committee or trustee of each plan regularly, but at least annually, reviews the
       investment policy and the performance of the investment managers. In certain countries, the trustee is also
       required to consult with the Company. Generally, the investment return objective of each plan is to achieve a
       total annualized rate of return that exceeds inflation over the long term by an amount based on the target asset
       mix of that plan. In certain countries, plan assets are invested in funds that are required to hold a majority of
       assets in bonds, with a smaller proportion in equities. Also, certain plan assets are entirely invested in contracts
       held with the plan insurer, who determines the investment strategy. Pension plans in certain countries are
       unfunded.

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                                                                         ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Plan Assets
            The following table shows the Company’s target allocation for fiscal 2009 and weighted−average asset
       allocations as of August 31, 2008 and 2007 by asset category, for its pension and postretirement benefit plans:
       Pension Plans

                                                                     2009 Target                                Plan Assets as of August 31,
                                                                      Allocation                            2008                             2007
                                                                               Non−U.S.                          Non−U.S.                         Non−U.S.
                                                              U.S. Plans         Plans           U.S. Plans        Plans          U.S. Plans       Plans

       Asset Category
       Equity securities                                                60%           40−50%             80%            43%             81%             48%
       Debt securities                                                  40            35−45              20             40              18              38
       Cash and short−term investments                                  —               0−5              —              —                1              —
       Insurance contracts                                              —               0−5              —               1              —                1
       Other                                                            —             10−15              —              16              —               13

       Total                                                           100%              100%           100%           100%            100%            100%

       U.S. Postretirement Plan(1)

                                                                                                           2009 Target                August 31,
                                                                                                            Allocation              2008      2007

       Asset Category
       Equity securities                                                                                                 36%           35%            39%
       Debt securities                                                                                                   24            24             16
       Cash and short−term investments                                                                                   40            41             45

       Total                                                                                                           100%           100%          100%

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

       Expected Contributions
            In fiscal 2009, no contribution will be required for the U.S. pension plans. In fiscal 2009, the Company
       estimates it will contribute approximately $40,000 to its non−U.S. pension plans. Cash funding for retiree
       medical plans in fiscal 2009 is estimated to be approximately $2,000. In fiscal 2009, the Company expects to pay
       approximately $9,500 of benefit payments related to the unfunded frozen plan for former pre−incorporation
       partners. The Company has not determined whether it will make additional voluntary contributions for employee
       pension plans.

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                                                      ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Estimated Future Benefit Payments
             Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

                                                              Pension Benefits                Postretirement Benefits
                                                                         Non−U.S.                           Non−U.S.
                                                         U.S. Plans        Plans             U.S. Plans       Plans

       2009                                             $     22,052      $    15,967       $     3,869       $       732
       2010                                                   25,464           17,871             4,764               828
       2011                                                   28,141           19,761             5,733               940
       2012                                                   30,870           22,217             6,602             1,052
       2013                                                   33,552           25,363             7,753             1,176
       2014−2018                                             217,751          157,910            59,248             8,159
       Defined Contribution Plans
           In the United States and certain other countries, the Company maintains and administers defined
       contribution retirement plans for certain current, retired and resigned employees. Defined contribution retirement
       plans in countries other than the United States and the United Kingdom are individually immaterial.
           In the United States, the Company maintains and administers a trusteed employer 401(k) match plan, the
       Accenture U.S. 401(k) Match and Savings Plan. The total costs of the 401(k) match plan were $74,655, $53,202
       and $48,086 in fiscal 2008, 2007 and 2006, respectively.
            In the United States, the Company maintains and administers a trusteed profit sharing plan, the Accenture
       U.S. Discretionary Profit Sharing Plan. The annual discretionary profit sharing contribution is determined by
       management after the end of the fiscal year. The liability recorded as of August 31, 2008 and 2007 for profit
       sharing was $66,981 and $58,358, respectively. The Company expects to pay the liability recorded as of
       August 31, 2008 in the first quarter of fiscal 2009. The total costs of the profit sharing plan were $68,349,
       $58,358, and $52,691 in fiscal 2008, 2007 and 2006, respectively.
           In the United Kingdom, the Company maintains and administers a defined contribution plan, the Accenture
       Retirement Savings Plan. The Company provides matching contributions up to certain amounts based upon the
       age of each eligible employee. The total costs of the plan were $70,863, $57,975 and $50,225 in fiscal 2008,
       2007 and 2006, respectively.
       12.     SHARE−BASED COMPENSATION
       Share Incentive Plan
            The Accenture Ltd 2001 Share Incentive Plan (the “SIP”) is administered by the Compensation Committee
       of the Board of Directors of Accenture Ltd and provides for the grant of nonqualified share options, incentive
       stock options, restricted share units and other share−based awards. A maximum of 375,000,000 Accenture Ltd
       Class A common shares are currently authorized for awards under the SIP. As of August 31, 2008,
       140,153,960 shares were available for future grants under the SIP. Accenture Ltd Class A common shares
       covered by awards that expire, terminate or lapse will again be available

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                                                            ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       for the grant of awards under the SIP. The Company issues new shares and shares from treasury for shares
       delivered under the SIP.
            A summary of information with respect to share−based compensation is as follows:

                                                                                                        Year Ended August 31,
                                                                                                    2008        2007        2006

       Total share−based compensation expense included in Net income                             $ 377,365    $ 306,795   $ 270,884
       Income tax benefit related to share−based compensation included in Net income               119,647      102,823      93,029
       Restricted Share Units
            Under the SIP, participants may be granted restricted share units, each of which represents an unfunded,
       unsecured right, which is nontransferable except in the event of death of the participant, to receive an Accenture
       Ltd Class A common share on the date specified in the participant’s award agreement. The restricted share units
       granted under this plan are subject to cliff or graded vesting, generally ranging from 2 to 10 years. For awards
       with graded vesting, compensation expense is recognized over the vesting term of each separately vesting
       portion. Compensation expense is recognized on a straight−line basis for awards with cliff vesting. Restricted
       share unit activity during the year ended August 31, 2008 was as follows:

                                                                                                           2008
                                                                                         Number of             Weighted Average
                                                                                       Restricted Share         Grant−Date Fair
                                                                                            Units                   Value

       Nonvested balance as of August 31, 2007                                               40,017,792       $              26.81
         Granted                                                                             13,576,452                      37.52
         Vested                                                                              (7,499,963)                     23.56
         Forfeited                                                                           (2,078,211)                     28.13

       Nonvested balance as of August 31, 2008                                               44,016,070       $              30.61

            As of August 31, 2008, there was $569,208 of total restricted share unit compensation expense related to
       nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of
       2.0 years. As of August 31, 2008, there were 10,669,753 restricted share units vested but not yet delivered as
       Accenture Ltd Class A common shares.
       Stock Options
            Stock options are granted to senior executives and other employees under the SIP. Options generally have an
       exercise price that is at least equal to the fair value of the Accenture Ltd Class A common shares on the date the
       option is granted. Options granted under the SIP are subject to cliff or graded vesting, generally ranging from 2
       to 10 years, and generally have a contractual term of 10 years. For awards with graded vesting, compensation
       expense is recognized over the vesting period of each

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                                                             ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       separately vesting portion. Compensation expense is recognized on a straight−line basis for awards with cliff
       vesting. Stock option activity for the year ended August 31, 2008 was as follows:

                                                                                   Weighted Average
                                                                                      Remaining
                                                         Weighted Average          Contractual Term       Aggregate Intrinsic
                           Number of Options              Exercise Price              (In Years)                Value

       Options
         outstanding
         as of
         August 31,
         2007                          42,872,677 $                        19.10                  5.4     $             954,027
         Granted                           52,704                          39.92
         Exercised                     (7,620,233)                         18.93
         Forfeited                       (324,084)                         22.40

       Options
         outstanding
         as of
         August 31,
         2008                          34,981,064        $                 19.14                  4.5     $             779,362

       Options
         exercisable
         as of
         August 31,
         2008                          32,789,179        $                 18.69                  4.3     $             745,341
       Options
         exercisable
         as of
         August 31,
         2007                          37,696,081                          18.45                  5.2                   863,541
       Options
         exercisable
         as of
         August 31,
         2006                          44,177,710                          17.35                  5.8                   522,702
          The weighted average remaining contractual term and aggregate intrinsic value for options outstanding as of
       August 31, 2006 was 6.3 years and $595,954, respectively.
            Other information pertaining to option activity is as follows:

                                                                                                    Year Ended August 31,
                                                                                                2008        2007        2006

       Weighted average grant−date fair value of stock options granted                      $     15.51   $     14.15   $     11.13
       Total fair value of stock options vested                                                  28,483        79,730       102,333
       Total intrinsic value of stock options exercised                                         150,711       249,004       197,111
           Cash received from the exercise of stock options was $144,260 and the income tax benefit realized from the
       exercise of stock options was $29,268 for the year ended August 31, 2008. As of August 31, 2008, there was
       $3,505 of total stock option compensation expense related to nonvested awards not yet recognized, which is
       expected to be recognized over a weighted average period of 1.6 years.
            The fair value of each option grant is estimated on the date of grant using the Black−Scholes−Merton option
       pricing model with the following weighted average assumptions.

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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

                                                                                          Year Ended August 31,
                                                                                        2008      2007       2006

       Expected life (in years)                                                           7.0          6.9          7.4
       Risk−free interest rate                                                           4.35%        4.65%        4.15%
       Expected volatility                                                                 33%          35%          37%
       Expected dividend yield                                                              1%           1%           1%
            For the three years ended August 31, 2008, the expected life of each award granted was calculated using the
       “simplified method” in accordance with SAB No. 107, “Share−Based Payment,” as amended by SAB No. 110,
       “Share−Based Payment.” The risk−free interest rate is based on the implied yield currently available on
       U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Expected volatility is based
       on historical volatility levels of Accenture Ltd Class A common shares. Expected dividend yield is based on
       historical dividend payments.
       Employee Share Purchase Plan
            The Accenture Ltd 2001 Employee Share Purchase Plan (the “ESPP”) is a nonqualified plan that allows
       eligible employee participants to purchase Accenture Ltd Class A common shares at a discount through payroll
       deductions. Under the ESPP, substantially all employees may elect to contribute 1% to 10% of their
       compensation during each semi−annual offering period (up to a per participant maximum of $7.5 per offering
       period) to purchase Accenture Ltd Class A common shares. The purchase price of the Accenture Ltd Class A
       common shares is 85% of the end of the offering period market price. A maximum of 75,000,000 Accenture Ltd
       Class A common shares may be issued under the ESPP. As of August 31, 2008, 53,327,243 Accenture Ltd
       Class A common shares had been issued under the ESPP. Under the ESPP, the Company issued
       5,618,568 shares, 5,080,185 shares and 6,406,441 shares to employees in fiscal 2008, 2007 and 2006,
       respectively.
       13.    SHAREHOLDERS’ EQUITY
       Accenture Ltd
       Preferred Shares
            The Company has 2,000,000,000 authorized preferred shares, par value $0.0000225 per share, the rights and
       preferences of which are currently undesignated. The Board of Directors of Accenture Ltd has the authority to
       issue the preferred shares in one or more series and to fix the rights, preferences, privileges and restrictions
       attaching to those shares, including dividend rights, conversion rights, voting rights, redemption terms and prices,
       liquidation preferences and the numbers of shares constituting any series and the designation of any series,
       without further vote or action by the shareholders.
            Any series of preferred shares could, as determined by Accenture Ltd’s Board of Directors at the time of
       issuance, rank senior to the Company’s common shares with respect to dividends, voting rights, redemption
       and/or liquidation rights. These preferred shares are of the type commonly known as “blank−check” preferred
       stock.
                                                               F−37
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Class A Common Shares
            Holders of Accenture Ltd’s Class A common shares are entitled to one vote per share and do not have
       cumulative voting rights. Each Class A common share entitles its holder to a pro rata part of any dividend at the
       times and in the amounts, if any, which Accenture Ltd’s Board of Directors from time to time determines to
       declare, subject to any preferred dividend rights attaching to any preferred shares. Each Class A common share is
       entitled on a winding−up of Accenture Ltd to be paid a pro rata part of the value of the assets of Accenture Ltd
       remaining after payment of its liabilities, subject to any preferred rights on liquidation attaching to any preferred
       shares.
       Class X Common Shares
            Holders of Accenture Ltd’s Class X common shares are entitled to one vote per share and do not have
       cumulative voting rights. Holders of Class X common shares are not entitled to receive dividends and are not
       entitled to be paid any amount upon a winding−up of Accenture Ltd. Most of the Company’s partners who
       received Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares in
       connection with the Company’s transition to a corporate structure received a corresponding number of Accenture
       Ltd Class X common shares. Accenture Ltd may redeem, at its option, any Class X common share for a
       redemption price equal to the par value of the Class X common share. Accenture Ltd has separately agreed with
       the original holders of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
       exchangeable shares not to redeem any Class X common share of such holder if the redemption would reduce the
       number of Class X common shares held by that holder to a number that is less than the number of Accenture
       SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares owned by that holder, as
       the case may be. Accenture Ltd will redeem Class X common shares upon the redemption or exchange of
       Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares so that the
       aggregate number of Class X common shares outstanding at any time does not exceed the aggregate number of
       Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares outstanding.
       Class X common shares are not transferable without the consent of Accenture Ltd.
       Equity of Subsidiaries Redeemable or Exchangeable for Accenture Ltd Class A Common Shares
       Accenture SCA Class I Common Shares
           Senior executives in certain countries, including the United States, received Accenture SCA Class I common
       shares in connection with the Company’s transition to a corporate structure. Only the Company’s current and
       former senior executives and their permitted transferees hold Accenture SCA Class I common shares. Each
       Accenture SCA Class I common share entitles its holder to one vote on all matters submitted to a vote of
       shareholders of Accenture SCA and entitles its holders to dividends and liquidation payments.
            Subject to the transfer restrictions in Accenture SCA’s Articles of Association, Accenture SCA is obligated,
       at the option of the holder, to redeem any outstanding Accenture SCA Class I common share at a redemption
       price per share generally equal to its current market value as determined in accordance with Accenture SCA’s
       Articles of Association. Under Accenture SCA’s Articles of

                                                              F−38
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Association, the market value of a Class I common share that is not subject to transfer restrictions will be deemed
       to be equal to (i) the average of the high and low sales prices of an Accenture Ltd Class A common share as
       reported on the New York Stock Exchange (or on such other designated market on which the Class A common
       shares trade), net of customary brokerage and similar transaction costs, or (ii) if Accenture Ltd sells its Class A
       common shares on the date that the redemption price is determined (other than in a transaction with any
       employee or an affiliate or pursuant to a preexisting obligation), the weighted average sales price of an Accenture
       Ltd Class A common share on the New York Stock Exchange (or on such other market on which the Class A
       common shares primarily trade), net of customary brokerage and similar transaction costs. Accenture SCA may,
       at its option, pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on a
       one−for−one basis. Each holder of Class I common shares is entitled to a pro rata part of any dividend and,
       subject to the rights of the holders of Class II common shares and Class III common shares, to the value of any
       remaining assets of Accenture SCA after payment of its liabilities upon dissolution.
       Accenture SCA Class II and Class III common shares
             On June 28, 2005, Accenture SCA’s shareholders approved certain amendments to the rights of Accenture
       SCA Class II common shares held by Accenture Ltd, as well as the creation of a new class of common shares
       known as “Class III common shares” into which all Class I common shares held by Accenture Ltd and its
       affiliates were reclassified. Accenture SCA Class II common shares and Class III common shares may not be
       held by any person other than the general partner of Accenture SCA and its subsidiaries. All Class I common
       shares that are sold or otherwise transferred to Accenture Ltd or its subsidiaries will be automatically reclassified
       into Class III common shares.
            Accenture SCA Class II common shares and Class III common shares (or any lettered sub−series of that
       class) are not entitled to any cash dividends. If the Board of Directors of Accenture Ltd authorizes the payment of
       a cash dividend on Accenture Ltd’s Class A common shares, Accenture Ltd, as general partner of Accenture
       SCA, will cause Accenture SCA to redeem Class II common shares and Class III common shares that Accenture
       Ltd holds to obtain cash needed to pay dividends on its Class A common shares. At any time that Accenture SCA
       were to pay a cash dividend on its Class I common shares, new Class II common shares and Class III common
       shares would be issued to the existing holders of Class II common shares and Class III common shares, in each
       case having an aggregate value of the amount of any cash dividends that the holders of those Class II or Class III
       common shares would have received had they ratably participated in the cash dividend paid on the Class I
       common shares.
            Each Class II common share entitles its holder to receive a liquidation payment equal to 10% of any
       liquidation payment to which a Class I common share entitles its holder. Each Class III common share entitles its
       holder to receive a liquidation payment equal to 100% of any liquidation payment to which a Class I common
       share entitles its holder.
       Accenture Canada Holdings Inc. Exchangeable Shares
            Partners resident in Canada and New Zealand received Accenture Canada Holdings Inc. exchangeable shares
       in connection with the Company’s transition to a corporate structure. Subject to the transfer restrictions contained
       in Accenture Ltd’s bye−laws, holders of Accenture Canada Holdings Inc. exchangeable shares may exchange
       their shares for Accenture Ltd Class A common shares on a

                                                               F−39
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                                                                         ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       one−for−one basis. The Company may, at its option, satisfy this exchange with cash at a price per share generally
       equal to the market price of an Accenture Ltd Class A common share at the time of the exchange. Each
       exchangeable share of Accenture Canada Holdings Inc. entitles its holder to receive distributions equal to any
       distributions to which an Accenture Ltd Class A common share entitles its holder.
       14.       MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY
       Share Purchase And Redemption Activity
           The Board of Directors of Accenture Ltd has authorized funding for the Company’s publicly announced
       open−market share purchase program for acquiring Accenture Ltd Class A common shares and for purchases and
       redemptions of Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture
       Canada Holdings Inc. exchangeable shares held by the Company’s current and former senior executives and their
       permitted transferees.
               The Company’s share purchase activity during the year ended August 31, 2008 was as follows:

                                                                                  Accenture SCA Class I Common
                                         Accenture Ltd Class A                     Shares and Accenture Canada
                                            Common Shares                        Holdings Inc. Exchangeable Shares                                Total
                                          Shares       Amount                       Shares              Amount                         Shares               Amount

       Open−market share
         purchases(1)                    10,250,028        $ 358,052                           —             $              —         10,250,028        $     358,052
       Other share purchase
         programs                          5,898,398           196,357(2)            41,757,115(3)                 1,592,938          47,655,513            1,789,295
       Other purchases(4)                  2,874,791           113,887                       —                            —            2,874,791              113,887

       Total                             19,023,217        $ 668,296                 41,757,115              $     1,592,938          60,780,332        $ 2,261,234

        (1) The Company conducts a publicly announced, open−market share purchase program for Accenture Ltd Class A common shares. These shares are held as
            treasury shares by one or more subsidiaries of Accenture Ltd and may be utilized to provide for select employee benefits, such as equity awards to the
            Company’s employees.

        (2) On February 1, 2008, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA, purchased 5,898,398 Accenture Ltd Class A common shares
            at a per share price of $33.29, resulting in a cash outlay of approximately $196,357. Shares from this transaction were purchased from certain former senior
            executives residing outside the United States.

        (3) Primarily represents purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares from
            current and former senior executives and their permitted transferees.

        (4) During the year ended August 31, 2008, as authorized under the Company’s various employee equity share plans, the Company acquired Accenture Ltd
            Class A common shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the
            delivery of Accenture Ltd Class A common shares under those plans.

           On October 25, 2007, the Board of Directors of Accenture Ltd authorized an additional $3,000,000 for share
       purchases. Management has discretion to use this authorization for purchases under either the Company’s
       publicly announced open−market share purchase program or its other share purchase programs. As of August 31,
       2008, the Company’s aggregate available authorization was $2,502,959.

                                                                                    F−40
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                                                     ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       Other Share Redemptions
            During fiscal 2008, the Company issued 11,130,150 Accenture Ltd Class A common shares upon
       redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to the Company’s
       registration statement on Form S−3 (the “registration statement”) filed on May 15, 2007. The registration
       statement allows the Company, at its option, to issue freely tradable Accenture Ltd Class A common shares in
       lieu of cash upon redemptions of Accenture SCA Class I common shares held by the Company’s senior
       executives, former executives and their permitted transferees.
       Subsequent Event
            On September 24, 2008, Accenture Ltd declared a cash dividend of $0.50 per share on its Class A common
       shares for shareholders of record at the close of business on October 10, 2008. Accenture Ltd will cause
       Accenture SCA to declare a cash dividend of $0.50 per share on its Class I common shares for shareholders of
       record at the close of business on October 7, 2008. Both dividends are payable on November 17, 2008. The
       payment of the cash dividends will result in the issuance of an immaterial number of additional restricted share
       units to holders of restricted share units.
       15.    LEASE COMMITMENTS
            The Company has operating leases, principally for office space, with various renewal options. Substantially
       all operating leases are non−cancelable or cancelable only by the payment of penalties. Rental expense in
       agreements with rent holidays and scheduled rent increases is recorded on a straight−line basis over the lease
       term. Rental expense including operating costs and taxes and sublease income from third parties during the year
       ended August 31, 2008, 2007 and 2006 was as follows:

                                                                                            August 31,
                                                                               2008           2007             2006

       Rental expense                                                       $ 515,161       $ 452,938       $ 413,722
       Sublease income from third parties                                      37,625          35,147          29,249
            Future minimum rental commitments under non−cancelable operating leases as of August 31, 2008, were as
       follows:

                                                                               Operating                  Operating
                                                                                 Lease                    Sublease
                                                                               Payments                    Income

       2009                                                                $          426,698         $        (37,276)
       2010                                                                           334,684                  (34,272)
       2011                                                                           265,139                  (27,300)
       2012                                                                           197,310                  (24,908)
       2013                                                                           161,134                  (24,078)
       Thereafter                                                                     874,770                  (96,199)

                                                                           $        2,259,735         $       (244,033)


                                                             F−41
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                                                      ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       16.    COMMITMENTS AND CONTINGENCIES
       Guarantees
           The Company has the right to purchase substantially all of the remaining outstanding shares of Avanade not
       owned by the Company at fair value if certain events occur. The Company may also be required to purchase
       substantially all of the remaining outstanding shares of Avanade at fair value if certain events occur.
            The Company has various agreements in which it may be obligated to indemnify other parties with respect
       to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal
       course of business under which the Company customarily agrees to hold the indemnified party harmless against
       losses arising from a breach of representations related to such matters as title to assets sold, licensed or certain
       intellectual property rights and other matters. Payments by the Company under such indemnification clauses are
       generally conditioned on the other party making a claim. Such claims are typically subject to challenge by the
       Company and to dispute resolution procedures specified in the particular contract. Further, the Company’s
       obligations under these agreements may be limited in terms of time and/or amount and, in some instances, the
       Company may have recourse against third parties for certain payments made by the Company. It is not possible
       to predict the maximum potential amount of future payments under these indemnification agreements due to the
       conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically,
       the Company has not made any payments under these agreements that have been material individually or in the
       aggregate. As of August 31, 2008, management was not aware of any obligations arising under such
       indemnification contracts that would require material payments.
            From time to time, the Company enters into contracts with clients whereby it has joint and several liability
       with other participants and/or third parties providing related services and products to clients. Under these
       arrangements, the Company and other parties may assume some responsibility to the client or a third party for the
       performance of others under the terms and conditions of the contract with or for the benefit of the client or in
       relation to the performance of certain contractual obligations. In some arrangements, the extent of the Company’s
       obligations for the performance of others is not expressly specified. As of August 31, 2008, the Company
       estimates that it had assumed an aggregate potential liability of approximately $1,285,000 to its clients for the
       performance of others under arrangements described in this paragraph. These contracts typically provide recourse
       provisions that would allow the Company to recover from the other parties all but approximately $17,000 if the
       Company is obligated to make payments to the clients that are the consequence of a performance default by the
       other parties. To date, the Company has not been required to make any significant payments under any of the
       contracts described in this paragraph.
       Legal Contingencies
            As of August 31, 2008, the Company or its present personnel had been named as a defendant in various
       litigation matters. The Company and/or its personnel also from time to time are involved in investigations by
       various regulatory or legal authorities concerning matters arising in the course of its business around the world.
       Based on the present status of these matters, management believes these matters will not ultimately have a
       material effect on the Company’s results of operations or financial condition.
                                                               F−42
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                                                                          ACCENTURE LTD
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                  (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
       17.      SEGMENT REPORTING
            Operating segments are defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and
       Related Information” (“SFAS No. 131”), as components of an enterprise about which separate financial
       information is available that is evaluated regularly by the chief operating decision maker, or decision−making
       group, in deciding how to allocate resources and in assessing performance.
           The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s operating
       segments are managed separately because each operating segment represents a strategic business unit providing
       management consulting, technology and outsourcing services to clients in different industries.
           The Company’s reportable operating segments are the five operating groups, which are Communications &
       High Tech, Financial Services, Products, Public Service (known as “Government” prior to September 1,
       2007) and Resources. Information regarding the Company’s reportable operating segments is as follows:
     Year
    Ended
   August 31:                                              Comm. &          Financial                           Public
     2008                                                  High Tech        Services        Products(3)       Service(3)      Resources           Other          Total

       Revenues before reimbursements                     $ 5,449,737     $ 5,005,039      $ 6,068,589      $ 2,870,765      $ 3,963,477      $    29,195    $ 23,386,802
       Depreciation(1)                                         72,924          69,566           78,849           42,658           54,866               —          318,863
       Operating income                                       656,785         660,560          863,893          260,245          570,099               —        3,011,582
       Assets as of August 31(2)                              816,081         303,364          522,526          638,371          480,202          (28,262)      2,732,282
                              2007
       Revenues before reimbursements                     $ 4,600,460     $ 4,357,327      $ 4,913,220      $ 2,560,530      $ 3,242,596      $    21,681    $ 19,695,814
       Depreciation(1)                                         57,294          62,053           58,361           40,632           42,150               —          260,490
       Operating income                                       581,780         490,433          669,201          272,411          478,794               —        2,492,619
       Assets as of August 31(2)                              774,748         108,180          456,967          451,596          332,719           22,428       2,146,638
                              2006
       Revenues before reimbursements                     $ 4,177,061     $ 3,558,147      $ 4,010,698      $ 2,221,121      $ 2,665,778      $    13,586    $ 16,646,391
       Depreciation(1)                                         58,307          57,437           47,350           60,421           43,339               —          266,854
       Operating income                                       630,502         387,786          399,853           83,416          339,502               —        1,841,059
       Assets as of August 31(2)                              550,333          86,733          357,364          528,415          316,399           21,239       1,860,483
        (1) This amount includes depreciation on property and equipment controlled by each operating segment, as well as an allocation for depreciation on property and
            equipment they do not directly control.

        (2) Operating segment assets directly attributed to an operating segment and provided to the chief operating decision maker include Receivables from clients,
            current and non−current Unbilled services, Deferred contract costs and current and non−current Deferred revenues.

        (3) During the second quarter of fiscal 2006, in connection with certain large, long−term contracts (the “NHS Contracts”), the Company recorded a $450,000
            aggregate loss provision that was reflected in Cost of services. The Company later entered into an agreement to transfer to a third party the majority of its
            rights and obligations under the NHS Contracts. This agreement resulted in a $339,000 reduction in net revenues in the fourth quarter of fiscal 2006, which
            was offset by a $339,000 decrease in Cost of services, including a reversal of the remainder of the loss provision recorded earlier in fiscal 2006. These
            adjustments were reflected in the operating results of the Company’s Products and Public Service operating groups.

           The accounting policies of the operating segments are the same as those described in Note 1 (Summary of
       Significant Accounting Policies) to these Consolidated Financial Statements.

                                                                                      F−43
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                                                                ACCENTURE LTD
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                 (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
           Revenues are attributed to geographic areas and countries based on where client services are supervised.
       Information regarding geography and countries is as follows:

    Year
   Ended
  August 31:                                                    Americas          EMEA(1)       Asia Pacific          Total

                               2008
       Net revenues                                         $    9,725,808    $ 11,545,905     $ 2,115,089      $ 23,386,802
       Reimbursements                                              961,683         749,232         216,109         1,927,024

       Revenues                                                 10,687,491        12,295,137      2,331,198          25,313,826
       Long−lived assets as of August 31                           280,812           295,301        224,051             800,164
                               2007
       Net revenues                                         $    8,482,646    $    9,533,746   $ 1,679,422      $ 19,695,814
       Reimbursements                                              869,589           705,851       181,493         1,756,933

       Revenues                                                  9,352,235        10,239,597      1,860,915          21,452,747
       Long−lived assets as of August 31                           320,835           268,355        218,879             808,069
                               2006
       Net revenues                                         $    7,741,139    $    7,643,712   $ 1,261,540      $ 16,646,391
       Reimbursements                                              824,750           637,152       120,073         1,581,975

       Revenues                                                  8,565,889         8,280,864      1,381,613          18,228,366
       Long−lived assets as of August 31                           330,185           247,944        149,563             727,692
        (1) EMEA includes Europe, Middle East and Africa.

           The Company conducts business in the following countries that individually comprised more than 10% of
       consolidated net revenues within the three years ended August 31, 2008:

                                                                                                 Year Ended August 31,
                                                                                               2008      2007       2006

       United States                                                                             34%           36%            39%
       United Kingdom                                                                            12            14             13
           The Company conducts business in the following countries that hold more than 10% of its total consolidated
       long−lived assets, as follows:

                                                                                                        August 31,
                                                                                               2008       2007          2006

       United States                                                                             29%           34%            40%
       United Kingdom                                                                            10            11             13
       India                                                                                     15            15             11

                                                                       F−44
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                                                           ACCENTURE LTD
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
             Net revenues by type of work are as follows:

                                                                                        Year Ended August 31,
                                                                          2008                  2007                             2006

       Consulting                                                  $      14,117,186          $      11,856,263          $        9,892,128
       Outsourcing                                                         9,269,616                  7,839,551                   6,754,263

         Net revenues                                                     23,386,802                 19,695,814                  16,646,391
       Reimbursements                                                      1,927,024                  1,756,933                   1,581,975

          Revenues                                                 $      25,313,826          $      21,452,747          $       18,228,366

       18.     QUARTERLY DATA (unaudited)

                                            First               Second                Third                Fourth
       Year
       Ended
       August 31,
       2008                                Quarter              Quarter              Quarter               Quarter                Annual

       Net revenues                    $     5,673,913      $     5,611,314      $     6,102,059       $     5,999,516       $    23,386,802
       Reimbursements                          428,044              446,309              491,142               561,529             1,927,024
         Revenues                            6,101,957            6,057,623            6,593,201             6,561,045            25,313,826
       Cost of services before
         reimbursable expenses               3,968,836            3,958,264            4,179,378             4,094,739            16,201,217
       Reimbursable expenses                   428,044              446,309              491,142               561,529             1,927,024
         Cost of services                    4,396,880            4,404,573            4,670,520             4,656,268            18,128,241
       Operating income                        726,399              638,057              862,154               784,972             3,011,582
       Net income                              381,285              406,557              469,089               434,820             1,691,751
       Weighted average Class A
         common shares:
         — Basic                           611,842,254          608,472,725          606,513,399           617,165,786           610,949,205
         — Diluted                         839,271,348          827,974,896          816,421,753           809,944,127           822,371,710
       Earnings per Class A common
         share:
         — Basic                       $            0.62    $           0.67     $            0.77     $          0.70       $           2.77
         — Diluted                     $            0.60    $           0.64     $            0.74     $          0.67       $           2.65
       Common stock price per share:
         — High                        $         42.32      $          38.44     $         42.04       $         42.00       $          42.32
         — Low                         $         33.03      $          31.91     $         32.42       $         38.02       $          31.91


                                                                   F−45
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                                                           ACCENTURE LTD
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
               (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

                                            First               Second             Third              Fourth
       Year
       Ended
       August 31,
       2007                                Quarter              Quarter           Quarter             Quarter           Annual

       Net revenues                    $     4,754,088      $     4,749,838   $     5,081,804     $     5,110,084   $    19,695,814
       Reimbursements                          412,271              419,515           461,880             463,267         1,756,933
         Revenues                            5,166,359            5,169,353         5,543,684           5,573,351        21,452,747
       Cost of services before
         reimbursable expenses               3,321,844            3,344,772         3,471,962           3,515,763        13,654,341
       Reimbursable expenses                   412,271              419,515           461,880             463,267         1,756,933
         Cost of services                    3,734,115            3,764,287         3,933,842           3,979,030        15,411,274
       Operating income                        609,592              559,392           681,529             642,106         2,492,619
       Net income                              284,232              296,722           345,400             316,794         1,243,148
       Weighted average Class A
         common shares:
         — Basic                           598,612,668          604,326,019       607,421,151         606,280,399       604,128,805
         — Diluted                         875,778,847          867,842,561       859,715,775         847,442,949       862,431,623
       Earnings per Class A common
         share:
         — Basic                       $            0.47    $          0.49   $            0.57   $          0.52   $          2.06
         — Diluted                     $            0.46    $          0.47   $            0.54   $          0.50   $          1.97
       Common stock price per share:
             — High                    $         35.17      $         39.25   $         41.19     $         44.03   $         44.03
             — Low                     $         28.28      $         33.45   $         34.28     $         37.25   $         28.28
                                                                   F−46
                                                                                                                                                 Exhibit 10.10
                                                               SERVICE AGREEMENT
                                                             FOR MANAGING DIRECTORS
between
                                                                       Accenture GmbH
                                                                     Campus Kronberg 1
                                                                        61476 Kronberg
                                                          (hereinafter referred to as the “Company”)
and
                                                           (hereinafter referred to as “Employee”)
Article 1 – Position and Scope of Duties
1.1 Employee is appointed Managing Director (Geschäftsführer) of the Company by shareholder’s resolution. The Company shall be entitled to appoint
     additional Managing Directors. The Company may ask the Managing Director to resign from the office as a Managing Director or the Company may
     revoke the appointment as a Managing Director without affecting this Service Agreement, when the Managing Director is working for more than two
     months permanently on projects outside of Germany.
1.2 Employee shall represent the Company in accordance with the laws of Germany, the statutes (“Satzung”) of the Company, the policies of Accenture
     (the term Accenture – hereinafter referred to as “Accenture” — shall include all Accenture subsidiaries and affiliates of Accenture Ltd.), the rules for
     the Managing Directors of the Company (in particular any rules of procedure — Geschäftsordnung) as amended from time to time and this Service
     Agreement. Employee shall be entitled to represent the Company jointly together with another Managing Director or a holder of General Commercial
     PoA (Prokurist). In accordance with the current signing policy and other applicable policies of
     Accenture he may also sign together with a holder of General PoA (Generalbevollmächtigter). The restrictions set out in Section 181 German Civil
     Code (§ 181 Bürgerliches Gesetzbuch) (prohibition of self−contracting) shall apply.

1.3 Employee shall be obliged to consult and manage Accenture’s and the Company’s business applying the diligence of a prudent businessman and in
    accordance with the management regulations of the Company and the Accenture policies, as issued and amended from time to time. Employee will on
    his own initiative inform himself about the current version of such policies which will be published in the intranet by the Company and Accenture. He
    shall follow any directives from the shareholders or their representatives and cooperate with the Supervising Senior Executive of Accenture. The
    Supervising Senior Executive, a Senior Executive Level of Responsibility 1 — 3, shall be determined or re−determined from time to time by the
    Country Managing Director (hereinafter the “CMD”) as representative of the shareholders.

1.4 Employee shall belong to the Growth Platform Systems Integration & Technology in ASG. Employee may carry the title “Senior Executive” internally
    and the external title “Senior Managing Director” in accordance with the policies of the Accenture Group as amended from time to time.

1.5 The Company may assign further tasks to Employee and determine an allocation of responsibilities in a managerial sense. Such tasks may include
    (i) work in various locations inside and outside Germany for a period of 6 or more months or permanently and/or (ii) work at the premises of a client,
    customer or supplier. Apart from such assignment Employee is furthermore prepared to travel extensively inside and outside Germany as business
    requires. Employee shall work whatever hours are required for the fulfillment of his tasks.
1.6 Employee may be asked to become Managing Director of affiliates of the Company within Accenture. In such case, this Service Agreement shall apply
     as well. The Company may at any time require from Employee to resign from such position.
Article 2 – Limits for the Power of Representation
Employee shall be entitled to all business transactions required in the daily course of business of the Company. All other transactions require the prior
consent of the shareholders, especially those transactions which are in contradiction or deviation to Accenture policies or Company rules.
Article 3 – Other Activities
3.1 Employee shall devote his full working time and ability to the business of Accenture. Any other direct or indirect professional activity including part
     time activities shall be subject to the prior written consent of the Company that may deny such consent if such activity is not in the interest of
     Accenture. The same shall apply for representation activities and honorary functions.
3.2. Scientific and literary activity shall be permitted, provided that the Company is informed prior to publication and such activity does not adversely
      affect the working capacity of Employee, does not give rise to the divulging of confidential information, or is in any other way not in the interest of the
      Company. Any use of the Company’s name shall require prior approval of the Company. Article 8 of this Service Agreement shall remain unaffected.
3.3. Employee declares hereby that he took full notice of, and undertakes to comply with, all relevant Insider Trading Rules (e.g. Wertpapierhandelsgesetz,
      SEC Rules, FCPA).
3.4. Employee is not entitled to accept any benefits from third parties linked with the former, present or future services of Accenture unless these benefits
      are within the range of the respective tax relief through depreciation allowance for the presenter and appropriate within the context these benefits are
      offered. In any case Employee has to avoid the appearance of corruptibility.
Article 4 – Remuneration
4.1 Employee shall be entitled to an annual base compensation which shall be reviewed annually. The annual base compensation shall be paid in 12 equal
     monthly installments, payable in arrears. The annual base compensation may be adjusted for participation in the Company car plan and insurances.
4.2. For each compensation year the base compensation shall be calculated on Employee’s Base Units and the compensation year’s local market based
      Earnings per Unit (EPU) for Germany, in accordance with the applicable Accenture senior executive compensation model and policies. Base Units are
      dependent on the then current role and responsibility; the Company reserves its right to realign – either up or down – Employee’s role and
      responsibility from time to time. Base Units and the local market based EPU may vary and are determined by Accenture from time to time.
4.3 Employee is eligible to receive a yearly individual performance bonus based on his personal performance as defined by the Company in its own
     discretion and laid out in the applicable policies. The individual performance bonus shall be calculated on a yearly basis after the end of the fiscal year.
     The individual performance bonus is granted by the Company as a result of the performance management process. The performance management
     process requires an agreement on individual objectives at the beginning of the fiscal year. In case no agreement is reached by such time, the formerly
     agreed objectives shall remain applicable. The shareholders or their representatives will evaluate at the end of the fiscal year whether the objectives
     were met. The method of calculation of the individual performance bonus is related to the relative performance rating determined by the Company and
     may be amended from time to time.                st                th
4.4 The compensation year runs from December 1 to November 30 of the following year.
4.5 The annual amount of both, the base compensation and the structure and details of the individual performance bonus shall be communicated in the
     annual compensation letter which shall apply for the respective compensation year and shall become an integral part of this Service Agreement.
4.6 In addition the Company may grant to Employee an annual bonus based on his personal performance and on the overall performance of Accenture and
     in accordance with applicable policies. The Company reserves the right to amend or terminate the aforementioned bonus without notice at any time.
     Any bonus shall constitute voluntary payments for a single year. There shall be no claim and title for the future, even if such payment has been
     received several times.
4.7 Any and all payments to Employee, which are not governed by this Agreement shall be deemed voluntary and shall not constitute any obligation for
     future payments of the Company, if not confirmed in writing.
4.8 The provisions of sections 4.1 through 4.5 shall constitute the remuneration for all activities which Employee shall perform under this Service
     Agreement. Employee shall not be entitled to any additional compensation for overtime work, including work on weekends and statutory holidays
     and/or for work for another Accenture company.
4.9 The Company shall bear the employer portion of the mandatory social security contribution (Arbeitgeberanteil, Sozialversicherungsbeiträge) including
     contributions to state unemployment and medical insurance according to German law. In case Employee opts for private medical insurance instead of
     state medical insurance, the Company shall bear half of the contributions up to the maximum to be paid as mandatory medical insurance contribution.
4.10 Employee is entitled to participate in the Senior Executive Pension Plan for Senior Executives Level of Responsibility 1 — 3.
Article 5 – Other Benefits
5.1 Travel expenses and any other necessary expenses reasonably incurred by Employee in the furtherance of the Company’s business shall be reimbursed
     against presentation of vouchers in accordance with the applicable policies and guidelines of Accenture and the applicable tax provisions.
5.2 The Company shall in accordance with the Company Car Program provide Employee with a company car for business and private use. Further details
     including regulations concerning cost coverage are stipulated in the respective policy as amended from time to time.
5.3 The Company shall provide insurance for Employee covering specified risks in accordance with the applicable Accenture policy as amended from time
     to time.
5.4 Accenture Ltd., Bermuda, operates an Equity Program which Employee is entitled to participate in, in accordance with its terms and conditions as
     amended from time to time. Employee acknowledges no legal claim and title for payment arises from this program against the Company.
Article 6 – Inability to Perform Duties
6.1. In case Employee should become unable to perform his duties under this Service Agreement, he shall inform the Company and his Supervising Senior
      Executive immediately about his inability, including the anticipated duration of his inability. In case such inability is due to illness and will last for
      more than two working days, Employee shall provide the Company/his HR Representative with an appropriate medical certificate confirming
      incapacity for work and its anticipated duration. If business appointments are affected, Employee shall inform the company and draw their attention to
      work which is to be completed urgently, in order to allow adequate replacement.
6.2 If Employee is prevented from fulfilling his duties under this Service Agreement due to reasons which he is not responsible for, he shall be
     continuously paid for a period of six weeks. In addition to this, the Accenture policies, in its current version at the relevant point in time may provide
     for a longer period of continued payment. In order to cover additional risks due to inability to perform his duties, Employee shall be required to take
     out insurance at his own expense as stipulated in the respective Accenture policy as amended from time to time.
6.3 Employee shall assign to the Company, and the Company shall accept such assignment, any claim for damages he may have against a third party in
     connection with his inability to work up to the amount of damages incurred to the detriment of the Company, and shall provide the Company with all
     necessary assistance to enforce such assignment.
Article 7 – Vacation
7.1 Employee shall be entitled to annual vacation of 25 working days.
7.2 Vacation time shall be coordinated with the Supervising Senior Executive taking into consideration the personal wishes of Employee, the vacation
     plans of other managing directors and employees, and the best interests of the Company.
7.3 Vacation time not taken in a certain calendar year may be carried forward to the next calendar year. Vacation time carried forward must be taken until
     the end of the fiscal year. Vacation time not taken until then shall be forfeited if it exceeds a vacation account balance of 300 hours.
Article 8 – Confidentiality, Client Protection, Data Protection
8.1 Employee herewith accepts a strict duty of secrecy and confidentiality with respect to
    –      all trade secrets and any other information related to the business of Accenture which are not in the public domain, and

    –      all information, documents and other materials or data media of clients of Accenture.
8.2 Employee shall not directly or indirectly disclose or make use of the Accenture’s knowledge capital for any other purpose than a purpose of the
    Company or Accenture. Accenture’s knowledge capital includes all information, documents and any other materials or data media containing
    intellectual property of the Company or Accenture, especially working procedures, guidelines and best practices, development or solution tools,
    methodologies, models, programs, program modules, etc., gained within the scope of all business and client relationships that could be valuable for
    Accenture either internally or in further projects for clients.
8.3 Employee shall not solicit or assist or facilitate the solicitation of any employee of Accenture with the intention of causing them to render services to
    other persons or enterprises, if not otherwise clearly instructed by the shareholder.
8.4 Employee shall not be entitled to copy, duplicate, access or otherwise appropriate confidential information for his own or for any third parties’ use or
    benefit.
8.5 Upon termination of this Service Agreement or in the event of leave of absence or suspension from work, Employee shall immediately return all
     confidential or client related information, including any work he has produced during his service for Accenture, and any embodiments, copies or other
     reproductions thereof. The Company may demand return of all documents and information as soon as notice of termination of this Service Agreement
     is given or Employee would be suspended from work. Provisions 8.1 to 8.4 shall continue to apply after termination of this Service Agreement.
8.6 Employee herewith acknowledges that (i) the Company or Accenture will process personal data relating to him and (ii) he will have access to and
     process personal data about third parties and/or the Company. Employee agrees to be bound by and to abide with the Accenture policies regarding
     processing of personal data, as amended and disclosed internally from time to time and agreed to in the “Data Privacy Compliance Consent Form”
     including its exhibit shall form an integral part of this Service Agreement and which is kept in his Personnel File.
Article 9 – Intellectual Property
9.1 At the beginning of the services Employee shall notify to the Company any and all technical innovations made or substantially completed by him alone
     or together with third parties, regardless of the possibility to get a patent for this innovation, which could be exploited by the Company for business
     activities. Employee shall also inform the Company whether he is in the position to grant the necessary utilization rights to the Company.
9.2 Employee shall grant to the Company an exclusive, unrestricted, perpetual and world wide license (hereinafter the “License”) to all copyright protected
     Works, including, without limitation, computer programs as defined in Section 69a German Copyright Act (Urheberrechtsgesetz), laboratory or
     production reports, manuals and related materials originated, conceived, written and/or made by him solely or jointly with others during the term of this
     Service Agreement (hereinafter the “Works”), be it as a consequence of the services or coincidentally.

     Such License shall include, inter alia, the right of the Company to use, publish, reproduce, disseminate, record in digital or analogue form on picture,
     data and sound carriers of all kinds, and reproduce and disseminate same, each in physical and non−physical form, against or without remuneration. In
     particular, the License shall also include the authority to make the Work available interactively by electronic means. The Company shall be further
     entitled to adapt, modify, and combine with other Works, the Works created by
     Employee and to use and exploit the Works so adapted, modified or combined with other Works, to the extent set forth hereinbefore.

9.3 The Company shall have the right to exploit the License either through itself or through third parties, either in whole or in part. Therefore, the License
    granted shall be transferable and sub−licensable.
9.4 With respect to any former or future employment relationship between Employee and the Company the above Articles 9.1 — 9.3 are without prejudice
    to Section 69b German Copyright Act (Urheberrechtsgesetz). For the avoidance of doubt, the Company and Employee hereby acknowledge that an
    agreement in the sense of Section 69b German Copyright Act must be in written form.
9.5 Employee shall undertake not to make use of his personal rights in accordance with sections 12, 14, 25, 39 German Copyright Act
    (Urheberrechtsgesetz). Employee shall further undertake to make use of his rights under section 41 German Copyright Act no earlier than five (5)
    years from the date the Work is created by him. The Company shall consider and take into account the interest of Employee as far as this is
    economically and technically reasonable. The Company, in particular in the case of computer programs as defined in Section. 69a German Copyright
    Act (Urheberrechtsgesetz), shall be free to choose a title for the Works and, in doing so, shall not be obliged to state Employee’s name.
9.6 Employee and the Company agree that all Works subject to the License granted under Articles 9.2 – 9.5 shall be part of the job description as set forth
    in Article 1 above and shall be fully compensated under the remuneration provided in Article 4 above.
9.7 Employee shall inform the Company about any and all inventions and qualified proposals for technical improvements (hereinafter the “Inventions”) he
    may have made during his services, be it as a consequence of the services or coincidentally. Employee hereby transfers to the Company exclusively,
    without limitation as to time or territory, any and all rights to such Inventions. Employee shall further undertake to provide the Company with any
    required documentation and to make all necessary signatures, if needed e.g. for an application of a domestic or foreign protective right. Article 9.6 shall
    apply accordingly to such Inventions.
9.8 With respect to any other intellectual property rights created by Employee solely or jointly with others during the term of this Service Agreement, be it
    as a consequence of the services or coincidentally, and with the exception of Works (Article 9.2) as well as
     Inventions (Article 9.7) Employee transfers to the Company exclusively, without limitation as to time or territory, any and all rights thereto. Article 9.6
     shall apply accordingly to such intellectual property rights.

9.9 The “Restrictions on Business Activities after Resignation, Removal or Retirement” attached to this Service Agreement shall apply and form an
     integral part of this Service Agreement.
Article 10 – Term of Employment and Notice
10.1 This Service Agreement shall be valid as of          and shall end, without the need to give notice, on        . Employee and the Company shall be
      entitled to terminate this Service Agreement by giving six (6) months prior notice effective to the end of a calendar month.
10.2 Employee ensures being in possession of any and all administrative authorizations required to perform the contractual duties (e.g. valid residence
      permit). The service agreement automatically terminates if (i) any such required administrative authorization is cancelled or discontinued and (ii) at
      the time of cancellation of discontinuation the render or extension of the required authorization can not reasonably be expected within a period of one
      month.
10.3 In case this Service Agreement will be terminated – no matter for what reason and on what grounds and irrespective of whether such notice is given
      by Employee or by the Company, regardless of the reason of such termination – the Company shall be entitled to suspend and release Employee from
      work at any time. In such case the Company shall continue to pay the annual compensation pursuant to Sections 4.1 and 4.2 of this Service
      Agreement. Vacation time not taken until suspension and release date shall be set off against suspension/release time. Suspension time shall not count
      for calculating any bonus.
10.4 The right of both parties to terminate for cause shall remain unaffected.
10.5 Notice of termination must be given in writing.
10.6 In case of termination of this Service Agreement and/or revocation of appointment to Senior Executive Level of Responsibility 1 — 3, the Company
      shall be entitled to terminate any other position or membership of Employee held in Accenture or on behalf of the Company. Employee shall take the
      appropriate steps and provide assistance to the Company to this effect.
10.7 In case of release from work, it shall be at the sole discretion of the Company to determine regulations regarding the use and return of the company
      car and technical equipment such as notebook and mobile phone, as well as the use of offices and infrastructure and the deletion of access rights.
Article 11 – Obligation to enforce claims
Both parties shall assert claims resulting from this contract in writing and no later than 6 months after due date of the claims, otherwise the claims will
expire. This does not apply to claims resulting from the company car account. Theses claims will expire 2 years after their due date. Additionally, the terms
and conditions of the company car program apply.
Article 12 – Replacement of former Agreements and Contracts
This Service Agreement shall supersede and replace all other previous contracts of employment between Employee and the Company.
Article 13 – Final Provisions
13.1 Employee undertakes to regularly notice all Accenture global and local policies, guidelines and regulations as published in the Intranet of Accenture,
      currently under          . Employee hereby explicitly undertakes and agrees to all provisions in these programs, guidelines and policies including the
      Code of Business Ethics.
13.2 Employee shall inform the Company of changes of his private address in writing without undue delay. In the event Employee is entitled to any
      benefits from the Companies pension plans or Accenture Ltd. Equity Program outlasting the duration of this Service Agreement, this provision shall
      also apply after termination of this Service Agreement.
13.3 Any amendments of or additions to this Service Agreement shall be made in writing. This shall also apply to any modifications or termination of this
     written form clause.
13.4 If any provision of this Service Agreement is held to be invalid, the remaining provisions shall remain valid, and the invalid provision shall be
     replaced by such valid one which shall have the closest admissible economic effect. The same shall apply in the event that the Service Agreement is
     found to be incomplete.
13.5 This Service Agreement shall be governed and construed in accordance with German law.

Accenture GmbH




Employee
Annex A
RESTRICTIONS ON BUSINESS ACTIVITIES AFTER RESIGNATION; REMOVAL OR RETIREMENT
(A) Employee acknowledges that he occupies a position of special trust and confidence with respect to the Company and its Senior Executives.

     Belonging to the group of Senior Executives Level of Responsibility 1 — 3 imposes the obligation to act in a stewardship capacity with respect to the
     preservation and development of the Company and its resources for the benefit of future, as well as present, Managing Directors and employees.

     Employee further acknowledges that the successful development and marketing of the Company’s professional services and products require
     substantial research and development of unique methodologies, technologies (including computer software) and training programs. Such efforts
     generate for the Company valuable proprietary or confidential information (“Company information”) which gives the Company a business advantage
     over others who do not have such information. Company information includes, but is not limited to, Company business plans, practice methodologies
     and technologies (including computer software), training materials, personnel information, client lists and confidential client information, information
     regarding the business needs, strategies and technologies of present and prospective clients and internal Company publications.

     In recognition of Employee’s special relationship with the Company and the fiduciary duties arising therefrom, and in acknowledgement that each
     Senior Executive Level 1 — 3 will have obtained knowledge of company information during his membership in the Company, Employee undertakes
     the following obligations which he confirms have been reasonably designed to protect the Company’s legitimate business interests without
     unnecessarily or unreasonably restricting his professional opportunities in the event that he resigns, retires, or is removed as a member of the
     Company:
      (1) Employee shall return all Company property (including Company information) upon his resignation, retirement or removal from the Company,
             and he shall, both during and after his service as a Managing Director of the Company, refrain from using or disclosing Company information
             for his own account or the account of any person other than the Company without the prior written approval of the Supervising Senior
             Executive, unless the portion of the information to be used or disclosed has become generally and lawfully known to the Company’s
             competitors.
      (2)   Employee shall not, at any time during which he is a Managing Director of the Company and for twelve (12) months after his resignation,
            retirement or removal from the Company, whether for his own account or for the account of any person other than an Affiliated Company,
            directly or indirectly, endeavor to solicit away from the Company or an Affiliated Company, or facilitate the solicitation away from the
            Company or an Affiliated Company, of any client of the Company or an Affiliated Company.

      (3)   Employee shall not, at any time during which he is a Managing Director of the Company and for twelve (12) months after his resignation,
            retirement or removal from the Company, whether for his own account or for the account of any person other than an Affiliated Company,
            directly or indirectly, induce away from the Company or an Affiliated Company, or facilitate the inducement away from the Company or an
            Affiliated Company of, any personnel of the Company or an Affiliated Company or interfere with the faithful discharge by such personnel of
            their contractual and fiduciary obligations to serve the Company’s or the Affiliated Company’s interests and those of its clients of undivided
            loyalty.
(B) Employee recognizes and agrees that a breach of any of the provisions of this Annex A will immediately and irreparably harm the Company’s
    business, including but not limited to the Company’s valuable business relations with its actual and prospective clients, and that compensatory
    damages cannot be calculated readily and are in any event an inadequate remedy. Accordingly, Employee acknowledges that the Company shall
    therefore be entitled to injunctive and other relief including forfeiture to it of any Senior Executive benefits, if permitted by law. In addition, Employee
    agrees to reimburse the Company for all costs and expenses, including reasonable attorneys’ fees, which the Company incurs in connection with the
    enforcement of its rights under this Annex A. Furthermore, Employee agrees to pay a contractual penalty in the amount of three monthly salaries last
    received for each incident of breach of any of the provisions of this Annex A “Monthly salary” shall be calculated as overall remuneration received
    during the past twelve months divided by twelve. In case of a permanent violation the contractual penalty shall be due for each commenced calendar
    month.
(C) “Client” as used herein above shall mean any person or entity for whom the Company or an Affiliated Company performed professional services or
    provided products within the twelve (12) months immediately preceding the resignation, retirement or removal of Employee. “Company” as used
    herein above shall include any entity owned or controlled by the Company, and “Affiliated Company” as used herein above shall include any entity
    owned or controlled by the relevant Affiliated Company.
(D) In case one or several provisions contained herein are found to be invalid, the validity of the remaining provisions shall remain unaffected. The invalid
    provision shall be substituted with a valid provision which comes as close as possible to the economic effects the parties intended with the invalid
    provision. The same shall apply if the invalidity of a provision is based on too broad wording as regards time, local area or contents; in this case, the
    legally valid wording shall apply.

Accenture GmbH




Employee
                                                                                                                                               Exhibit 10.11
                                                 SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made the                 between Accenture (UK) Limited company no. 4757301 with its registered office at 60 Queen Victoria Street,
London, EC4N 4TW (the “Company”) and                 of      (the “Employee”).
IT IS AGREED that the Company shall employ the Employee on the following terms and conditions:
Period of Employment
1.    This agreement is effective on and from (the “Commencement Date”) but continuous employment runs from the date in paragraph one of Schedule 1
      of this agreement. This agreement replaces any previous contract of employment, which is deemed to end by mutual agreement. The employment
      shall be for an indefinite period and (unless terminated in accordance with clauses 34 to 36 below) shall continue until the Company terminates it by
      giving to the Employee not less than 6 months’ notice in writing or the Employee giving to the Company 90 days’ notice in writing. Notice may be
      given at any time. The Company reserves the right at its discretion to terminate the Employee’s employment without notice by paying Base Salary (as
      defined in Clause 7.1) and Performance Award and/or where relevant Transition Award (as defined in Clause 7.2) in lieu of all or any unworked part
      of notice.
Duties
2.    The Employee shall serve the Company in the role of Senior Executive and shall at all times comply with the lawful and reasonable directions of the
      Board.

3.    The Employee shall: (a) devote his/her full time and attention during his/her hours of work to the business and affairs of the Company and any
      Associated Company for whom he/she is required to perform duties; the Employee’s hours of work shall be normal business hours Monday to Friday
      (unless either the Employee has a pre−existing arrangement to work part−time — in which case such arrangement shall continue as before — or the
      Employee and the Company agree such an arrangement in the future) and such additional hours as may be necessary for the proper performance of
      his/her duties; and (b) shall not without the prior written consent of the Company directly or indirectly carry on or be engaged concerned or interested
      in any other business trade or occupation.

4.    The Employee’s normal place of work is          or such other place of business of the Company or any Associated Company as the Company may
      reasonably determine from time to time within the United Kingdom. As a consequence of project assignments, the Employee may be required and
      hereby agrees to perform duties at other premises of the Company or Associated Company or at the premises of clients of the Company or Associated
      Company when so reasonably requested or directed.
5.    The Employee shall comply with all rules or codes of conduct in force from time to time required by any regulatory body in relation to the business of
      the Company or any Associated Company or the status of the Employee or which the Company shall reasonably determine are necessary for the
      proper functioning of its business. The Employee shall also comply with all Accenture Policies which are applicable to him/her from time to time and
      as amended or replaced from time to time.

6.    The Employee hereby acknowledges that, in the event the Employee gives or receives notice to terminate his/her employment the Company or
      Associated Company may require the Employee during this employment to remain away for a period not exceeding the period of notice from the
      premises of the Company or Associated Company or any client, provided always that during any such period the Company or Associated Company
      shall continue to pay Base Salary and any amounts due under any Transition Award or Performance Award referred to in clause 7 and provide all
      benefits referred to in clauses 8, 9, 11 and 12 of this agreement and the Employee hereby agrees:
      (a) that the Company or Associated Company shall be under no obligation to provide the Employee with any work to perform or duties to
             discharge during such period;

      (b)   that all the Employee’s obligations under this agreement, except for his/her obligation under clause 3(a) remain in full force and effect during
            such period;

      (c)   that the Employee can be required to carry out specified duties consistent with his/her status but different to those being carried out immediately
            prior to such period;

      (d)   that during such period the Employee can be prohibited from communicating with any clients, prospective clients or employees of the
            Company or any Associated Company;

      (e)  that during any such period the Employee shall, if the Company so directs, take all holiday which has accrued due to the Employee; the
           Employee agrees that the Company need only give him 3 days notice that it requires him to take such holiday and the rights and obligations in
           Regulation 15(3) and 15(4) of the Working Time Regulations 1998 are varied accordingly.
Remuneration and benefits
7.1 The Company shall pay the Employee during his/her employment a gross base salary of £             per annum (“Base Salary”) subject to statutory
    deductions. Base Salary shall be paid by equal monthly instalments in arrears by credit transfer to the Employee’s bank or building society account.
    The remuneration structure for the Company (in line with that for employees and other individuals employed or engaged at a level equivalent to that
    of the Employee) is intended to reflect the profitability of the Group and the Employee’s level of responsibility. To reflect this philosophy, Base
    Salary shall be reviewed on an annual basis with effect from 1 December each year and may be increased by such amount as the Company may
    determine however the Employee acknowledges that at the
      Company’s discretion the Base Salary may also be reduced following such review by such amount as the Company may determine.

7.2   For each 12 month period running from 1 December (except for any period for which there has been a Transition Award) the Company shall
      determine whether to pay a performance award for the 12 month period (the “Performance Award”) and if it is to be paid, the amount of such award,
      which shall be determined on a unitised basis. The Performance Award shall be paid in addition to the Base Salary, subject to statutory deductions, in
      equal monthly instalments in arrears by credit transfer to the Employee’s bank or building society account. When determining the Performance Award
      for a 12 month period running from 1 December the Company shall have regard to such factors relating to the Executive’s role and performance in the
      previous 12 months as it may from time to time at its absolute discretion decide. Once awarded payment of the Performance Award will run
      concurrently with payment of Base Salary for the period of 12 months ending on 30 November in the following year but shall then immediately cease.
      Payment of a Performance Award in one year does not preclude the award of a lesser or nil Performance Award in the following year but, for the
      avoidance of doubt, the Performance Award may never be a negative amount. The Performance Award payable for the 12 month period
      starting     shall be £       per annum.

8.    The Company may in addition pay or procure that there is provided to the Employee amounts or benefits under such additional annual bonus
      arrangements of such amounts and on such terms as the Company may in its absolute discretion determine from time to time (if at all).

9.    The Company shall provide the Employee with personal life assurance cover to provide a payout of           (subject to the deduction of any
      applicable taxes) in case of the Employee’s death while employed, PROVIDED THAT it is a condition of such benefit being provided that:
      (a) the Employee complies with any requirements of the relevant insurers including any requirements relating to medical examination or medical
           records;

      (b) if the Employee undertakes any hazardous sporting activities as a result of which the insurer requires an additional premium the additional
          premium will be met by the Employee; and

      (c) if the medical condition of the Employee becomes such that the Company is unable to secure cover at rates (which in the opinion of the Board)
           are reasonable the Company may at its absolute discretion cease to provide such benefits.
      The Employee is not entitled to any pension or retirement benefits funded by the Company whether under the Accenture Retirement Savings Plan or
      otherwise in respect of his/her employment and any additional life cover or retirement benefits which the Employee chooses to have or which he/she
      may be required to have will be at the Employee’s own cost. There is no contracting out certificate in force in respect of the Employee’s employment
      hereunder.
10.  The Employee shall be invited to participate in such stock, stock option or similar incentive plans as the Board may in its discretion determine from
     time to time. The Employee’s rights under any such plan shall be determined in accordance with the rules of such plan and do not form part of the
     Employee’s rights under this contract.
Medical Insurance
11. At the option of the Employee the Company shall provide the Employee and his/her spouse and children under 18 (or 21 if in full time education)
    during the employment with the benefit of membership of such private medical expenses insurance scheme as the Company may from time to time
    determine to be appropriate for Employees at the level of Senior Executive subject to the insurers of such scheme being willing to accept the
    Employee, his/her spouse and children into membership on reasonable terms. The Company reserves the right from time to time to change the provider
    of the private medical scheme, to alter or amend the basis of cover or the terms applicable to the cover and accordingly the benefit provided under this
    clause 11 shall be as notified to the Employee from time to time.
Holiday Entitlement
12. The Employee is entitled to holiday amounting to 30 working days during the 12 month period beginning 1 September each year (the “Year”). This
     entitlement accrues at the rate of 2.5 days for each complete calendar month of employment. In any holiday year, the Employee shall be deemed to
     take his entitlement to statutory leave first. If at the conclusion of the Year, the Employee’s accrued entitlement to holiday exceeds 5 days, then that
     entitlement to holiday in excess of 5 days (which may be carried forward) shall be forfeited and no payment shall be due in respect of that forfeiture.

13.   Upon the cessation of this employment, the Employee will receive payment in respect of any holiday entitlement which has accrued under clause 12
      but which has not been taken. In the event that the Employee has taken holiday in excess of accrued entitlement, then the appropriate deduction will
      be made from Base Salary and/or Transition Award and/or Performance Award or from other sums due to the Employee as a result of this
      employment.

14.   The Employee is entitled to take the eight statutory public holidays in force in the United Kingdom without deduction from Base Salary and either of
      the Transition Award or Performance Award. The Employee may on exception be required to work on a statutory public holiday.

15.  Without prejudice to the Employee’s rights under the Working Time Regulations 1998, accrual of entitlement to holiday shall cease if the Employee
     is absent from work for a period which exceeds 3 months.
Sickness
16. In the event that the Employee is unable to carry out his/her duties by reason of sickness or injury he/she shall be entitled to statutory sick pay in
     accordance with the relevant statutory rules. In addition subject to complying with the Company’s procedures relating to the notification and
     certification of periods of absence from work the Employee shall
      continue to be paid in accordance with the Accenture policy for sick pay, as such policy may be amended or replaced from time to time.

17.   Once the Employee has received his/her full entitlement to sick pay as specified above the Company may terminate the employment by giving not
      less than the statutory minimum notice required under the Employment Rights Act 1996.

18.  If any incapacity of the Employee shall be caused by an alleged action or wrong of a third party and the Employee shall decide to claim damages in
     respect thereof, then the Employee shall use all reasonable endeavours to recover damages for loss of earnings over the period for which remuneration
     has been or will be paid to him/her by the Company under clause 16, and shall account to the Company for any such damages recovered (in an
     amount not exceeding the actual remuneration paid or payable to him/her by the Company under clause 16 in respect of the said period) less any costs
     borne by him/her in achieving such recovery. The Employee shall keep the Company informed of the commencement, progress and outcome of any
     such claim.
Expenses
19. Subject always to the Company’s Policies, the Employee will be reimbursed for all reasonable out−of−pocket expenses incurred as a result of, and in
     the course of, this employment and is provided with an expense account for this purpose. The Company or Associated Company reserves the right to
     correct an adverse expense account balance by making the necessary deductions from any amounts due to the Employee from the Company.

20.  The Company or any Associated Company reserves the right to deduct from Base Salary and/or Transition Award and/or Performance Award any
     amount which is incurred on behalf of the Employee (i) to maintain such compulsory insurance as may be required from time to time; (ii) to lease or
     otherwise provide any vehicle which is provided, in accordance with any relevant policy in force from time to time, for the Employee’s use; or (iii) to
     meet other expenses incurred on behalf of the Employee.
Company Property and Confidentiality
21. The Employee must not make use of, divulge or communicate to any person (other than with proper authority) any of the trade secrets or other
     confidential information of or relating to the business and the financial affairs of the Company or Associated Company or any of their clients or
     suppliers, including (but not limited to) details of clients, product details, technical information and data, prices, discounts, or terms of business which
     the Employee may receive or become aware of as a result of being in this employment. This obligation of confidentiality will continue to apply
     without limit of time after the termination (for whatever reason) of this employment. Further, the Employee will also be required to comply with the
     terms of any Accenture Policies relating to the protection of confidential information from time to time.
Proprietary Rights/Inventions
22. The Employee acknowledges that he/she may be involved in devising, creating or developing intellectual property in the course of his/her duties and
     that in this respect the
     Employee has a special responsibility to further the interests of the Company and the Accenture organisation. Any proprietary or intellectual property
     rights whatsoever, including without limitation, patents, copyright and design rights in the results of, the development and the application of all work
     produced by the Employee during or in consequence of this employment, whether alone or in conjunction with others and whether during normal
     working hours or not, including (but not limited to) any invention, design, discovery or improvement, computer program, documentation, confidential
     information, copyright work or other material which the Employee conceives, discovers or creates during or in consequence of this employment with
     the Company or Associated Company (the “Intellectual Property Rights”) shall belong to the Company absolutely or such other party as it may
     nominate from time to time. The Employee shall promptly disclose to the Company or Associated Company in writing details of the Intellectual
     Property Rights and in the event of termination of his/her employment, the Employee or his/her personal representatives shall deliver up to the
     Company or Associated Company all documents and data of any nature relating to the Intellectual Property Rights. The Employee agrees, at the
     Company or Associated Company’s expense, to provide, during and after this employment, all such assistance as the Company or Associated
     Company reasonably considers necessary, to secure the vesting of the Intellectual Property Rights in the Company or Associated Company or its
     nominees. Further, the Employee will also be required to comply with the terms of any Accenture Policies relating to the protection of intellectual
     property from time to time. The provisions of this clause 22 are without prejudice to sections 39 to 44 of the Patents Act 1977.
Data Protection
23. The Employee acknowledges that he/she has read the current Accenture Data Privacy Policy applicable to the Employee (the “Data Policy”). The
     Employee consents to the processing of personal data relating to the Employee in accordance with the Data Policy.

24.   In particular, the Employee consents to:

24.1 the processing of sensitive personal data about him/her to the limited extent, and for the purposes described in the Data Policy; and

24.2 the transfer worldwide of personal data held about him/her by Accenture to other employees and offices of Accenture’s global organisation and to
     third parties where disclosure to such third parties is required in the normal course of business or by law.

25.   The references to information “about him/her” include references to information about third parties such as a spouse and children (if any) which are
      provided to Accenture by the Employee on their behalf. The reference to “sensitive personal data” is to the various categories of personal data
      identified by European data privacy laws as requiring special treatment, including in some circumstances the need to obtain explicit consent. These
      categories comprise personal data about racial or ethnic origin, political opinions, religious or other similar beliefs, trade union membership, physical
      or mental health, sexual life or criminal record.
26.  In addition, the Employee agrees to treat any personal data relating to other employees of the Company or Associated Company to which he/she has
     access in the course of his/her employment, in accordance with the Data Policy and all legal requirements. In particular, the Employee will not use
     any such data other than in connection with and to the extent necessary for the purposes of his/her employment. Any infringement will result in the
     invoking of the Disciplinary Policy.
Standards of Conduct and Behaviour
27. The Employee is required to comply with all the current “Accenture” policies including those policies published on the “Accenture Policies Data
     Base” relating to conduct and behaviour which are applicable to him/her from time to time and as such policies may be amended or replaced from
     time to time. Any reference to a Policy in this agreement is a reference to such policy as amended or replaced from time to time.

28.   The Employee will comply with the policies applicable to him/her from time to time in relation to entering into any contract or similar commitment or
      signing any document in the name of or on behalf of the Company or Associated Company and is excluded from doing other than as authorised.

29.   The Employee must return to the Company or Associated Company on request and, in any event, on termination of his/her employment, all
      documents and tangible items, including books, records, tapes, magnetic media, photos, correspondence and other papers or electronic records of
      whatsoever nature, kept or made by employees relating to the business of the Company or Associated Company or its clients (without taking copies or
      extracts thereof) which belong to the Company or Associated Company or which contain or refer to any confidential information relating to the
      Company or Associated Company and which are in the Employee’s possession or control.

30. It is acknowledged that the Employee may be permitted to use the title “Partner” as an alternative to “Senior Executive”. Except to the extent that the
    Employee has actual authority granted to him in accordance with the policies and procedures of the Company as in force from time to time, the
    Employee hereby agrees that neither the designation “Senior Executive” nor the designation “Partner” confers any authority to bind the Company or
    Associated Company and such authority will not be inferred in any statement or representation made to third parties by the Employee. The Employee
    will at all times make it clear to third parties that he/she acts as an employee of the Company and he/she does not act as a partner of any partnership.
Working Overseas on behalf of the Company
31. The Employee may be required by the Company or Associated Company to work outside the UK. All employees of Company or Associated
    Company working overseas do so in accordance with the provisions of the Company or Associated Company’s Inter and Intra Area Assignment
    Policies as applicable to him/her from time to time and as amended from time to time.

32.   The Employee agrees that, in order to make tax equalisation payments during the assignment, the normal UK tax withholding (PAYE) will be
      replaced with hypothetical
     tax withholding and the Employee hereby authorises the Company or Associated Company to withhold hypothetical tax (as defined in the Tax
     Equalisation Policy) from the Employee’s salary on a monthly basis.
Periods of Leave
33. The Employee shall be able to take such paid and/or unpaid leave during periods of absence due to pregnancy, childbirth, paternity, other family
     related reasons or in such other circumstances as may be specified in the Accenture policies applicable to him/her from time to time, as such policies
     may be amended or replaced from time to time.
Termination
34. The Company operates a non−contractual disciplinary procedure which will apply to Employees who serve the Company in the role of partner, a copy
     of which as amended from time to time will be made available to and should be read by the Employee on the Accenture Policies Data Base (the
     “Disciplinary Policy”). The Company may terminate this Agreement without notice or pay in lieu of notice in the circumstances identified in the
     Disciplinary Policy as justifying summary dismissal. Further, the Company may terminate this Agreement without notice or pay in lieu of notice if the
     Employee:

34.1 commits any serious or persistent breach or non−observance of any of the terms, conditions or stipulations contained in this Agreement; or

34.2 is guilty of any gross misconduct or serious negligence in connection with or affecting the business or affairs of the Company or any Associated
     Company for which he is required to perform duties; or

34.3 is guilty of conduct which brings or is likely to bring himself or the Company or any Associated Company into disrepute; or

34.4 is convicted of an arrestable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a
     non−custodial penalty is imposed); or

34.5 is adjudged bankrupt or makes any arrangement or composition with his creditors or has an interim order made against him pursuant to Section 252 of
     the Insolvency Act 1986.

35.   Without prejudice to any statutory obligation on the Company to comply with the duty to consider working beyond retirement the Employee’s
      employment shall terminate with immediate effect on the last day of the month in which the Employee’s 65th birthday occurs.

36.   If the employment of the Employee is terminated by reason of the liquidation of the Company for the purposes of reconstruction or amalgamation or
      as part of any arrangement for the amalgamation or reconstruction of the Company not involving insolvency and the Employee is offered employment
      with any concern or undertaking resulting from such reconstruction or amalgamation on terms and conditions which taken as a whole are not less
      favourable than the terms of this agreement the Employee shall have no claim against the Company in respect of such termination.
37.   On termination the Employee shall:
      (a) at the request of the Board immediately resign any directorship or office the Employee may hold by virtue of the Employee’s employment
            hereunder (without prejudice to any claims he/she may have for damages for breach of this agreement) and in the event of his/her failure to do
            so the Company is irrevocably authorised to appoint some person in his/her name and on his/her behalf to sign and deliver such resignations to
            the Board; and

      (b)   immediately repay all outstanding debts and loans due to the Company or any Associated Company and the Company is hereby authorised to
            deduct from any monies due to the Employee a sum in repayment of all or any part of any such debts or loans; and

      (c)  return to the Company or Associated Company on request and, in any event, on termination of his/her employment, all documents and tangible
           items as more particularly described in clause 29.
Post termination undertakings
38. In clause 39:

      “Old Accenture” means the worldwide business which was, as at 18 April 2001, conducted through the Accenture Partners Société Co−operative and
      the member firm inter firm organisation structure;

      “Client” means any person, firm, corporation or other organisation whatsoever for whom the Company, any Associated Company or Old Accenture
      provided services and with whom the Employee had contact during the course of the 12 months immediately preceding the Termination Date;

      “Competitive Enterprise” means any business which provides at the Termination Date or which intends to provide during the 12 months following
      the Termination Date services or advice which are or is similar to the services or advice provided by the Company, Associated Company or Old
      Accenture as at the Termination Date including but not limited to the entities identified in schedule 2 of this Agreement or in any other document
      (whether published on the Senior Executive Matters Data Base or otherwise) which is notified by the Company to the Employee as replacing such
      schedule from time to time or any affiliate of such entity;

      “Consulting Services” means any services of whatsoever nature (including but not limited to consulting services) provided to any Client by the
      Company, any Associated Company or Old Accenture as at the Termination Date and in connection with which the Employee was involved during
      the 12 months immediately preceding the Termination Date;

      “Prospective Client” means any person, firm, corporation or other organisation whatsoever who is not a Client but with whom the Company, any
      Associated Company or Old Accenture had negotiations or discussions in which, the Employee was involved
      regarding the possible supply of services or advice during the 12 months immediately preceding the Termination Date;

      “Restricted Employee” means any employee of “Manager” grade or above who was employed by the Company or any Associated Company at the
      Termination Date and was an employee with whom the Employee had dealings or supervised during the 12 months immediately prior to the
      Termination Date;

      “Termination Date” means the date of termination of the Employee’s employment.

39.   The Employee hereby agrees that for the period of 12 months following the Termination Date the Employee shall not:

39.1 in connection with the provision of Consulting Services within the United Kingdom become employed or engaged by or in any way become
     associated with (including but not limited to, association as sole proprietor, owner, partner, principal, investor, joint venturer, shareholder, member or
     consultant) any Competitive Enterprise provided that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded,
     the Employee’s ownership as a passive investor of less than 1% of the outstanding publicly held stock of a Competitive Enterprise shall not be
     deemed a violation of this clause 39.1;

39.2 in connection with any Competitive Enterprise and whether directly or indirectly and whether on his/her own behalf or on behalf of any other person:
     39.2.1 provide Consulting Services to any Client or Prospective Client;

      39.2.2 solicit or seek to solicit or entice away from the Company or any Associated Company, any Client or Prospective Client;

      39.2.3 solicit or seek to solicit or entice away or assist any third party to solicit or seek to solicit or entice away from the Company or any Associated
              Company any Restricted Employee.
40.   The periods during which clause 39.1 and 39.2 are expressed to operate shall each be reduced by such period as the Employee shall have complied
      with a direction to perform no duties and/or not to enter all or any premises of the Company or any Associated Company in accordance with clause 6.

41. The undertakings contained in clause 39.1, 39.2.1, 39.2.2 and 39.2.3 are intended to be separate and severable and enforceable as such.
Miscellaneous
42. The Employee warrants that he/she has lawful authority to work in the UK and that by entering into this agreement he/she is not and will not be in
     breach of any express or implied term of any contract court order or any other legal obligation.

43.   The Company shall be entitled at any time during the employment to set off and/or make deductions from the Employee’s Base Salary and/or
      Transition Award and/or Performance Award or other sums due to him/her monies due to the Company or any
      Associated Company in respect of any overpayment debt or other monies due from him/her.

44.   Schedule 1 to this agreement (which does not form part of contractual terms of the Employee) sets out those particulars of employment required by
      s.1 Employment Rights Act 1996 which are not otherwise provided for in this agreement.

45.   Nothing in this agreement shall constitute or be construed as constituting or establishing any partnership or joint venture between the parties hereto
      for any purpose whatsoever.
Variation of Contract
46. The Company reserves the right on giving reasonable notice to the Employee to vary the terms of this contract.
Definitions and interpretation
47. In this agreement unless the context otherwise requires:

      “Affiliate” means in relation to any Legal Entity, any other Legal Entity which from time to time Controls, is Controlled by or is under common
      Control with that Legal Entity; an Affiliate of the Company includes Accenture Ltd (a Company incorporated in Bermuda) and any Affiliate of or
      successor entity of Accenture Ltd;

      “Associated Company” means any Legal Entity (other than the Company) which is in the Group provided that in clause 38 and 39 “Associated
      Company” shall not extend to cover any such company or Legal Entity in respect of which the Employee does not carry out material duties in the
      period of 12 months prior to the termination of the employment;

      “Control” means the ability to direct the affairs of another whether by way of contract, ownership of shares or otherwise howsoever, and “Control”
      and “Controlled” shall be construed accordingly;

      “Group” means the Company, a subsidiary, or holding company for the time being of the Company or an Affiliate of any of the foregoing from time
      to time;

      “Legal Entity” means any body corporate or partnership or unincorporated association carrying on a trade or other activity with or without a view to
      profit;

      “holding company” or “subsidiary” shall have the meanings ascribed to them by s736 Companies Act 1985 (as amended);

      “Board” means the Board of Directors for the time being of the Company including any duly appointed committee thereof or the directors present at
      a meeting of the directors of the Company at which a quorum is present but excluding the Employee.

48.   In this agreement the headings are for convenience only and shall not affect its construction or interpretation. References to clauses are references to
      clauses in this agreement and references to a person shall where the context permits include reference to a corporate body or an unincorporated body
      of persons. Any word which denotes the
      singular shall where the context permits include the plural and vice versa and any word which denotes the masculine gender shall where the context
      permits include the feminine and/or the neuter genders and vice versa. Any reference to a statutory provision shall be deemed to include a reference to
      any statutory amendment modification or re−enactment.

      Governing Law and Arbitration

49.   This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements arrangements and
      understandings (written or oral) relating to the employment of the Employee and all such agreements arrangements and understandings shall be
      deemed to have been terminated by mutual consent. Any dispute arising out of the Employee’s employment with the Company (or the termination
      thereof) other than a dispute in relation to the provisions of clauses 38 or 39 shall be referred to and finally resolved by confidential arbitration under
      the Rules of the London Court of International Arbitration. The arbitral tribunal shall consist of three arbitrators, one of whom shall be nominated by
      the Employee and another of whom shall be nominated by the Company. The third shall be the Chairman who shall be jointly nominated by the
      Employee and the Company or, in the event they are unable to agree within a reasonable period, by the other two arbitrators. The arbitrators,
      including the Chairman, may be of any nationality. The place and seat of any arbitration shall be London, England. Judgement on any award may be
      entered in any court of competent jurisdiction

50. This Agreement is governed by and shall be construed in accordance with English law.
SIGNED on behalf of the Company by
SIGNED by the Employee
                                                                  SCHEDULE 1
                                                Additional Particulars of Employment under
                                                       s. 1 Employment Rights Act 1996
1.   The Employee’s period of continuous employment for statutory purposes started on .

2.   The Employee’s normal working hours are usual business hours and such other hours as are required for the proper performance of his/her duties.

3.   No contracting−out certificate is currently in force.

4.   The disciplinary rules and procedures and grievance procedure applicable to the Employee are in the Accenture Policies Data Base.

5.   There are no applicable collective agreements.
                                                                                                                                                 Exhibit 10.12
                                                              EMPLOYMENT CONTRACT
                                                                 [English Translation]
Dear Sir
Office of
   Further to the verbal agreements reached, we report below the new conditions relating to your employment with Accenture S.p.A. (the “Company”), that
will replace the conditions of your previous contract with the Company dated and signed on            and starting from , as later integrated on              .
A) Starting date, rank and duties
   Starting from        , you, who are already an executive in our Company in compliance with the National Collective Employment Contract for Executives
of Companies Producing Goods and Services, will have the internal rank and will carry out the duties of “Senior Executive”.
B) Since our Company belongs to the multi−national Group Accenture (the “Group”), the Company may also ask you to work, on a temporary basis, at
other companies belonging to the Group or to perform corporate duties within the sphere of the Group. It is understood that for such work and/or duties
within the Group, you will not be entitled to any further salary with respect to that mentioned in paragraph I) below as said salary was calculated taking into
consideration the possibility of such work and/or duties. Salary and any payments deriving from such company duties will therefore be paid back to the
company.
C) Exclusive nature of employment relationship
   Also in consolidation of the obligations deriving for the purposes and effects of art. 2105 c.c., for the whole duration of the employment relationship with
the Company, you are banned from performing any type of working activity, irrespective of its form (work as an employee, free−lance work, co−worker,
participation in association, etc.) and/or to possess, directly or indirectly, even through third parties, participations in other companies or businesses in
competition with the Company or with the other companies of the Group, without the previous and explicit written authorisation of the Group.
D) Place where the service will be rendered
    Your current place of work is established as .
    In consideration of your rank and the functions granted to you, travel, within Italy and abroad, according to the requirements of the Company, falls
within the object of your work, to carry out the services that are the object of this contract. With regard to secondment, the company’s conditions for Senior
Executives will be applied.
    You recognise that the Company will be entitled to transfer you to other offices and/or to second you to the Company’s clients, in observance of the
provisions of art. 2103 c.c. and the current National Collective Employment Contract for Executives of Companies Producing Goods and Services.
E) Duration
    This contract is stipulated for a non−specified period of time.
F) Timetable
    Your job is not subject to constraints of timetable but you will organise your work so as to ensure both the effectiveness of your direct responsibility in
the performance of company services and the regular enjoyment of daily and weekly periods of rest.
G) Confidentiality
    You shall not communicate or divulge, also in compliance with Articles 622 (“Disclosure of professional secrets”) and 623 (“Disclosure of scientific or
Industrial secrets”) p.c. (including therein amendments and integrations introduced to protect information confidentiality pursuant to l.n.547/93), and the
provisions of articles 98 and 99 of L.D. No. 30/2005, any type of information or news regarding both the company organisation or customers and suppliers,
know−how, industrial applications, production processes, systems and applications software, individual services or products about which you may become
aware during your job and also in relation to information or news regarding every subsidiary or, in any case, company belonging to the Group. This
obligation shall also remain in force after termination of the employment relationship. All documentation of any nature, in original form or in copy, relating
to the Company or, in any case, containing confidential information or news, that may come into your possession for any reason during your job, must be
considered as belonging exclusively to the Company and must be returned to the Company once your employment relationship ceases.
H) Company assets and corporate policies
    For the sole purpose of carrying out your job as well as possible and bearing in mind the corporate role you will cover, you shall use all the assets that the
Company shall put at your disposal, in observance of applicable fiscal and contribution provisions, in compliance with that provided by the current
corporate policy, as unilaterally established by the Company from time to time. You shall observe all the company
policies provided for the level of Senior Executive, to which you belong and that are established at Group level as well as the procedures indicated and
established in the Organisational Model, including the Code of Conduct that you may examine in:
Moreover, you shall take part in the “mandatory training” that will be organised by the company. The Company reserves the right to amend, substitute
and/or repeal, at its own discretion and unilaterally, such benefits or policies.
I) Economic treatment
   With effect from        , you will receive the following economic treatment:
   1)     As total remuneration for your work and in payment of your obligation, you will be paid, divided into 13 monthly payments, a gross annual fixed
          salary of             .

         The economic treatment mentioned in the previous paragraph has been calculated as a whole also in anticipation of every, and any, future salary
         increase deriving from changes in rank or from amendments in the National Collective Employment Contract for Executives of Companies
         Producing Goods and Services. In particular, it is understood that the economic treatment may be absorbed, up to its amount, by any increase
         deriving from sources that govern the relationship, including increases in seniority, if still applicable.

   2)    The Company reserves the right to launch Variable Bonus Plans, as established unilaterally and at its own discretion from time to time on an
         annual basis by the Company itself, also with reference to the relevant duration, targets, methods of discretional assessment of performances, to the
         amount linked to the achievement of said targets and to the procedures for the relevant payment/s. Regarding this, you explicitly acknowledge that
         the terms and conditions of each Variable Bonus Plan, and the targets prescribed therein and the amount of the Bonuses, are the expression of the
         bonus policies of the Company for each period of annual duration of said plans and, consequently, such plans must not be put in relationship with,
         or linked to any other and different previous or future plan. Consequently, the Company shall be entitled to repeal or not to renew annual Variable
         Bonus Plans. Currently said Plans are composed of:

   3)
            a.    an individual performance bonus linked to the results of the individual performance and Company assessments on said performances, as
                  communicated and established, unilaterally and at its own discretion by the Company; it shall be paid upon completion of the assessment
                  process, according to the procedures established by the Company and notified annually, currently established as in one
                   single instalment, during the month of December (with the December payslip);

            b.     an Annual Bonus, as a bonus linked to achieving the results of the annual budget (Management Plan) and to the assessment of individual
                   performance, as notified and established unilaterally and at its own discretion by the Company; it shall be paid upon completion of the
                   assessment process, according to the procedures established by the Company and notified annually, currently established as in one single
                   instalment, during the month of December (with the December payslip);
With reference to the provisions of paragraph I) 2), it is understood that in the event of resignations, periods of leave or any other reduction or termination
of working activities:
            −      the annual individual performance bonus mentioned in letter a), above for the year, shall be paid only if the employment relationship has
                   been constant at the date of payment, currently established as during the month of December and in proportion to the actual working
                   presence during the period;

            −        the bonus mentioned in letter b) above shall be paid only if the employment relationship has been constant and in proportion to the actual
                     working presence during said FY.
   Stock Option Plans may also be launched or other stock plans, subject to the authorisations of the relevant Authorities.
   It is however explicitly agreed that any payment during the year of the amounts mentioned in paragraph I) 2) do not result in any obligation, nor any
tradition or habit of paying the same during the following year.
L) Supplementary insurance treatment
   You shall also have the option of belonging to the Prometheia supplementary pension fund, in substitution of the contractual Previndai fund.
M) Inventions
   All the results (in any form or any nature) of the work carried out by you in doing your job (“Inventions”) are and remain the property of the Company,
that holds all their rights of economic utilisation and/or transfer of the rights themselves, notwithstanding your right to be recognised as their author for the
purposes and effects of art. 20 Law no. 633/1941 and subsequent amendments (moral right of the author) (I would perhaps also introduce reference to art.
65, co.1, of L.D. no. 30/2005). It is understood that you will not be entitled to any further payment, with respect to that already agreed in paragraph I) above,
for said Inventions.
N) Agreement of non−competition
    Upon termination of the executive employment relationship due to withdrawal, in any form and for any reason, of one or the other party, you shall
abstain, for a period of 18 months, from carrying out, directly or indirectly, any entrepreneurial activity and from rendering your services as employee,
consultant, agent or in any other form, also through company participation, occasionally or continuously, with or without constraints of subordination and
with or without remuneration, for or in favour of persons, companies, businesses, associations, or, in general, bodies that carry out consultancy, production
and/or commercial activities in competition with those carried out by our Company and by companies linked to it for whom you may have carried out
separate activity or in favour of whom you may have carried out duties; or that carry out activities auxiliary to the previous ones through bodies of
organisation, consultancy or advertising. Activities of design, production and creation, start−up, maintenance and management of basic and application
information systems within the sphere of the structuring of the layout (logistic layout), fabrication and industrial, administrative, distribution and operating
processes in general, the organisation of the development of human resources, IT and company strategies and consultancy with industrial banking, insurance
and financial businesses or groups in general and public and private bodies and institutions, all have the nature of competition. As also do activities of data
processing, keeping company accounts, management of administrative activities such as, for example, the development, management, maintenance and
filing or keeping of documents and databases on behalf of third parties, also involving the public, other support services and non−financial leasing of
software, electronic devices and equipment and telecommunications equipment as well as IT consultancy.”
The obligation to abstain from any business contact with clients of the company and companies linked to it are also explicitly included in the obligation of
non−competition. The obligations assumed by you shall be limited to the following territory of the Italian Republic:                , and to the other companies
indicated as a non−exhaustive example in annex A).
As a payment for the obligations of this agreement of non−competition you will be paid a gross amount, upon termination of the employment relationship,
equal to 20% of the salary paid during the last 12 months as established in point H above nos. 1 and 2, relating to the 18 months of employment and
therefore as a whole equal to 30% of your last annual salary. The sum will be paid, pro quota, at the end of each semester that the agreement is in execution.
To allow fulfilment of the obligations of non−competition on your part, you shall notify the Company, in a letter sent by recorded delivery, concerning the
activity that you will carry out during the period the agreement is in force and every modification of it. In the event of non−fulfilment of the agreement of
non−competition, you shall be obliged to return the sum and each part of it already received and to pay a fine of a sum equal to three times the amount of
the whole payment, notwithstanding compensation of any further damages.
Our Company has the right to withdraw unilaterally from this agreement at any time during the employment relationship and before one of the parties has
expressed to the other the wish to withdraw from the employment relationship underway.
                                                                               *
Within the sphere of the obligations of the agreement of non competition, you shall, explicitly, for the duration of 18 months following termination, for any
reason, of your employment relationship, refrain from contacting, directly or through others, and/or on behalf of others, employees of the Company or its
associated companies, in order to induce them to fail to observe the commitments assumed in their employment relationship or in order to induce them to
terminate their own employment relationship with the Company or with its associated companies.
O) Miscellaneous
    For anything not explicitly governed by this agreement, reference must be made explicitly to the collective contract for Executives of Companies
Producing Goods and Services and to the relevant company provisions.
   Please return a copy of this document signed by you in sign of acceptance and with specific approval of the following Points: A) (Starting date, rank and
duties), C) (Exclusive nature of employment relationship), E) (duration), H) (Company benefits and Policies), I) (Economic treatment), N) (Agreement of
non−competition).
With best wishes.
Milan,
For acceptance
                                                                                                                                               Exhibit 10.15
                                                                 LABOR AGREEMENT
                                                                  [English Translation]
Madrid,
                                                                        BY AND BETWEEN
On the one part,       , in his capacity as legal representative of the company ACCENTURE S.L. (hereinafter the COMPANY), with registered office in
Madrid, Plaza Pablo Ruiz Picasso s/n, Edificio Torre Picasso, holding Spanish Corporate Tax Identification Number (C.I.F.)            and registered with the
Social Security under number                  .
and on the other part,       , of legal age, of Spanish nationality, with address in, and holder of Spanish National Identity Card number       (hereinafter,
the EMPLOYEE).
Both parties acknowledge each other’s sufficient authority to grant this LABOR AGREEMENT.
                                                                                STATE
The EMPLOYEE has been providing his services to the COMPANY or to one or other of the
companies of the group since           to this date, currently holding the category of Director, internally “partner”.−
II.− In view of the important changes occurred in recent years in the business sector and more particularly in that of consultancy, the Accenture Group has
been implementing, on a global basis, important salary measures intended to increase the level of employee loyalty through the implementation of
incentives linked to share option schemes, on the one hand, and fostering of performance linked remuneration, on the other hand, which to a greater or lesser
degree affect the remuneration systems of all the groups making up the payroll of the Accenture Group in Spain.
II.− Both parties acknowledge that, in the event of employees holding a category of Director/Partner, a more comprehensive salary change is required in
order to adapt to the new remuneration models applied on a global scale and to the current situation in the consultancy market.
IV− Likewise, it is of mutual interest for both parties to amend their labor agreement, cancelling and replacing in whole the existing one, which they carry
out in accordance with the following
                                                                           CLAUSES
FIRST.− This labor agreement shall be effective as of the date of signature hereof.
SECOND.− The EMPLOYEE shall render services to the COMPANY at the work center in Barcelona, holding the category of Director/Partner, and
performing, among others, the following tasks: planning, coordination, overview and control of the work developed under his direction and in his area of
activity, over the group of workers assigned to such area of activity, and more particularly, those of client relations and entering into consultancy
agreements, as well as any others which, being consistent with his professional category, he may be requested to perform, adhering in his conduct to the
Company policies and guidelines
THIRD.− The working hours shall be forty hours per week in average, calculated on an annual basis, according to the working calendar of the company and
complying in any event with the rest periods established by contract or statute. The holiday entitlement shall be of thirty calendar days per year and it shall
be fixed in consultation with the COMPANY.
FOURTH.− With effects as of            , the EMPLOYEE’s remuneration package and system shall be restructured as follows:
   Base salary, considered as the fixed salary that, divided in twelve monthly installments, shall receive the EMPLOYEE monthly in arrears. The gross
   annual base salary at the date hereof is of EUR         .
   Performance Salary, supplemental wages based on activity, performance and permanence. This element shall be considered as variable salary earned by
   performance years and does not create vested rights. It shall accrue month by month, and is therefore linked to the EMPLOYEE remaining employed
   with the COMPANY. In no event shall performance salaries accrue or may these be claimed by the EMPLOYEE with respect to months subsequent to
   the termination of the EMPLOYEE’s employment with the COMPANY, irrespective of the grounds for such termination. Payment of performance
   salary may be
    made in cash or in kind. Performance shall be determined annually in accordance with the internal policies of the Accenture group, and shall be applied
    with effects as of December 1st of each year, accruing on a monthly basis as from such date until November 30 th of the following year.
In addition, the EMPLOYEE may receive a variable compensation not creating vested rights, in the form of a bonus, to be determined on the basis of
criteria established in the internal policies of the COMPANY and linked to achieving business targets and results. The granting of said bonus shall create an
entitlement for the EMPLOYEE to receive it solely and exclusively on the year for which it is established, and shall not bind the COMPANY for
subsequent years.
The EMPLOYEE shall be eligible for other remuneration in kind as may be granted by the COMPANY, on the terms and conditions foreseen in the
COMPANY’s policies for the groups of employees of the COMPANY.
FIFTH.− The EMPLOYEE shall not engage in any other activities, for consideration or otherwise and whether on his own behalf or on behalf of others,
which may be in competition with the activity of the COMPANY or any of its businesses, or which may have a bearing on the company’s interests. Upon
signing this agreement, the EMPLOYEE represents and warrants that he is in compliance with said obligation, and is not involved, in any of the above
mentioned forms, in any competing business or activity.
In any event, the EMPLOYEE shall provide the COMPANY, upon request by this latter, with any information as the COMPANY may require for the
purposes of determining the existence of eventual conflicts of interest.
SIXTH.− The EMPLOYEE acknowledges and accepts that, by reason of his employment with the COMPANY, he may have Access to confidential
information relating to working procedures, customers or third parties, transactions completed or ongoing, etc. and undertakes to keep the utmost
professional secrecy and to refrain from using any such information, save within the strict professional scope, and from disclosing or revealing it in any
manner to third parties, even where these may be relatives or other members of the COMPANY not having access to the information.
THE EMPLOYEE shall diligently ensure that any customer−related information is not disclosed to any third parties, and shall keep the information on the
work and any client and transactions data in such a manner that no access to such information is granted to any persons not authorized by the COMPANY to
obtain information regarding the same.
The professional secrecy undertaking shall survive termination of employment with the COMPANY.
SEVENTH.− This agreement may be terminated on the grounds established by statute. Should termination take place based on any of the events foreseen
under sections 40.1, 50, and/or 56 of the Spanish Workers’ Statute, the COMPANY shall be bound to pay the compensation foreseen for unfair dismissal
under section 56 of the aforementioned Workers’ Statute. For the above purposes, and considering that the EMPLOYEE has been providing services to the
COMPANY or to one or other of the companies in the group since             , his seniority shall be calculated taking into account the whole of the period in
which the EMPLOYEE has provided services in any of the group companies, save for the period in which he has been a partner of the company Accenture
under any corporate form or name, during which period the labor relationship shall be considered suspended. Therefore, the EMPLOYEE is hereby
recognized a seniority to date of      .
EIGHTH.− Pursuant to the provisions of applicable Spanish legislation on Personal Data Protection (Spanish Organic Law 15/1999 of 13 December), in his
capacity as employee of ACCENTURE, S.L., a company belonging to the Accenture Group, the EMPLOYEE has been previously informed of, and
expressly consents to, the incorporation of his personal data to the company files, to be processed for the purposes of maintenance and follow up of the labor
relationship, as well as management of the company’s human resources, and further consents to such data being disclosed to third parties (such as
companies in said Group, suppliers, customers or business alliances,) as may be necessary for the above purposes or for the development of activities
consistent with their corporate objects, all of which in accordance with the above mentioned legislation and with internal policies regarding personal data
processing within the Accenture Group. In consideration of the company’s activity, its globalization on a worldwide scale, and
the possibilities that our technology infrastructure offers, the personal data provided shall be stored and submitted to processing in files created by the
company for the above mentioned purposes, and may be transferred and centralized in a database located outside Spain, under the control of an entity
belonging to the Accenture Group, which shall grant access to entities forming part of the Accenture Group located in Spain and abroad, while keeping with
the same purposes for which they were collected and for which they shall be exclusively used. The EMPLOYEE hereby expressly consents to such
processing, assignment and international transfer, on the terms indicated, having been informed of the possibility to access such data, as well as to correct or
amend the same, all on the terms provided by the aforementioned legislation.
NINTH.— The EMPLOYEE consents in assigning to the COMPANY, on an exclusive basis and with the scope necessary for the normal course of
business, the full title and interest and any and all rights over any “work” as the EMPLOYEE may, within the framework of the labor relationship to which
this agreement refers, produce, discover, create or write (whether by himself or in cooperation with others, whether or not these are workers of the
COMPANY and whether or not they are under his supervision). For the purposes of this clause, “work” shall mean anything that may be the subject of
intellectual property rights, as provided under sections 10 and 11 of Spanish Royal Legislative Decree 1/1996, of 12 April; in any event, the following shall
be considered “works”: computer programs, including technical documentation and user manuals, as well as any reviews, updates, upgrades, amendments or
improvements of others pre−existing; (ii) books, booklets, printed matters, articles, methods and handbooks, reports or other written material of a scientific,
technological or technical nature, publications, translations, adaptations, compilations, speeches, conferences; and (iii) trademarks, trade names and
inventions or designs, this list being merely informative and without limitation.
TENTH.− the EMPLOYEE states his intention not to engage in activities on behalf of any company directly competing with the COMPANY following
termination of the employment relationship, for a term until           or eighteen months following termination of the employment relationship, whichever is
longer, as well as his willingness to formalize this undertaking in a contract signed by both parties.
ELEVENTH.− For all matters not covered herein, the parties shall submit to the applicable
legislation: Spain’s State Collective Bargaining Agreement for Consultancy Companies on Planning, Organization of Businesses, Accounting; Spanish
Workers’ Statute; Spanish General Law on Social Security, Spanish Law on Prevention of Labor Risks and other applicable laws and regulations.
In witness whereof, and of their conformity with the foregoing, the parties sign these presents in two counterparts to one effect only, in the place and on the
date first above mentioned.

THE EMPLOYEE                                                                                                                            FOR THE COMPANY
                                                                                                                                                   Exhibit 21.1
                                                                 Subsidiaries of the Registrant
   Certain subsidiaries of the Registrant and their subsidiaries are listed below. The names of certain subsidiaries, which considered in the aggregate would
not constitute a significant subsidiary, have been omitted.

Name                                                                                                                               Country of Organization
Sistemes Consulting S.A.                                                                                                           Andorra
Accenture Branch Holdings B.V.−Sucursal de Angola                                                                                  Angola
Accenture SRL                                                                                                                      Argentina
Accenture Technology Solutions Pty Ltd.                                                                                            Australia
Accenture Australia Holdings Pty Ltd.                                                                                              Australia
Accenture HR Services (Australia) Ltd.                                                                                             Australia
Diversiti Pty Ltd.                                                                                                                 Australia
Avanade Australia Pty Ltd.                                                                                                         Australia
Navitaire Australia Pty Ltd.                                                                                                       Australia
Memetrics Holdings Pty Ltd.                                                                                                        Australia
Memetrics Pty Ltd.                                                                                                                 Australia
MediaSenz Pty Ltd.