ACCENTURE PLC

FORM S-3/A(Securities Registration Statement (simplified form))

Filed 04/06/04

Telephone 408-817-2136

CIK 0001134538SIC Code 7389 - Services-Business Services, Not Elsewhere Classified

Fiscal Year 08/31

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As filed with the Securities and Exchange Commission on April 6, 2004 Registration Statement No. 333-112854

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Amendment No. 1 to

Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ACCENTURE LTD

(Exact name of Registrant as specified in its charter)

Canon’s Court 22 Victoria Street

Hamilton HM12, Bermuda (441) 296-8262

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Douglas G. Scrivner Accenture Ltd

1661 Page Mill Road Palo Alto, CA 94304

(650) 213-2000 (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

John B. Tehan Alan D. Schnitzer

Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017

Telephone: (212) 455-2000 Facsimile: (212) 455-2502

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

Bermuda 98-0341111

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. �

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. �

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. �

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. �

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. �

Pursuant to Rule 429 under the Securities Act of 1933, as amended, this Registration Statement contains a prospectus that also relates to the remaining 55,700,000 Class A common shares registered on the Registration Statement on Form S-3 (Registration No. 333-104628)(relating to an aggregate of 150,000,000 Class A common shares) previously filed by the Registrant and declared effective on September 12, 2003 and as to which aggregate filing fees of $195,051 were paid. This Registration Statement also constitutes Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-104628) and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION. DATED APRIL 6, 2004.

115,000,000 Class A Common Shares

Accenture Ltd may offer from time to time up to 81,000,000 Class A common shares. The selling shareholders identified in this prospectus may offer from time to time up to 34,000,000 Class A common shares.

This prospectus describes the general manner in which Class A common shares may be offered and sold by Accenture Ltd and the selling shareholders. If necessary, the specific manner in which Class A common shares may be offered and sold will be described in a supplement to this prospectus.

The Class A common shares are listed on the New York Stock Exchange under the symbol “ACN.” The last reported sale price of the Class A common shares on April 2, 2004, was $25.13 per share.

See “Risk Factors” beginning on page 2 to read about factors you should consider, along with any supplement to this prospectus, before buying the Class A common shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2004.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement to this prospectus. We have not authorized anyone to provide you with different information. Neither we nor the selling shareholders are making an offer to sell or seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus is accurate as of any date other than the date on the front cover of those documents. You should read all information supplementing this prospectus.

The Bermuda Monetary Authority has classified us as non-resident of Bermuda for exchange control purposes. Accordingly, the Bermuda Monetary Authority does not restrict our ability to convert currency, other than Bermuda dollars, held for our account to any other currency, to transfer funds in and out of Bermuda or to pay dividends to non-Bermuda residents who are shareholders, other than in Bermuda dollars. The permission of the Bermuda Monetary Authority is required for the issue and transfer of our shares under the Exchange Control Act 1972 of Bermuda and regulations under it.

We have obtained the permission of the Bermuda Monetary Authority for the issue of the Accenture Ltd Class A common shares that we may sell and for the transfer of the Accenture Ltd Class A common shares which the selling shareholders may sell as described in this prospectus. In addition, we have obtained the permission of the Bermuda Monetary Authority for the free transferability by shareholders of all Accenture Ltd Class A common shares that may be sold as described in this prospectus. Approvals or permissions received from the Bermuda Monetary Authority do not constitute a guaranty by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in giving those approvals or permissions, the Bermuda Monetary Authority will not be liable for our performance or default or for the correctness of any opinions or statements expressed in this document.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under the shelf registration process, we may offer from time to time up to an aggregate of 81,000,000 Class A common shares. In addition, certain selling shareholders may offer from time to time up to an aggregate of 34,000,000 Class A common shares received by them directly or indirectly from Accenture in connection with Accenture’s May 2001 transition to a corporate structure or pursuant to Accenture’s equity benefits plans.

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ACCENTURE

Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations. We operate globally with one common brand and business model designed to enable us to serve our clients on a consistent basis around the world. We work with clients of all sizes and have extensive relationships with the world’s leading companies and governments.

Our leading position results from the fact that we are one of the largest management consulting, technology services and outsourcing companies in the world in terms of number of employees, industries served and revenues. Based on our knowledge of our business and the business of our competitors, we believe that few other organizations provide as broad a range of management consulting, technology services and outsourcing solutions to as many industries in as many geographic markets as we do.

Our business consists of using our industry and business-process knowledge, our service offering expertise and our insight into and access to existing and emerging technologies to identify new business and technology trends and formulate and implement solutions for clients under demanding time constraints. We help clients identify and enter new markets, increase revenues in existing markets, improve operational performance and deliver their products and services more effectively and efficiently.

Accenture Ltd is organized under the laws of Bermuda. We maintain a registered office in Bermuda at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. Our telephone number in Bermuda is +1 (441) 296-8262. We also have major offices in the world’s leading business centers, including New York, Chicago, Dallas, Los Angeles, San Francisco, London, Frankfurt, Madrid, Milan, Paris, Sydney and Tokyo. Our website address is www.accenture.com. We do not intend for information contained in our website to be part of this prospectus.

In this prospectus, we use the terms “Accenture,” “we,” “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. For example, a reference to “fiscal 2003” means the 12-month period that ended on August 31, 2003. We use the term “partner” to refer to the executive employees of Accenture with the “partner” title.

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RISK FACTORS

You should carefully consider each of the risks described below and all of the other information in this prospectus and incorporated herein by reference before deciding to invest in our Class A common shares. Additional risks may be included in an applicable prospectus supplement.

Risks That Relate to Our Business

Uncertain global economic and political conditions continue to affect many of our clients’ businesses and many clients continue to reduce or defer expenditures for consulting services. In addition, our business tends to lag behind economic cycles and, consequently, the benefits of any economic recovery to our business may take longer to realize. We continue to experience pricing pressures, which are eroding our revenues. Further deterioration of global economic or political conditions could increase these effects.

Our success depends, in part, on our ability to develop and implement management consulting, technology and outsourcing services and solutions that anticipate and keep pace with rapid and continuing changes in technology, industry standards and client preferences. We may not be successful in anticipating or responding to these developments on a timely basis, and our offerings may not be successful in the marketplace. Also, services, solutions and technologies developed by our competitors may make our service or solution offerings uncompetitive or obsolete. Any one of these circumstances could have a material adverse effect on our ability to obtain and successfully complete client engagements.

Our business is also dependent, in part, upon continued growth in the use of technology in business by our clients and prospective clients and their customers and suppliers. The growth in the use of technology slows down in challenging economic environments. There is currently no significant new technology wave to stimulate spending. Use of new technology for commerce generally requires the understanding and acceptance of a new way of conducting business and exchanging information. Companies that have already invested substantial resources in traditional means of conducting commerce and exchanging information may be particularly reluctant or slow to adopt a new approach that may make some of their existing personnel, processes and infrastructure obsolete.

As a professional services firm, we depend to a large extent on our relationships with our clients and our reputation for high-caliber professional services and integrity to attract and retain clients. As a result, if a client is not satisfied with our services or solutions, including those of subcontractors we employ, it may be more damaging in our business than in other businesses. Moreover, if we fail to meet our contractual obligations or fail to disclose our financial or other arrangements with our alliance partners, we could be subject to legal liability or loss of client relationships. Our exposure to legal liability may be increased in the case of outsourcing contracts in which we become more involved in our clients’ operations. Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the solutions we develop, but these provisions may not protect us or may not be enforceable in all cases.

We cannot be sure that our services and solutions, or the solutions of others that we offer to our clients, do not infringe on the intellectual property rights of third parties, and we may have infringement claims asserted against us or against our clients. These claims may harm our reputation, cost us money and prevent us from offering some services or solutions. Historically in our contracts, we have generally agreed to indemnify our

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Our results of operations are materially affected by economic conditions, levels of business activity and rates of change in the industries we serve.

Our business will be negatively affected if we are not able to anticipate and keep pace with rapid changes in technology or if growth in the use of technology in business is not as rapid as in the past.

We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.

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

clients for any expenses or liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities may be greater than the revenues we receive from the client. Any claims or litigation in this area, whether we ultimately win or lose, could be time-consuming and costly, injure our reputation or require us to enter into royalty or licensing arrangements. We may not be able to enter into these royalty or licensing arrangements on acceptable terms.

Unexpected costs or delays could make our contracts unprofitable. We have many types of contracts, including time-and-materials contracts, fixed-price contracts and contracts with features of both of these contract types. While the risks associated with all of these types of contracts are often similar, an increasing number of outsourcing contracts entailing the coordination of operations, diverse geographic and competency workforces and geographically distributed service centers further complicate the delivery of our services and increase the magnitude of these risks. When making proposals for engagements, we estimate the costs and timing for completing the projects. These estimates reflect our best judgment regarding the efficiencies of our methodologies and professionals as we plan to deploy them on projects. Any increased or unexpected costs or unanticipated delays in connection with the performance of these engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.

Under many of our contracts, the payment of some or all of our fees is conditioned upon our performance. We are increasingly moving away from contracts that are priced solely on a time-and-materials basis and toward contracts that also include incentives related to factors such as costs incurred, benefits produced, goals attained and adherence to schedule. For example, we are entering into an increasing number of outsourcing contracts, including business transformation outsourcing contracts, under which payment of all or a portion of our fees is contingent upon our clients meeting revenue-enhancement, cost-saving or other contractually defined goals which are increasing in complexity and often dependent in some measure on our clients’ actual levels of business activity. We estimate that a majority of our contracts have some fixed-price, incentive-based or other pricing terms that condition some or all of our fees on our ability to deliver these defined goals. The trend to include greater incentives in our contracts related to additional revenues generated, costs incurred, benefits produced or our adherence to schedule may increase the variability in revenues and margins earned on such contracts.

Our contracts can be terminated by our clients with short notice. Our clients typically retain us on a non-exclusive, engagement-by-engagement basis, rather than under exclusive long-term contracts. A majority of our consulting engagements are less than 12 months in duration. While our accounting systems identify the duration of our engagements, these systems do not track whether contracts can be terminated upon short notice and without penalty. However, we estimate that the majority of our contracts can be terminated by our clients with short notice and without significant penalty. The advance notice of termination required for contracts of shorter duration and lower revenues is typically 30 days. Longer-term, larger and more complex contracts generally require a longer notice period for termination and may include an early termination charge to be paid to us. Additionally, large client projects involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for additional stages of a project or that a client will cancel or delay additional planned engagements. These terminations, cancellations or delays could result from factors unrelated to our work product or the progress of the project, but could be related to business or financial conditions of the client or the economy generally. When contracts are terminated, we lose the associated revenues and we may not be able to eliminate associated costs in a timely manner.

We may fail to collect amounts extended to clients. In limited circumstances we extend financing to our clients, which we may fail to collect. A client must meet established criteria to receive financing, and any significant extension of credit requires approval by senior levels of our management. We had extended $346 million of such financing as of November 30, 2003.

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Our engagements with clients may not be profitable.

Our alliances are an important component of our growth strategy. If these relationships do not succeed, we may fail to obtain the benefits we hope to derive from these endeavors. Similarly, we may be adversely affected by the failure of one or more of our alliances, which could lead to reduced marketing exposure, diminished sales and a decreased ability to develop and gain access to solutions. As most of our alliance relationships are non-exclusive, our alliance partners are not prohibited from forming closer or preferred arrangements with our competitors. Poor performance or failures of our alliances could have a material adverse impact on our growth strategy, which, in turn, could adversely affect our financial condition and results of operations.

We have offices in 48 countries around the world. In fiscal 2003, approximately 48% of our revenues before reimbursements were attributable to our activities in the Americas, 45% were attributable to our activities in Europe, the Middle East and Africa, and 7% were attributable to our activities in the Asia/ Pacific region. In the first quarter of fiscal 2004, approximately 46% of our revenues before reimbursements were attributable to our activities in the Americas, 47% were attributable to our activities in Europe, the Middle East and Africa, and 7% were attributable to our activities in the Asia/ Pacific region. As a result, we are subject to a number of risks, including:

The pace of consolidation among our competitors continues, with vertical integration of hardware and software vendors and service providers continuing. Some of our competitors have sought access to public and private capital and others have merged or consolidated with better-capitalized partners. Larger and better-capitalized competitors have enhanced abilities to compete for both clients and skilled professionals. In addition, one or more of our competitors may develop and implement methodologies that result in superior productivity and price reductions without adversely affecting their profit margins. Historically, we have not relied to any material degree on mergers or acquisitions to increase our market share, revenues, number of market offerings or scope of services. We intend to consider acquisitions that are financially and operationally compatible with our business. Our limited experience with mergers and acquisitions could affect our ability to efficiently consummate and/or integrate acquisitions into our ongoing operations. Any of these circumstances could have an adverse effect on our revenues and profit margin or our ability to aggressively grow our business.

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If our alliances do not succeed, we may not be successful in implementing our growth strategy.

Our global operations pose complex management, foreign currency, legal, tax and economic risks, which we may not adequately address.

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

• multiple and possibly overlapping and conflicting laws;

• restrictions on the movement of cash;

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

• political instability;

• currency exchange rate fluctuations;

• longer payment cycles;

• restrictions on the import and export of certain technologies;

• price controls or restrictions on exchange of foreign currencies; and

• trade barriers.

The consulting, technology and outsourcing markets are highly competitive and the pace of consolidation, as well as vertical integration, among our competitors continues to increase. As a result, we may not be able to compete effectively if we cannot efficiently respond to these developments in a timely manner.

Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented people with the increasingly diverse skills needed to grow our business. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have a serious negative effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our revenues.

We continue to extend a variable component of compensation, the payment of which is dependent upon our performance, to larger proportions of our global workforce. Due in part to the continuing difficult global economic environment, this has resulted, and could continue to result, in decreases in the total cash compensation received by many of our employees. We are also expanding the use of equity-based incentives as a component of our senior executives’ variable compensation, which may also affect the amount of cash compensation these senior executives receive. While we adjust compensation levels in individual geographic markets to reflect market forces, including the demand for technical talent, we may have to adjust our compensation levels or adopt different methods of compensation in certain markets in order to attract and retain appropriate numbers of employees with the diverse skills we need to grow our business and to motivate these employees’ performance. Doing so could adversely affect our operating margins.

Additionally, our partners at the time of our transition to a corporate structure received our equity in lieu of the interests in the partnerships and corporations that they previously held. Their ownership of this equity is not dependent upon their continued employment. There is no guarantee that the non-competition agreements we have entered into with our partners are sufficiently broad to prevent them from leaving us for our competitors or other opportunities or that these agreements will be enforceable in all cases.

Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services or solutions may offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property rights. The steps we take in this regard may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we may not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights.

Depending on the circumstances, we may be required to grant a specific client greater rights in intellectual property developed in connection with an engagement than we otherwise generally do, in which case we would seek to cross license the use of the intellectual property. However, in very limited situations, we forego rights to the use of intellectual property we help create, which limits our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.

Our profit margin, and therefore our profitability, is largely a function of the rates we are able to recover for our services and the utilization rate, or chargeability, of our professionals. Accordingly, if we are not able to maintain the pricing for our services or an appropriate utilization rate for our professionals without corresponding cost reductions, our profit margin and our profitability will suffer. The rates we are able to recover for our services are affected by a number of factors, including:

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If we are unable to attract, retain and motivate employees, we will not be able to compete effectively and will not be able to grow our business.

We have only a limited ability to protect our intellectual property rights, which are important to our success.

Our profitability will suffer if we are not able to maintain our pricing and utilization rates and control our costs. A continuation of current pricing pressures could result in permanent changes in pricing policies and delivery capabilities.

• our clients’ perceptions of our ability to add value through our services;

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

Our profitability is also a function of our ability to control our costs and improve our efficiency. As the continuation of current pricing pressures could result in permanent changes in pricing policies and delivery capabilities, we must continuously improve our management of costs. Our short-term cost-reduction initiatives, which focus primarily on reducing variable costs, may not be sufficient to deal with all pressures on our pricing and utilization rates. Our long-term cost-reduction initiatives, which focus on global reductions in infrastructure and other costs, rely upon our successful introduction and coordination of multiple geographic and competency workforces and a growing number of geographically distributed delivery centers. As we increase the number of our professionals and execute our strategies for growth, we may not be able to manage significantly larger and more diverse workforces, control our costs or improve our efficiency.

Despite increased cost savings, including reduced variable compensation and severance costs, we may continue to experience erosion of operating income as a percentage of revenues before reimbursements if present trends continue.

Our quarterly revenues, operating results and profitability have varied in the past and are likely to vary significantly from quarter to quarter, making them difficult to predict. This may lead to volatility in our share price. The factors that are likely to cause these variations are:

• competition;

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

• pricing policies of our competitors;

• our ability to accurately estimate, attain and sustain engagement revenues, margins and cash flows over increasingly longer contract

periods; • the use of globally sourced, lower-cost service delivery capabilities by our competitors and our clients; and

• general economic and political conditions.

• seasonal trends, primarily as a result of our hiring cycle;

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

• our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our workforces; and

• our ability to manage attrition.

Our quarterly revenues, operating results and profitability will vary from quarter to quarter, which may result in increased volatility of our share price.

• seasonality, including number of workdays and holiday and summer vacations;

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

• periodic differences between our clients’ estimated and actual levels of business activity associated with ongoing engagements;

• the stage of completion of existing projects and/or their termination;

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

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

• changes in our pricing policies or those of our competitors;

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

• acquisition and integration costs related to possible acquisitions of other businesses;

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We continue to position ourselves to achieve a greater percentage of our revenues and growth through business transformation outsourcing, our approach that combines outsourcing, including business process outsourcing, with our other capabilities to help clients transform key processes, applications and infrastructure to improve business performance. This strategy could result in higher concentrations of revenues and contributions to income from a smaller number of larger clients on customized outsourcing solutions or, in the case of our BPO businesses, from larger portfolios of clients for whom we provide similar services and solutions utilizing standard operating models.

Outsourcing contracts typically have longer contract terms than consulting contracts and may have lower margins and not generate revenues as quickly in the early stages of the contract. The typical length of our outsourcing contracts is three to 10 years. Generally we begin to recognize revenues within six months after beginning work on these contracts. As we continue to accelerate the growth of new outsourcing contracts, including BPO contracts, we may experience increased pressure on our overall margins during the early stages of these contracts.

Some engagements are complex and may require unique structures and alliances. We will continue to manage liabilities or risks on such engagements through rigorous transaction review, but we expect that clients may increasingly demand that we assume certain additional contractual obligations and potential, but reimbursable, liabilities for the performance of our business partners whom we do not control. These liabilities may be subject to the disclosure, recognition and measurement provisions of recently issued Financial Accounting Standards Board Interpretation No. 45.

In November 2002, the Emerging Issues Task Force (“EITF”) issued a final consensus on Issue 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” In May 2003, the EITF issued additional interpretive guidance regarding the application of Issue 00-21. Issue 00-21 provides guidance on how and when to recognize revenues on arrangements requiring delivery of more than one product or service. Issue 00-21 is effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. Companies may also elect to apply the provisions of Issue 00-21 to existing arrangements and record the income statement impact as a cumulative effect of a change in accounting principle.

Effective September 1, 2003, we adopted Issue 00-21 on a prospective basis and began accounting for all new contracts in accordance with Issue 00-21, potentially changing the timing of revenues recognition and affecting margins in some situations, depending on our ability to structure contracts to accommodate the requirements of Issue 00-21. We will continue to account for contracts signed on or before August 31, 2003, under the previous accounting principles generally accepted in the United States.

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• changes in, or the application of changes in, accounting principles or pronouncements under accounting principles generally accepted in the United States, particularly those related to revenue recognition;

• currency exchange rate fluctuations;

• changes in estimates, accruals and payments of variable compensation to our employees; and

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

We continue to position ourselves to achieve greater percentages of revenues and growth through outsourcing. This strategy could result in higher concentrations of revenues and contributions to income from a smaller number of larger clients on customized outsourcing solutions or, in the case of our BPO businesses, from larger portfolios of clients for whom we provide similar services and solutions utilizing standard operating models. As we continue to accelerate the growth of new outsourcing contracts, we may experience increased pressure on our overall margins during the early stages of these contracts.

On certain complex engagements where we partner with others, clients are increasingly demanding that we guarantee the performance of our business partners whom we do not control. New accounting pronouncements may also affect when and how we report revenues associated with certain engagements.

We may be named as a defendant in lawsuits arising from audits or other services provided by Arthur Andersen firms as a result of concerns of plaintiffs as to the current legal and financial situation of Arthur Andersen LLP and the breakup of the global network of Arthur Andersen firms. Such actions would be based on misconceptions about the nature of our past relationship with Arthur Andersen LLP and the other Arthur Andersen firms. We may be more likely to be named in these lawsuits if Arthur Andersen firms are, or are perceived to be, unable to satisfy judgments against them for any reason. If commenced, litigation of this nature could divert management time and attention and we could incur defense costs that we might not be able to recover from Arthur Andersen LLP and other Arthur Andersen firms under existing indemnification agreements, given the financial condition of Arthur Andersen LLP and the breakup of the global network of Arthur Andersen firms.

Members of the U.S. Congress have introduced legislation relating to the tax treatment of U.S. companies that have undertaken certain types of expatriation transactions. It is possible that legislation enacted in this area could reduce the tax benefits of our structure and materially increase our future tax burden, or otherwise adversely affect our business. Other legislative proposals, if enacted, could limit or even prohibit our eligibility to be awarded U.S. government contracts in the future. In addition, similar state legislative proposals, if enacted, could adversely affect our eligibility to be awarded U.S. state government contracts in the future. We are unable to predict with any level of certainty the likelihood or final form in which any proposed legislation might become law or the nature of regulations that may be promulgated under any such future legislative enactments. As a result of these uncertainties, we are unable to assess the impact on us of any proposed legislation in this area. In addition, there have recently been negative comments regarding Bermuda companies in the media. This negative publicity could harm our reputation and impair our ability to generate new business if companies or government agencies decline to do business with us as a result of the negative public image of Bermuda companies or the possibility of our clients receiving negative media attention from doing business with a Bermuda company.

Risks That Relate to Ownership of Our Class A Common Shares

As of March 31, 2004, our partners owned or controlled shares representing, in the aggregate, a 43% voting interest in Accenture Ltd. These shares are subject to a voting agreement, which requires our partners to vote as a group with respect to all matters submitted to shareholders. Our partners’ voting interest in Accenture Ltd may increase to the extent additional employees we name as partners are required to become parties to the voting agreement and/or our partners receive additional equity.

As long as our partners continue to own or control a significant block of voting rights, they will control us. This enables them, without the consent of the other shareholders, to:

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We may be named in lawsuits as a result of Arthur Andersen’s current legal and financial situation based on misconceptions about the nature of our past relationship with Arthur Andersen firms.

Negative publicity about Bermuda companies may lead to new tax or other legislation that could increase our tax burden and may affect our relationships with our clients.

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

• elect Accenture Ltd’s board of directors and remove directors;

• control our management and policies;

• determine the outcome of most corporate transactions or other matters submitted to the Accenture Ltd shareholders for approval,

including mergers, amalgamations and the sale of all or substantially all of our assets; and • act in their own interests as partners, which may conflict with or not be the same as the interests of shareholders who are not partners.

Furthermore, as a result of a partner matters agreement, our partners will continue to have influence with respect to a variety of matters over which neither shareholders nor employees of a public company typically have input. Under the partner matters agreement our partners:

Under the terms of the partner matters agreement, a partners’ income committee, consisting of the chief executive officer and partners he or she appoints, reviews evaluations and recommendations concerning the performance of partners and determines relative levels of income participation, or unit allocation. Based on its review, the committee prepares a partners’ income plan, which then must be submitted to the partners in a partner matters vote. If the plan is approved by a 66 2/3% partner matters vote, it is: (1) binding with respect to the income participation or unit allocation of all partners other than the principal executive officers of Accenture Ltd (including the chief executive officer), subject to the impact on overall unit allocation of determinations by the board of directors or the compensation committee of the board of directors of Accenture Ltd of the unit allocation for the executive officers, unless otherwise determined by the board of directors; and (2) submitted to the compensation committee of the board of directors of Accenture Ltd as a recommendation with respect to the income participation or unit allocation of the chief executive officer and the other principal executive officers of Accenture Ltd.

Sales of substantial amounts of Accenture Ltd Class A common shares, or the perception of these sales, may adversely affect the price of the Class A common shares and impede our ability to raise capital through the issuance of equity securities in the future. A substantial number of Class A common shares are eligible for future sale as described below:

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• have, since our initial public offering, selected five partner nominees for membership on the board of directors of Accenture Ltd as well as their replacements, should any of these partner-nominated directors fail to complete their specified terms of office;

• will make a non-binding recommendation to the board of directors of Accenture Ltd through a committee of partners regarding the

selection of a chief executive officer of Accenture Ltd in the event a new chief executive officer needs to be appointed within the first four years after our initial public offering;

• vote on new partner admissions;

• approve the partners’ income plan as described below; and

• hold non-binding votes with respect to any decision to eliminate or materially change the current practice of allocating partner

compensation on a relative, or “unit,” basis.

The share price of the Accenture Ltd Class A common shares may decline due to the large number of Class A common shares eligible for future sale.

• As of March 31, 2004, substantially all of the Accenture Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares still held by our partners, former partners and certain of their permitted transferees and previously received in connection with our transition to a corporate structure were directly or indirectly subject to the provisions of a voting agreement and/or a transfer rights agreement that permit sales by our partners or former partners in increasing amounts over seven years beginning July 24, 2002 and/or other contractually agreed transfer restrictions of comparable durations. Equity awards received by partners under Accenture’s share incentive plan after our transition to a corporate structure, while not subject to the transfer restrictions of the voting agreement and the transfer rights agreement, are subject to vesting and/or delivery on various deferred schedules. Current and former partners, and their permitted transferees, holding as of March 31, 2004 an aggregate of more than 558,616,787 Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares, including substantially all of such shares remaining directly or indirectly subject to the transfer restrictions applicable to partners and former partners under the voting agreement and/or the transfer rights agreement, have separately agreed not to transfer any equity interests in Accenture acquired from Accenture until July 24, 2005, except for sales in transactions approved by Accenture. We expect

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that all of our employees who become partners in the future will agree to these separate July 24, 2005 transfer restrictions. While the transfer restrictions in the voting agreement and the transfer rights agreement will continue to apply, such transfer restrictions will be waived to permit Accenture-approved transactions. From time to time, pursuant to the terms of the voting agreement and/or transfer rights agreement, we may also approve limited relief from the existing share transfer restrictions for specified partners or groups of partners in connection with particular retirement, employment and severance arrangements that we determine to be important to the execution of our business strategy. After July 24, 2005, however, only the provisions of the voting agreement and the transfer rights agreement, as well as the deferred vesting and/or delivery schedules that govern equity awards under Accenture’s share incentive plan and other agreements with permitted transferees, will apply. Commencing in the first quarter of fiscal 2003, we began affording partners and former partners and their permitted transferees who have agreed not to transfer their equity interests in Accenture until July 24, 2005 except in specified Accenture-approved transactions with regular opportunities to sell or redeem their shares. These transactions have included sales of Accenture Ltd Class A common shares in accordance with the manner of sale provisions of Rule 144 under the Securities Act by the holders of these shares, as well as redemptions and purchases by Accenture of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares from the holders of those shares. These redemptions and purchases, to date, have been at ratable volume levels and equivalent price levels with the sales of the Class A common shares. We expect to continue to enable these partner share transactions. We also expect that such partners and former partners and their permitted transferees will be permitted to transfer shares in connection with future underwritten public offerings or private placements. The contractual restrictions on transfer described in this paragraph may not be enforceable in all cases.

• In addition, as of March 31, 2004, 47,167,659 Class A common shares underlying restricted share units generally were scheduled to be

delivered during the calendar year indicated below: Number of Shares Calendar Year

19,647,801 2004 2,799,506 2005 2,826,400 2006 2,771,914 2007 2,808,787 2008 8,056,226 2009 8,257,025 After 2009

The delivery of some of these shares may be deferred based on elections made by the holders. Deliveries of shares in calendar year 2004 include shares to be delivered in connection with all remaining restricted share units granted to our non-partner-level employees in connection with our initial public offering.

29,927,279 of all Accenture Ltd Class A common shares issuable pursuant to these restricted share units underlay restricted share units

granted to current and former partners, and we expect that, to the extent delivered prior to July 24, 2005, substantially all of these Class A common shares will be subject to the contractual transfer restrictions lasting until July 24, 2005 described above. Class A common shares delivered pursuant to restricted share units granted to our non-partner employees and non-employee directors are not subject to contractual restrictions on transfer.

• In addition, as of March 31, 2004, 71,224,681 Accenture Ltd Class A common shares were issuable pursuant to options, of which options to purchase an aggregate of 26,270,044 Class A common

13,558,151 of all Accenture Ltd Class A common shares issuable pursuant to these options were issuable pursuant to options that have been granted to current and former partners, and we expect that, to the extent purchased prior to July 24, 2005, substantially all of these Class A common shares will be subject to the contractual transfer restrictions lasting until July 24, 2005 described above. Class A common shares delivered under options granted to our non-partner employees and non-employee directors are not subject to contractual restrictions on transfer. The options that become exercisable in calendar years 2004 and 2005 include options that were issued to our employees in connection with our initial public offering.

We may need to raise additional funds through public or private debt or equity financings in order to:

Any additional capital raised through the sale of equity may dilute shareholders’ ownership percentage in us. Furthermore, any additional financing we may need may not be available on terms favorable to us, or at all.

We are organized under the laws of Bermuda, and a significant portion of our assets are located outside the United States. It may not be possible to enforce court judgments obtained in the United States against us in Bermuda or in countries, other than the United States, where we have assets based on the civil liability provisions of the federal or state securities laws of the United States. In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws. We have been advised by our legal advisors in Bermuda that the United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries, other than the United States, where we have assets.

Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As a Bermuda company, we are governed by the Companies Act 1981 of Bermuda. The Companies Act differs in some material respects from laws

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shares were exercisable and options to purchase an aggregate of 44,954,637 Class A common shares generally will become exercisable during the calendar year indicated below:

Number of Shares Calendar Year

18,172,533 2004 18,286,891 2005 5,193,254 2006 3,301,959 After 2006

We may need additional capital in the future, and this capital may not be available to us. The raising of additional capital may dilute shareholders’ ownership in us.

• take advantage of opportunities, including more rapid expansion;

• acquire complementary businesses or technologies;

• develop new services and solutions; or

• respond to competitive pressures.

We are registered in Bermuda, and a significant portion of our assets are located outside the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the federal or state securities laws of the United States.

Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders.

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 may 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 may 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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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference 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 relating to our operations and our results of operations that are based on our current expectations, estimates and projections. Words such as “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. The reasons for this include changes in general economic and political conditions, including fluctuations in exchange rates, and the factors discussed under the section entitled “Risk Factors.”

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AVAILABLE INFORMATION

Accenture Ltd is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents filed by us at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Our filings with the SEC are also available to the public through the SEC’s Internet site at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We make available free of charge on the Investor Relations section of our website (http://www.accenture.com/investor/) 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 with the SEC.

We have filed a registration statement on Form S-3 with the SEC relating to the Class A common shares covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of Accenture, please be aware that the reference is only a summary and that you should refer to the exhibits that are part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s Internet site.

The SEC’s rules allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement and any reports filed by us with the SEC after the date of this prospectus and before the date that the offerings of the Class A common shares by means of this prospectus are terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

Accenture Ltd incorporates by reference into this prospectus the following documents or information filed with the SEC:

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can request those documents from Investor Relations, Accenture, 1345 Avenue of the Americas, 18th Floor, New York, NY 10105, Telephone: +1 (877) ACN-5659 in the United States and Puerto Rico, +1 (703) 797-1711 outside the United States and Puerto Rico.

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(1) Annual Report on Form 10-K for the fiscal year ended August 31, 2003, filed on November 18, 2003 (File No. 001-16565); (2) Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2003, filed on January 13, 2004 (File No. 001-

16565); (3) Current Report on Form 8-K, dated March 30, 2004, filed on March 30, 2004 (File No. 001-16565);

(4) Proxy Statement on Schedule 14A, filed on December 29, 2003 (File No. 001-16565);

(5) The description of Class A common shares contained in the Registration Statement on Form 8-A, dated June 25, 2001 (File

No. 001-16565), of Accenture Ltd, filed with the SEC under Section 12(b) of the Securities Exchange Act of 1934; and (6) All documents filed by Accenture Ltd under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the

date of the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and before the termination of the offerings to which this prospectus relates.

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement, and except as described in the next sentence, we intend to use the net proceeds from Accenture Ltd’s sale of Class A common shares pursuant to this prospectus from time to time to purchase or redeem, as the case may be, Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares. Pending specific application of the net proceeds, we intend to invest them in short-term marketable securities.

Except as described in the next sentence, we will not receive any proceeds from the sale of any Class A common shares offered by the selling shareholders. We expect that the Accenture shareholders who will sell Class A common shares pursuant to this prospectus or from whom we intend to purchase or redeem shares as described above (other than those former partners, retired at the time of our May 2001 transition to a corporate structure, that received awards of restricted share units in connection with the initial public offering of the Class A common shares) will pay to us an amount equal to 3%-3 1/2% of the gross proceeds from the disposition of their shares, less the amount of any underwriting discount or brokerage costs. We will apply these amounts to cover all of the expenses of offerings to which this prospectus relates, with the excess being applied to fund the Accenture Share Employee Compensation Trust.

DIVIDEND POLICY

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

We may from time to time enter into financing agreements that contain financial covenants and restrictions, some of which may limit the ability of Accenture Ltd and Accenture SCA to pay dividends.

Future dividends on the Class A common shares of Accenture Ltd, if any, will be at the discretion of its board of directors 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.

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DESCRIPTION OF SHARE CAPITAL

The following summary is a description of the material terms of Accenture Ltd’s share capital. We encourage you to read Accenture Ltd’s memorandum of continuance and bye-laws which have been filed with the SEC.

General

The authorized share capital of Accenture Ltd is $517,500 comprising:

Common Shares

Holders of Accenture Ltd’s Class A common shares and Class X common shares are entitled to one vote per share held of record on all matters submitted to a vote of shareholders at which they are present in person or by proxy.

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

Each Class A common share is entitled to a pro rata part of any dividend at the times and in the amounts, if any, which Accenture Ltd’s board of directors from time to time determines to declare, subject to any preferred dividend rights attaching to any preferred shares. Class X common shares are not entitled to dividends.

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 are not entitled to be paid any amount upon a winding-up of Accenture Ltd.

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

Accenture Ltd’s board of directors has the power to appoint directors to fill vacancies on the board and has been authorized by resolution of the shareholders to appoint additional directors up to the maximum board size of 15 directors.

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

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

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

Voting

Mandatory Redemption

Dividends

Liquidation Rights

Election of Directors

Accenture Ltd’s board of directors has adopted guidelines providing that, except for our chief executive officer and up to two additional inside directors designated by our chief executive officer, Accenture Ltd’s directors will not be allowed to serve more than three consecutive terms.

Under Accenture Ltd’s bye-laws, if the shares owned by partners which are subject to the voting provisions of the voting agreement represent a majority of Accenture Ltd’s voting power, a director may be removed at the direction of the partners representatives. If shares subject to the voting provisions of the voting agreement do not represent a majority of Accenture Ltd’s voting power, a director may be removed at the request of not less than 75% of the other directors. Any vacancy created by the removal of a director may be filled by the board of directors.

Class X common shares are not entitled to any dividend or liquidation rights or, except as described herein, any other rights.

Holders of common shares of Accenture Ltd have no pre-emptive rights.

Under Accenture Ltd’s bye-laws, Class A common shares are transferable by their holders. Class X common shares are transferable by their holders only with the consent of Accenture Ltd.

Preferred Shares

Accenture Ltd has created 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 our board of directors at the time of issuance, rank senior to our common shares with respect to dividends, voting rights, redemption and/or liquidation rights. These preferred shares are of the type commonly known as “blank-check” preferred stock.

At present, Accenture Ltd has no plans to issue any preferred shares.

Bermuda Law

Accenture Ltd is an exempted company organized under the Companies Act 1981 of Bermuda. The rights of Accenture Ltd’s shareholders, including those persons who will become shareholders in connection with this offering, are governed by Bermuda law and our memorandum of continuance and bye-laws. The Companies Act 1981 of Bermuda differs in some material respects from laws generally applicable to United States corporations and their shareholders. The following is a summary of the material provisions of Bermuda law and Accenture Ltd’s organizational documents.

Under Bermuda law, a company may pay dividends that are declared from time to time by its board of directors unless there are reasonable grounds for believing that the company is or would, after payment, be unable to pay its liabilities as they become due or that the realizable value of its assets would as a result be less than the aggregate of its liabilities and issued share capital and share premium accounts.

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Other Rights

No Pre-emptive Rights

Transfer

Dividends

Under Bermuda law, except as otherwise provided in the Companies Act 1981 of Bermuda or Accenture Ltd’s bye-laws, questions brought before a general meeting of shareholders are decided by a majority vote of shareholders present in person or by proxy at the meeting. Accenture Ltd’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 the bye-laws of Accenture Ltd, 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 of directors). A description of the voting rights attaching to Accenture Ltd Class A common shares and Class X common shares is set out above.

Under Bermuda law, in the event of a liquidation or winding-up of a company, after satisfaction in full of all claims and creditors and subject to the preferential rights accorded to any series of preference shares and subject to any specific provisions of the company’s bye-laws, the proceeds of the liquidation or winding-up are distributed pro rata among the holders of common shares. A description of the specific liquidation rights attaching to Accenture Ltd Class A common shares and Class X common shares is set out above.

Under Bermuda law, a company is required to convene at least one shareholders’ meeting each calendar year. Bermuda law provides that a special general meeting may be called by the board of directors and must be called upon the request of shareholders holding not less than 10% of the paid-up share capital of the company carrying the right to vote. Bermuda law also requires that shareholders be given at least five days’ advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Under Accenture Ltd’s bye-laws, we must give each shareholder at least 30 days’ notice of the annual general meeting and at least 10 days’ notice of any special general meeting.

Under Bermuda law, the number of shareholders constituting a quorum at any general meeting of shareholders is determined by the bye-laws of a company. Accenture Ltd’s bye-laws provide that the presence in person or by proxy of two or more shareholders entitled to attend and vote and holding shares representing more than 50% of the voting power constitutes a quorum (except in certain exceptional cases where a greater number is required).

Members of the general public have the right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include a company’s certificate of incorporation or continuance, its memorandum of association or continuance, including its objects and powers, and any alteration to its memorandum of association or continuance. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements. The register of shareholders of a company is also open to inspection by shareholders without charge and by members of the general public on the payment of a fee. A company is required to maintain its share register in Bermuda but may, subject to the provisions of Bermuda law, establish a branch register outside Bermuda. Accenture Ltd maintains its principal share register in Hamilton, Bermuda and a branch register in the United States. A company is required to keep at its registered office a register of its directors and officers which is open for inspection for not less than two hours each day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

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Voting Rights

Rights in Liquidation

Meetings of Shareholders

Access to Books and Records and Dissemination of Information

Under Bermuda law, the directors of a Bermuda company owe their fiduciary duty principally to the company rather than the shareholders. Accenture Ltd’s bye-laws provide that certain actions are required to be approved by our board of directors. Actions must be approved by a majority of the votes present and entitled to be cast at a properly convened meeting of Accenture Ltd’s board of directors.

Accenture Ltd’s bye-laws provide that a director of Accenture Ltd, in taking any action (including an action that may involve or relate to a change of control or potential change of control of Accenture Ltd), may (but is not required to) consider, among other things, the effects that the action may have on other interests or persons (including Accenture Ltd’s shareholders, partners, retired partners and employees and the communities in which we do business) as long as the director acts honestly and in good faith with a view to the best interests of Accenture Ltd.

Bermuda law provides that the memorandum of association or continuance of a company may be amended by a resolution passed at a general meeting of shareholders of which due notice has been given. An amendment to the memorandum of association or continuance, other than an amendment that alters or reduces a company’s share capital, also requires the approval of the Bermuda Minister of Finance, who may grant or withhold approval at his or her discretion. Accenture Ltd’s bye-laws may be amended by its board of directors if the amendment is approved by shareholders by a resolution passed by the holders of a majority of the votes cast (except in limited instances, where the bye-law amendment has not been approved by the board of directors and where the approval of a resolution in favor of which the holders of not less than 80% of the voting power have voted is required). Under Bermuda law, the holders of an aggregate of no less than 20% in par value of a company’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 a company’s 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 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.

Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company, a shareholder who is not satisfied that fair value has been paid for his or her shares in the Bermuda company may apply to the Bermuda Court to appraise the fair value of his or her shares. Under Bermuda law and Accenture Ltd’s bye-laws, the amalgamation of Accenture Ltd with another company requires the amalgamation agreement to be approved by Accenture Ltd’s board of directors and by a resolution of the shareholders of Accenture Ltd.

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda Court, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong done to the company where the act complained of is alleged to be beyond the corporate power of the company or is illegal or would result in violation of the company’s memorandum of association or continuance or bye-laws. Further consideration would be given by the Bermuda Court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Bermuda Court for an order

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Board Actions

Amendment of Memorandum of Continuance and Bye-laws

Appraisal Rights and Shareholder Suits

regulating the company’s conduct of affairs in the future or compelling the purchase of the shares of any shareholder, by other shareholders or by the company.

National City Bank serves as transfer agent and branch registrar for the Class A common shares in the United States. Reid Management Ltd serves as transfer agent and principal registrar for the Class A common shares in Bermuda.

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Transfer Agent and Registrar

MATERIAL INCOME TAX CONSEQUENCES

Under current Bermuda law, we are not subject to tax in Bermuda on our income or capital gains. Furthermore, we have obtained from the Minister of Finance of Bermuda, under the Exempted Undertakings Tax Protection Act 1966, an undertaking that, in the event that Bermuda enacts any legislation imposing tax computed on any income or gains, that tax will not be applicable to us until March 28, 2016. This undertaking does not, however, prevent the imposition of any tax or duty on persons ordinarily resident in Bermuda or any property tax on leasehold interests we may have in Bermuda. We will pay an annual government fee in Bermuda based on our authorized share capital and share premium. We currently pay, and expect to continue to pay, the maximum annual government fee applicable to us, which is currently $27,825 per year. The annual government fee amounts are subject to review from time to time by the Bermuda authorities.

Taxation of Holders

Under current Bermuda law, no income, withholding or other taxes or stamp or other duties are imposed in Bermuda upon the issue, transfer or sale of our common shares or on any payments in respect of our common shares (except, in certain circumstances, to persons ordinarily resident in Bermuda). See “Taxation of Accenture Ltd” above for a description of the undertaking on taxes obtained by us from the Minister of Finance of Bermuda.

The following is a summary of the material United States federal income tax consequences, as of the date of this document, of the ownership of our Class A common shares by beneficial owners who purchase the Class A common shares pursuant to this offering, who hold the Class A common shares as capital assets and who are United States persons under the Internal Revenue Code of 1986, as amended. Under the Internal Revenue Code, you are a United States person if you are:

This summary is based upon current laws and regulations and relevant interpretations of these laws and regulations, all of which are subject to change, possibly with retroactive effect. We cannot assure you that a later change in law will not significantly alter the tax considerations that we describe in this summary. We have not requested a ruling from the Internal Revenue Service with respect to any of the United States federal income tax consequences of the offering. As a result, there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described below.

This summary does not represent a detailed description of the United States federal income tax consequences to you in light of your particular circumstances and prospective investors should consult their own tax advisors as to the tax consequences of an investment in our Class A common shares, including the application to their particular situations of the tax considerations discussed below and the application of state, local, foreign or other federal tax laws. In addition, it does not present a description of the United States

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Taxation of Accenture Ltd

Bermuda Tax Considerations

United States Federal Income Tax Considerations

• a citizen or resident of the United States;

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

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

• a trust that is subject to the supervision of a court within the United States and the control of one or more United States persons or that

has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

If a partnership holds our Class A common shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Class A common shares, you should consult your tax advisor.

You should consult your own tax advisor concerning the particular United States federal income tax consequences to you of the ownership and disposition of the Class A common shares, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

The gross amount of distributions you receive on your Class A common shares will generally be treated as dividend income to you if the distributions are made from our current and accumulated earnings and profits, calculated according to United States federal income tax principles. Such income will be includible in your gross income on the day you actually or constructively receive it. You will not be entitled to claim a dividends received deduction, generally allowed to United States corporations in respect of dividends received from other United States corporations, with respect to distributions you receive from us.

If you are an individual, certain dividends received from a foreign corporation before January 1, 2009 on shares that are readily tradable on an established securities market in the United States may be subject to reduced rates of taxation. We believe that our Class A common shares, which are listed on the New York Stock Exchange, are readily tradable on an established securities market in the United States. There can be no assurance that our Class A common shares will continue to be readily tradable on an established securities market in later years. Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of the trading status of our Class A common shares. You should consult your tax advisors regarding the application of these rules given your particular circumstances.

If, however, we are classified as a foreign personal holding company during a given taxable year, a distribution paid by us to individual shareholders during such year (or the following year) that is not treated as a tax-free return of any previously taxed and undistributed amount and is characterized as a dividend will not qualify for the reduced rates of taxation applicable to individuals with respect to dividends paid before January 1, 2009 (see “— Foreign Personal Holding Company” below). You should consult your own tax advisors regarding the application of these rules to your particular circumstances.

22

• a dealer in securities or currencies;

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

• a financial institution;

• an insurance company;

• a tax-exempt organization;

• a person liable for alternative minimum tax;

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

• a person owning, actually or constructively, 10% or more of our voting stock or 10% or more of the voting stock of any of our non-

United States subsidiaries; or • a person whose functional currency is not the United States dollar.

Taxation of Dividends

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in your adjusted basis in the Class A common shares, thereby increasing the amount of gain, or decreasing the amount of loss, you will recognize on a subsequent disposition of the shares, and the balance in excess of your adjusted basis will be taxed as capital gain recognized on a sale or exchange.

If, for United States federal income tax purposes, we are classified as a United States-owned foreign corporation, distributions made to you with respect to your Class A common shares that are taxable as dividends generally will be treated for United States foreign tax credit purposes as:

in proportion to our earnings and profits in the year of such distribution allocable to foreign and United States sources, respectively. For this purpose, we will be treated as a United States-owned foreign corporation so long as stock representing 50% or more of the voting power or value of our shares is owned, directly or indirectly, by United States persons.

A foreign corporation will be classified as a foreign personal holding company if:

If we or one of our non-United States subsidiaries were classified as a foreign personal holding company, you and some indirect holders would be required, regardless of your percentage ownership, to include in income as a dividend, your pro rata share of our (or our relevant non-United States subsidiary’s) undistributed foreign personal holding company income if you were a holder on the last day of our taxable year or, if earlier, the last day on which we satisfied the shareholder test. Foreign personal holding company income is generally equal to taxable income with certain adjustments. If we were in a given taxable year classified as a foreign personal holding company, dividends paid by us to individual shareholders in such year (or the following year) would not qualify for the reduced rates of taxation applicable to individuals with respect to dividends paid before January 1, 2009. Moreover, if we were classified as a foreign personal holding company, shareholders who acquired our shares from decedents would not receive a “stepped-up” basis in that stock. Instead, these shareholders would have a tax basis equal to the lower of the fair market value of the shares or the decedent’s basis.

Because of the application of complex ownership attribution rules, we are likely to meet the shareholder test in a given year. To the extent we have gross income, we are also likely to satisfy the income test and be treated as a foreign personal holding company. However, even if we are classified as a foreign personal holding company, subject to the discussion of our non-United States subsidiaries below, we do not anticipate having any material amounts of undistributed foreign personal holding company income because we do not expect to have any material amounts of net taxable income. In the unlikely event we have net taxable income, we intend to distribute it to you so as to avoid having taxable income imputed to you under these rules.

In addition, because of the application of complex ownership attribution rules, our non-United States subsidiaries are likely to meet the shareholder test in a given year. It is also possible that one or more of our non-United States subsidiaries will meet the income test in a given year and be treated as a foreign personal holding company. If any of our non-United States subsidiaries is a foreign personal holding company, then any undistributed foreign personal holding company income of that subsidiary may be deemed paid to us as a

23

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

• United States source income,

Foreign Personal Holding Company

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

• the corporation receives at least 60% of its gross income, or 50% after the initial year of qualification, as adjusted, for the taxable year

from certain passive sources (we refer to this as the “ income test” ).

dividend, with the result that you could be required to include currently your ratable share of such deemed dividend as undistributed foreign personal holding company income. In addition, your tax basis in the shares of the foreign personal holding company would be increased by the amount of the income inclusion. However, we intend to manage the affairs of our non-United States subsidiaries so as to attempt to avoid or minimize having income imputed to you under these rules, to the extent this is consistent with our business goals, although there can be no assurance in this regard.

Depending on a variety of factors, it is possible that we and/or any of our non-United States subsidiaries that are foreign personal holding companies may cease to be classified as foreign personal holding companies in the future, although there can be no assurance in this regard.

When you sell or otherwise dispose of your Class A common shares you will recognize capital gain or loss in an amount equal to the difference between the amount you realize for the shares and your adjusted tax basis in them. Subject to any basis adjustments described in “— Foreign Personal Holding Company,” your adjusted tax basis in the Class A common shares will generally be your cost of obtaining the shares reduced by any previous distributions that are not characterized as dividends. For foreign tax credit limitation purposes, this gain or loss will generally be treated as United States source. If you are an individual and the Class A common shares being sold or otherwise disposed of have been held by you for more than one year, your gain recognized will be eligible for reduced rates of taxation. Your ability to deduct capital losses is subject to limitations.

In general, unless you are an exempt recipient such as a corporation, information reporting will apply to dividends in respect of the Class A common shares or the proceeds received on the sale, exchange or redemption of those Class A common shares paid to you within the United States and, in some cases, outside of the United States. Additionally, if you fail to provide your taxpayer identification number, or fail either to report in full dividend and interest income or to make certain certifications, you will be subject to backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability, provided that you furnish the required information to the United States Internal Revenue Service.

24

Disposition of the Class A Common Shares

Information Reporting and Backup Withholding

SELLING SHAREHOLDERS

The following table sets forth, for each selling shareholder that is one of our directors or executive officers, the name, the number of Class A common shares beneficially owned as of March 31, 2004, the maximum number of Class A common shares that may be offered pursuant to this prospectus and the number of Class A common shares that would be beneficially owned after the sale of the maximum number of Class A common shares.

In addition to the selling shareholders named in the preceding table, a maximum of 32,675,633 Class A common shares may be offered by additional selling shareholders. Information with respect to these additional selling shareholders is filed with the SEC and is set forth in an exhibit to the registration statement of which this prospectus forms a part. No selling shareholder owns more than 1% of Accenture Ltd’s Class A common shares, and no selling shareholder will own more than 1% of Accenture Ltd’s Class A common shares after the offers and sales contemplated by this prospectus. Certain partners and former partners hold their Class A common shares through personal holding companies.

25

Number of Class A

common shares beneficially owned immediately after

Number of Class A Maximum number of sale of maximum common shares Class A common number of Class A

Name beneficially owned shares to be offered common shares

Karl-Heinz Flöther 694,761 92,635 602,126 Joe W. Forehand 1,000 (1) 351,722 1,000 (1) Mark Foster 648,534 71,354 577,180 Stephan A. James —(2) 287,169 —(2) Masakatsu Mori 649,895 86,918 562,977 Gill A. Rider 635,779 68,279 567,500 David C. Thomlinson 643,845 66,290 577,555 Harry L. You 330,700 (3) 300,000 30,700

(1) In addition to 1,000 Class A common shares, Mr. Forehand beneficially owns 1,406,889 Accenture SCA Class I common shares. Subject to contractual transfer restrictions, Accenture SCA is obligated, at the option of the holder of its shares and at any time, to redeem any outstanding Accenture SCA Class I common shares held by the holder. The redemption price per share is generally equal to the market price of an Accenture Ltd Class A common share at the time of the redemption. Accenture SCA has the option to pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on a one-for-one basis. 351,722 Class A common shares that may be delivered to Mr. Forehand upon redemption of Accenture SCA Class I common shares that Mr. Forehand owns may be offered pursuant to this prospectus.

(2) Mr. James beneficially owns 1,148,676 Accenture SCA Class I common shares. 287,169 Class A common shares that may be delivered to

Mr. James upon redemption of Accenture SCA Class I common shares that Mr. James owns may be offered pursuant to this prospectus. (3) Includes 300,000 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from

March 31, 2004.

PLAN OF DISTRIBUTION

Accenture Ltd and the selling shareholders, and their pledgees, donees, transferees or other successors in interest, may from time to time offer and sell, separately or together, some or all of the Class A common shares covered by this prospectus. Registration of the Class A common shares covered by this prospectus does not mean, however, that those Class A common shares necessarily will be offered or sold.

The Class A common shares covered by this prospectus may be sold from time to time, at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including the following:

Accenture Ltd may also deliver Class A common shares to which this prospectus relates upon redemption of Accenture SCA Class I common shares, and, unless indicated otherwise in a prospectus supplement, no broker, dealer or underwriter will be engaged in connection therewith.

In effecting sales, brokers or dealers engaged by us or the selling shareholders may arrange for other brokers or dealers to participate. Broker-dealer transactions may include:

Neither we nor the selling shareholders have entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of the Class A common shares covered by this prospectus. At any time a particular offer of the Class A common shares covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Class A common shares covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents. In addition, to the extent required, any discounts, commissions, concessions and other items constituting underwriters’ or agents’ compensation, as well as any discounts, commissions or concessions allowed or reallowed or paid to dealers, will be set forth in such revised prospectus supplement. Any such required prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the Class A common shares covered by this prospectus.

We or the selling shareholders may also authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the revised prospectus or prospectus supplement pursuant to delayed delivery contracts providing for payment and

• on the New York Stock Exchange (including through at the market offerings);

• in the over-the-counter market;

• in privately negotiated transactions;

• through broker-dealers, who may act as agents or principals;

• through one or more underwriters on a firm commitment or best-efforts basis;

• in a block trade in which a broker-dealer will attempt to sell a block of Class A common shares as agent but may position and resell a

portion of the block as principal to facilitate the transaction; • through put or call option transactions relating to the Class A common shares;

• directly to one or more purchasers;

• through agents; or

• in any combination of the above.

• purchases of the Class A common shares by a broker-dealer as principal and resales of the Class A common shares by the broker-dealer for its account pursuant to this prospectus;

• ordinary brokerage transactions; or

• transactions in which the broker-dealer solicits purchasers on a best efforts basis.

26

delivery on a specified date in the future. The conditions to these contracts and the commission that we or the selling shareholders must pay for solicitation of these contracts will be described in a revised prospectus or prospectus supplement.

In connection with the sale of the Class A common shares covered by this prospectus through underwriters, underwriters may receive compensation in the form of underwriting discounts or commissions and may also receive commissions from purchasers of Class A common shares for whom they may act as agent. Underwriters may sell to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent.

Any underwriters, broker-dealers or agents participating in the distribution of the Class A common shares covered by this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by any of those underwriters, broker-dealers or agents may be deemed to be underwriting commissions under the Securities Act.

We estimate that the total expenses in connection with the offer and sale of Class A common shares pursuant to this prospectus, other than underwriting discounts and commissions, will be approximately $1,750,000, including fees of our counsel and accountants, fees payable to the SEC and listing fees. We expect that the Accenture shareholders who will sell Class A common shares pursuant to this prospectus or from whom we intend to purchase or redeem shares as described in this prospectus (other than those former partners, retired at the time of our May 2001 transition to a corporate structure, that received awards of restricted share units in connection with the initial public offering of the Class A common shares) will pay to us an amount equal to 3%-3 1/2% of the gross proceeds from the disposition of their shares, less the amount of any underwriting discount or brokerage costs. We will apply these amounts to cover all of the expenses of offerings to which this prospectus relates and other partner share transactions, with the excess being applied to fund the Accenture Share Employee Compensation Trust.

Accenture Ltd, Accenture SCA and the selling shareholders may agree to indemnify underwriters, broker-dealers or agents against certain liabilities, including liabilities under the Securities Act, and may also agree to contribute to payments which the underwriters, broker-dealers or agents may be required to make.

Certain of the underwriters, broker-dealers or agents who may become involved in the sale of the Class A common shares may engage in transactions with and perform other services for us in the ordinary course of their business for which they receive customary compensation.

Some of the Class A common shares covered by this prospectus may be sold by selling shareholders in private transactions or under Rule 144 under the Securities Act rather than pursuant to this prospectus.

LEGAL MATTERS

Certain legal matters may be passed upon for us by Simpson Thacher & Bartlett LLP as to matters of United States and New York law. Appleby Spurling & Kempe, Bermuda, will pass upon the validity of the Class A common shares offered by this prospectus.

EXPERTS

The consolidated financial statements as of August 31, 2003 and 2002 and for the years then ended incorporated in this prospectus by reference to the Annual Report on Form 10-K filed on November 18, 2003 have been so incorporated in reliance on the report of KPMG LLP, independent accountants, given on authority of said firm as experts in auditing and accounting.

The consolidated financial statements for the year ended August 31, 2001 incorporated in this prospectus by reference to the Annual Report on Form 10-K filed on November 18, 2003 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on authority of said firm as experts in auditing and accounting.

27

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following table sets forth the various expenses in connection with the sale and distribution of securities being registered, other than discounts, concessions and brokerage commissions.

The bye-laws of the Registrant provide for indemnification of the Registrant’s officers and directors against all liabilities, loss, damage or expense incurred or suffered by such party as an officer or director of the Registrant; provided that such indemnification shall not extend to any matter which would render it void pursuant to the Companies Act 1981 of Bermuda.

The Companies Act provides that a Bermuda company may indemnify its directors and officers in respect of any loss arising or liability attaching to them as a result of any negligence, default or breach of trust of which they may be guilty in relation to the company in question. However, the Companies Act also provides that any provision, whether contained in the company’s bye-laws or in a contract or arrangement between the company and the director or officer, indemnifying a director or officer against any liability which would attach to him in respect of his fraud or dishonesty will be void.

The directors and officers of the Registrant are covered by directors’ and officers’ insurance policies maintained by the Registrant.

The following is a complete list of exhibits filed as part of this Registration Statement, which are incorporated herein:

** Previously filed.

II-1

Item 14. Other Expenses of Issuance and Distribution

SEC registration fee $ 171,717 New York Stock Exchange listing fees 166,800 * Legal fees and expenses 1,000,000 * Accounting fees and expenses 90,000 * Miscellaneous 321,483 * Total $ 1,750,000

* Estimated

Item 15. Indemnification of Directors and Executive Officers

Item 16. Exhibits.

Exhibit

No. Description

1.1* Form of Underwriting Agreement.

4.1 Form of Specimen Certificate for Registrant’s Class A common shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed on June 9, 2001).

5.1** Opinion of Appleby Spurling & Kempe. 23.1 Consent of KPMG LLP. 23.2 Consent of PricewaterhouseCoopers LLP. 23.3** Consent of Appleby Spurling & Kempe (included in Exhibit 5.1). 24.1** Power of Attorney. 99.1 Selling Shareholders.

* To be filed by amendment or by a Current Report on Form 8-K pursuant to Item 601(b) of Regulation S-K if the securities are sold through one or more underwriters.

The undersigned registrant hereby undertakes:

Provided, however, that paragraphs 1 (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-2

Item 17. Undertakings

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent

post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration

statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at

the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, California on April 6, 2004.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

ACCENTURE LTD

By: /s/ DOUGLAS G. SCRIVNER

Name: Douglas G. Scrivner

Title: General Counsel and Secretary

Signature Title Date

*

Joe W. Forehand

Chief Executive Officer and Chairman of the Board

(principal executive officer)

April 6, 2004

*

Steven A. Ballmer

Director

April 6, 2004

*

Dina Dublon

Director

April 6, 2004

*

Joel P. Friedman

Director

April 6, 2004

*

William D. Green

Director

April 6, 2004

*

Dennis F. Hightower

Director

April 6, 2004

*

Stephan A. James

Director

April 6, 2004

*

William L. Kimsey

Director

April 6, 2004

*

Robert I. Lipp

Director

April 6, 2004

Blythe J. McGarvie

Director

*

Sir Mark Moody-Stuart

Director

April 6, 2004

II-3

II-4

Signature Title Date

*

Masakatsu Mori

Director

April 6, 2004

*

Carlos Vidal

Director

April 6, 2004

*

Wulf von Schimmelmann

Director

April 6, 2004

*

Harry L. You

Chief Financial Officer (principal financial and

accounting officer)

April 6, 2004

/s/ DOUGLAS G. SCRIVNER

Douglas G. Scrivner

Authorized U.S. Representative

April 6, 2004

*By Power of Attorney

/s/ DOUGLAS G. SCRIVNER

Douglas G. Scrivner

Attorney-in-Fact

April 6, 2004

Exhibit 23.1

Independent Auditors’ Consent

The Board of Directors and Shareholders of Accenture Ltd:

We consent to the use of our report dated October 9, 2003, with respect to the consolidated balance sheets of Accenture Ltd as of August 31, 2003 and 2002, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for the years then ended, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement.

/s/ KPMG LLP Chicago, Illinois April 2, 2004

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated October 11, 2001, except as to Note 19, which is as of February 7, 2003, relating to the consolidated financial statements of Accenture Ltd, which appears in Accenture Ltd’s Annual Report on Form 10-K filed on November 18, 2003. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP Chicago, Illinois April 2, 2004

EXHIBIT 99.1 Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement ABACUS (C.I.) Limited, as trustee

of the Astall Family Trust, u/a/d June 4, 2003 98,977

65,985

32,992

ABACUS (C.I.) Limited, as trustee of the Downie Family Trust, u/a/d June 4, 2003

47,220

18,888

28,332

David A Abberton 3,626 2,000 1,626 Omar Abbosh 310,642 41,419 269,223 Oday Abbosh 54,246 7,083 47,163 George Abigail 43,072 34,000 9,072 Carmela A Abiuso 2,000 2,000 0 David J Abood 3,093 2,000 1,093 Anders B Abrahamsson 52,018 18,491 33,527 Michelle R Adelman 5,367 4,815 552 Surjadi Adhiwidjaja 6,500 6,500 0 Paul John Adler 88,235 13,243 74,992 Paula Adriao 49,160 6,499 42,661 Kees C Aerts 34,562 12,623 21,939 Thomas J Agnew 46,747 6,173 40,574 Jorge Aguado 67,113 16,778 50,335 Francisco Jos Aguado 2,000 2,000 0 Scott K Ahlstrom 5,553 5,001 552 Javed Ahmed 41,119 13,650 27,469 Darrin E Ahrens 26,303 3,249 23,054 Toshihiko Aizawa 7,316 1,647 5,669 Tamara D Alairys 2,000 2,000 0 Ayad Al-Ani 48,738 6,499 42,239 Alastair G Wood & Herald Trustees Limited, as trustees

of the Alastair Gordon Wood's Interest in Possession Settlement dated April 26, 2002

143,100

143,100

0

Jerome J Albright 2,000 2,000 0 Sebastiao C G Albuquerque 540,280 138,505 401,775 Jose Jorge Alcobia 66,983 24,744 42,239 Alejandro C Alcoverro 63,359 8,448 54,911 Stephen Martin Alessi 7,258 1,202 6,056 Michael A Alfieri 13,644 9,464 4,180 W Christopher Alger 2,000 2,000 0 Mark J Allaby 6,412 5,860 552 Dawn J Allan 2,000 2,000 0 Jonathon R.C. Allaway 376,649 50,220 326,429 Christopher J Allen 7,569 4,234 3,335 Claire Louise Allen 10,605 1,181 9,424 Meryl A Allison 2,000 2,000 0 Ismael Alonso Ahijado 25,000 12,500 12,500 Alexandra Altmann 58,485 7,798 50,687 Renato B Alto 300 300 0 Roberto Alvarez 444,422 107,401 337,021 Juan E Amador 357,388 47,651 309,737 Jane F Ambrose 1,000 1,000 0 Matthew J Anderson 44,757 20,000 24,757 Eric A Anderson 2,186 2,000 186 Steve Wayne Andre 3,357 1,181 2,176 John R Andrews 72,831 19,146 53,685 Jonathan S Andrews 40,407 11,128 29,279 Greg Andrews 2,934 2,000 934 Mario A Angelastro 147,151 34,513 112,638 Donald D Anguish 4,000 4,000 0 Yutaka Anma 20,000 20,000 0 Theodore Ansusinha 1,655 1,103 552 David A Antoniolli 1,000 1,000 0 Antonio Arce 1,690 1,690 0

Page 1 of 20

Enrique Arias 5,203 4,651 552 Jose Luis Arias Gallo 2,000 2,000 0 Sheela P Arkeri 37,665 16,123 21,542 Margaret Elizabeth Arky 55,145 14,173 40,972 William John Armstrong 1,965 1,103 862 Luigi Arrighini 20,000 20,000 0 Ian G Arthur 444,186 59,225 384,961 Les Brian Artman 1,000 1,000 0 Donald R Asch 12,500 12,500 0 Marcelo Astrachan 273,399 36,453 236,946 Teofilo R Asuncion 1,500 1,500 0 Eduardo Atihe 131,966 19,328 112,638 Christopher G Atkins 3,655 3,103 552 George Attar 48,220 4,000 44,220 Olivier Aubert 24,721 3,249 21,472 John Audia 29,439 3,899 25,540 Mary Ellen Austin 2,000 2,000 0 Katarina Axelsson 2,000 2,000 0 Alberto Ayuso 2,000 2,000 0 Ahmad Azhar 48,907 7,513 41,394 Akifumi Baba 20,000 20,000 0 Ansano Baccelli Junior 7,405 1,273 6,132 Luigi Badaloni 24,961 3,249 21,712 Jae-Bong Bae 73,099 20,384 52,715 Thomas P Baecker 35,545 13,956 21,589 Paolo Bagnasco 1,655 1,103 552 Andreas Baier 24,794 3,249 21,545 James E Bailey 3,655 3,103 552 Ann Frances Baker 72,831 25,668 47,163 W Kent Baker 2,000 2,000 0 George Clayton Baker 9,642 1,215 8,427 Subramaniam Balasubramanian 1,690 1,690 0 Charles A Balch 12,500 4,000 8,500 Charles Ball 69,797 10,948 58,849 Jordi Ballesteros 34,479 11,421 23,058 John J Ballow 10,000 10,000 0 Muneatsu Ban 279,532 37,271 242,261

` Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Ana Baranda 35,542 14,124 21,418 Michelangelo Barbera 2,000 2,000 0 Silvio L Barboza 36,214 14,544 21,670 Jose A Barco 2,000 2,000 0 Stephen A Barlock 7,091 1,202 5,889 William S Barnard 43,110 43,110 0 Roderick E Barnard 49,914 13,523 36,391 Nigel Barnes 79,640 13,460 66,180 Stephen L Barnett 26,883 26,883 0 Thomas Brendan Barry 440,847 106,232 334,615 Pedro Barsanti Vigo 24,944 3,582 21,362 Manfred E Barth 75,106 11,747 63,359 Troy B Barton 44,656 18,033 26,623 Michael P Barton 58,270 15,746 42,524 David B Baruch 4,241 3,103 1,138 Giuseppe Barzaghi 9,196 3,032 6,164 Joaquin F Bas Monerris 8,798 900 7,898 Martha J Batista 2,000 2,000 0 Kathy L Battistoni 5,489 4,937 552 Christian Baumgartner 515,000 173,309 341,691 Nathan E Beadle 2,000 2,000 0 Sally Bean 58,485 7,798 50,687 Mark Beaton 69,520 13,149 56,371 Timothy Adil Becker 2,000 2,000 0 Arjun Bedi 6,417 3,103 3,314 Steven D Beene 33,878 8,255 25,623 Jeffrey I Beg 8,364 4,890 3,474 Richard O Beggs 34,049 11,249 22,800 Royce Michael James Bell 469,944 62,659 407,285 John T Bell 62,140 10,901 51,239 Mick A Bell 2,000 2,000 0 William M Bell 2,000 2,000 0 Philippe Bellamit 35,293 7,949 27,344 Nanci D Bellante 1,000 1,000 0 Peter C Bellas 2,000 2,000 0 Jacob Benadiba Wahnich 32,848 11,249 21,599 Bjorn Erik Bengtsson 333,831 44,510 289,321 Michael J Benore 2,000 2,000 0 Daniel Mark Benton 307,752 41,033 266,719 Oliver J Benzecry 392,395 52,319 340,076 Michael M Berens 1,655 1,103 552 Ernst-Jan Bergman 133,621 20,431 113,190 Franz Bergmueller 50,738 8,499 42,239 Giancarlo N Berry 82,278 27,367 54,911 Randall E Berry 57,499 22,549 34,950 Marc F Bervoets 61,517 10,830 50,687 Jonathan F Besse 4,181 2,000 2,181 Richard G Bhanap 96,284 33,106 63,178 Stephanie B Bichet 8,709 1,277 7,432 Andreas L Bienert 6,427 859 5,568 Pius Bienz 44,503 20,349 24,154 Holger Bill 82,028 29,268 52,760 Nicholas Billington 425,769 56,769 369,000 Donald A Birchenough 10,000 10,000 0 Adrian Richard Bird 90,310 12,041 78,269 Gilles Biscay 1,655 1,103 552 Peter Nigel Blackadder 77,773 9,916 67,857 Alastair Murray Blair 63,359 8,448 54,911 Gregory Keith Blake 1,655 1,103 552

Page 2 of 20

Manuel Alfredo Blanco Barrios 24,800 3,249 21,551 Dana Beth Blankenship 2,000 2,000 0 Jose Bleda 2,000 2,000 0 Leo Blennerhassett 448,607 59,814 388,793 Hendrik Jan Blom 349,429 12,942 336,487 James Blomfield 2,000 2,000 0 William A Bloom 33,837 17,971 15,866 Nigel Blower 3,655 2,000 1,655 Pieter W Boelens 131,621 18,431 113,190 Lars A Bohm 28,290 5,155 23,135 Fernando Jimenez Boldrini 297,516 39,669 257,847 Martin Fuhr Bolstad 1,655 1,103 552 Valentijn Bonger 41,500 12,328 29,172 Saulo L Bonizzato 29,158 7,249 21,909 Eugenio Bonomi 1,655 1,103 552 Marco Lauro Bonomi 1,000 1,000 0 Peter C Bontinck 22,571 22,571 0 Cody Boren 2,000 2,000 0 Danilo Boretto 6,537 833 5,704 Lars Borjesson 1,655 1,103 552 Jacob P Bosmann 383,911 14,218 369,693 Harold Sheldon Bott 11,330 11,330 0 Mark Boudreau 32,832 11,249 21,583 Albert R Boudville 57,315 7,642 49,673 Paul A Boulanger 9,228 7,978 1,250 Michael A Bova 42,347 5,523 36,824 James T Bowler 36,208 4,548 31,660 Michael L Bowman 5,994 4,925 1,069 Charles A Bowsher 12,500 12,500 0 Richard M Boyle 10,690 10,690 0 Mark Andrew Boyle 10,000 10,000 0 David M Boyle 32,167 4,224 27,943 Kim Ladota Bozzella 36,751 14,546 22,205 Brendan Walsh Bradley 32,681 4,224 28,457 Cathy L Bradley 1,916 1,916 0 Nigel P Brady 68,012 24,247 43,765 Karen M Braeckmans 63,507 12,268 51,239

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Paolo Branchi 4,758 3,103 1,655 Robert S Brandt 2,000 2,000 0 Christophe Braun 38,995 11,526 27,469 Simon P Bray 2,000 2,000 0 Christopher Brennan 633,302 84,440 548,862 Scott R Brennan 11,120 1,264 9,856 Susann F Bresnahan 60,183 21,395 38,788 Debora A Brieger 35,788 13,749 22,039 Frank D Brienzi 42,777 5,523 37,254 Jerry H Briggs 2,814 1,103 1,711 Edgar C Britschgi 89,197 52,680 36,517 Marco P Brocken 266,509 35,534 230,975 Chris Brocklesby 71,986 10,410 61,576 Randy A Broda 2,000 2,000 0 Rachel R Brody 3,888 2,000 1,888 Mark C Bronfman 2,000 2,000 0 Charles T Brooks 7,598 1,207 6,391 Maureen L Brosnan 2,000 2,000 0 Ad-Jan Brouwer 7,815 736 7,079 Dave Brown 94,113 14,121 79,992 Fred W Brown 6,566 5,316 1,250 Thomas C Brown 1,655 1,103 552 Chris Broyden 189,145 61,800 127,345 Terry L Bruehl 1,000 1,000 0 Wolfgang Brugger 65,359 2,000 63,359 David M Brunn 750 750 0 Giovanni Paolo Bruno 8,714 3,032 5,682 Mark G Bryant 402,000 53,600 348,400 Glenn H Bryce 368,463 83,462 285,001 John Laurie Buckworth 4,000 4,000 0 Vincent E Bugge 2,000 2,000 0 Christian Bulletti 37,772 11,899 25,873 Jon Culver Bumstead 74,688 17,877 56,811 Christopher J Burckhardt 1,000 1,000 0 Alan A Burgess 62,036 62,036 0 Paul A Burgess 451,197 60,159 391,038 Raul Burgos Gonzalez 37,235 15,764 21,471 Brian S Burns 64,113 19,046 45,067 Ann V Burns 33,073 11,249 21,824 Khan Busby 102,413 23,022 79,391 Thomas L Butcher 1,655 1,103 552 Clive J Butkow 355,189 47,358 307,831 Jack L Butts 6,283 6,283 0 Vidya S Byanna 37,822 7,548 30,274 Kenneth Byrne 65,359 2,000 63,359 Jean Cabanes 7,552 1,397 6,155 Brad P Cable 2,000 2,000 0 Carlos Cadarso Marques 37,831 11,899 25,932 Caf Nominees Limited 10,000 10,000 0 Philip Michael Calcutt 9,183 1,320 7,863 John G Callahan 5,471 3,816 1,655 Peter C Callaway 2,000 2,000 0 Robert C Calvert 33,219 20,000 13,219 Alfred E Cambridge 10,000 10,000 0 Lisa L Campbell 3,655 3,103 552 Nicholas Y Campbell 2,000 2,000 0 Juan Camprubi 6,620 4,948 1,672 James Edward Canning 2,000 2,000 0 Jose Manuel Cantarero 259,750 33,940 225,810 Eugenio Capasso 2,000 2,000 0

Page 3 of 20

Capco Trust Limited, as trustee of the Nocturne Trust dated November 1, 2002

71,906

36,453

35,453

Lisa L Caplan 44,269 15,997 28,272 Paolo Capone 6,773 4,500 2,273 Vito Caradonio 2,000 2,000 0 Armelle Carminati-Rabasse 9,375 8,125 1,250 William John Carney 2,000 2,000 0 Filippo Caroselli 4,683 833 3,850 Chris Carrigan 54,246 7,083 47,163 Eduardo Carrizo 44,192 17,747 26,445 Greg John Carroll 11,185 8,250 2,935 Francisco M Carton 5,220 4,668 552 Paul Cartwright 381,606 50,881 330,725 David Cartwright 54,246 7,083 47,163 Francisco Carvajal 2,000 2,000 0 José Manuel Casado Gonzalez 8,124 900 7,224 Victor Casas 2,000 2,000 0 Massimo Casiraghi 2,000 2,000 0 Gregory P Caster 2,925 1,202 1,723 Robert J Castle 2,000 2,000 0 Johnny J Cavaliero 53,031 15,759 37,272 Daniel L Cavenaugh 25,438 3,249 22,189 John Celi 7,998 1,397 6,601 Stefania Celsi 39,281 13,376 25,905 Ricardo M Cerdan 60,485 9,798 50,687 Keith Joseph Cerny 1,655 1,103 552 Carlos Arturo Cervantes 28,294 4,294 24,000 Cherine Mohsen Chalaby 496,879 81,539 415,340 Martin Chalifoux 8,561 5,860 2,701 Daniel Hiok Khiang Chan 302,655 40,354 262,301 Foo Tuck Chan 24,891 3,184 21,707 Min X Chang 1,655 1,103 552 Eric Chapman 86,907 27,220 59,687 Philippe C Chauffard 1,655 1,103 552 Manuel Chaure Bueno 3,290 916 2,374 Jose Marcos Chaves 60,485 9,798 50,687

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Lai Yong Chee 398,188 94,840 303,348 Peter Ayrton Cheese 527,781 70,370 457,411 David M Chen 3,655 3,103 552 Jodi M Chen 2,000 2,000 0 Joseph D Chenelle 38,149 11,249 26,900 Todd A Chernik 1,690 1,690 0 Gregory P Chestnut 2,000 2,000 0 Robert Chew 258,770 34,503 224,267 Youngcho Chi 67,100 9,800 57,300 Richard A Childs 323,484 43,131 280,353 Yew Chye Ching 429,123 65,390 363,733 Ricardo Chisman 6,936 1,273 5,663 Bum-Coo Cho 79,991 11,057 68,934 Chuan Neo Chong 63,418 10,901 52,517 Tuck Oon Choong 350,806 63,453 287,353 Tong Ful Chow 49,763 8,369 41,394 Alex Christou 302,710 40,192 262,518 Michael H Chung 3,031 2,000 1,031 Roberto Citton 7,154 3,103 4,051 Adrian Paul Clamp 7,582 1,181 6,401 Richard P Clark 69,838 24,716 45,122 Andrew Clarke 1,655 1,103 552 Stewart Robert Clements 502,452 66,825 435,627 Ken G Climie 371,763 49,569 322,194 David R Clinton 639,266 85,235 554,031 Gary A Close 27,242 27,242 0 John L Coffey 46,204 12,873 33,331 Manuel Colao 2,000 2,000 0 Sergio Colella 1,655 1,103 552 Mark T Coleman 4,758 3,103 1,655 James B Coleman 3,399 2,000 1,399 Colleen K Coleman 2,000 2,000 0 Serge Colle 6,904 1,553 5,351 Michael J Collins 34,397 11,249 23,148 Michael F Collins 2,000 2,000 0 Shawn Collinson 416,987 55,598 361,389 Antonio Colmena 43,115 17,496 25,619 Jordi Colome 42,927 16,995 25,932 Ramon Colomina 32,704 11,249 21,455 Brian J Condit 7,519 1,301 6,218 Daniel F Conforti 58,485 7,798 50,687 Giovanni Contri 2,000 2,000 0 Steven G Convey 1,655 1,103 552 Norman James Cook 29,464 29,464 0 J Scott Cook 25,944 25,944 0 Alison J Copley 529,886 70,651 459,235 Marcelo G Cora 75,106 11,747 63,359 Silvano Corallo 1,655 1,103 552 Marian Corcoran 58,485 7,798 50,687 Craig B Cornelius 2,000 2,000 0 Teutly Correia 86,509 14,150 72,359 Michael A Costonis 8,195 1,324 6,871 Richard J Coughlin 2,917 2,000 917 Jean Louis Cougoul 1,655 1,103 552 Peter Roger Courtney 298,555 39,734 258,821 Cory H Courtney 40,325 8,000 32,325 Christopher M Cowan 498,282 66,437 431,845 Thomas A Cranley 6,816 4,261 2,555 Constance A Cranos 37,542 8,000 29,542 Karen Crennan 4,750 3,500 1,250

Page 4 of 20

Hans-Juergen Croissant 8,833 5,584 3,249 Paul Crook 73,759 25,668 48,091 William Crothers 593,866 164,962 428,904 James D Crowley 381,517 50,869 330,648 Christopher L Crump 3,090 376 2,714 Rita Francisca S Cruz 262,397 65,838 196,559 Alden Cuddihey 9,008 5,860 3,148 Steven R Culp 36,394 10,441 25,953 Scott G Cumby 2,812 1,709 1,103 John H Curran 20,000 7,500 12,500 Andrew R Curtis 421,891 56,252 365,639 Gary A Curtis 22,263 20,000 2,263 John Michael Cusano 5,750 4,500 1,250 David R Dahle 1,655 1,103 552 Paul-Michael Dahlheim 36,099 14,531 21,568 James J Dailey 1,000 1,000 0 Pierre L Dalton 84,509 12,150 72,359 Ger M Daly 29,889 3,899 25,990 Denise Damiani 58,485 7,798 50,687 Margaret Harrison Darby 2,000 2,000 0 Daniel W Darland 3,655 3,103 552 Ghazali Darman 58,420 8,747 49,673 Robert Lewis D’Avanzo 4,278 2,000 2,278 Thomas H Davenport 89,230 8,000 81,230 Michael R David 33,970 7,899 26,071 Fritha A Davidson 331,989 44,265 287,724 David A Davidson 2,000 2,000 0 Christopher P Davin 2,000 2,000 0 Joseph E Davis 42,816 12,224 30,592 Jon Philip Davis 64,871 8,500 56,371 Bradley W Davis 3,919 1,283 2,636 Mary Catherine Davis 2,000 878 1,122 David W Day 42,384 12,548 29,836 Eric De Blauwe 25,191 3,249 21,942 Hans de Boer 52,393 10,395 41,998 Antony De Jong 3,380 2,000 1,380 Marc O De Kegel 529,122 162,968 366,154

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Yvonne B de Ridder 296,770 39,569 257,201 Ian Ross De Snoo 35,601 7,439 28,162 Frikkie de Villiers 60,485 9,798 50,687 James De Watteville 76,373 11,355 65,018 Gert M De Winter 133,621 20,431 113,190 Pieter W de With 131,966 19,328 112,638 Paul J Dean 3,655 3,103 552 Johan G Deblaere 431,141 57,485 373,656 Heinrich Degener 31,598 9,535 22,063 LaMae Allen deJongh 6,166 3,103 3,063 Jaime G del Rosario 239,704 31,960 207,744 Vincent Delaporte 4,135 3,583 552 Allen J Delattre 314,497 68,988 245,509 Catherine Delhaye 1,655 1,103 552 Patrizio Delicati 9,480 3,032 6,448 Pascal A Delorme 3,435 2,883 552 Stephen M Demarest 5,636 5,084 552 Brian C DeMay 4,183 2,000 2,183 Stephen J Dempsey 335,763 44,769 290,994 Gregory C Dennis 68,143 24,569 43,574 Kris P Denton 10,000 10,000 0 R Douglas Derrick 37,914 11,899 26,015 Yves Derville 5,000 5,000 0 Koen D Deryckere 82,854 11,047 71,807 Herbert W Desch 25,000 25,000 0 Jose Manuel Desco Agullo 29,909 3,899 26,010 Mark A Detelich 37,760 8,000 29,760 Scott B Deutschman 36,334 11,233 25,101 Jan L Dewitte 140,169 26,979 113,190 Eva Dewor 20,000 20,000 0 James R Dicaprio 46,166 12,873 33,293 Emerson G Dickey 50,000 50,000 0 Otto Diemer 266,508 35,534 230,974 Guido H Dieperink 58,485 7,798 50,687 Francisco Javier Diez 29,626 3,899 25,727 Jose Luis Diez Ballesteros 38,522 12,699 25,823 Fraser M Dillingham 145,466 20,968 124,498 Fernand Dimidschstein 4,056 1,553 2,503 Kenneth S Dineen 11,108 6,108 5,000 Earle R Dinsmore 98,798 30,115 68,683 Sara J Dioguardi 32,962 11,249 21,713 Grant R Dixon 1,000 1,000 0 Marek Dobsa 43,062 19,372 23,690 Douglas R Doerr 7,393 5,084 2,309 David Joseph Dohnalik 3,659 1,376 2,283 Alistair A Donald 587,291 78,757 508,534 Michael Andrew Donnellan 19,999 18,868 1,131 Christopher P Donnelly 32,537 7,249 25,288 Arlene E Donohue 2,000 2,000 0 James C Donohue 4,756 1,103 3,653 Tony Doocey 102,619 33,529 69,090 Kevin J Dooley 38,893 11,899 26,994 Neil Doppelt 10,700 10,700 0 Niall Peter Doran 55,124 1,439 53,685 Alberto Dosset 2,000 2,000 0 Christopher J Downey 1,000 1,000 0 John Martin Downie 104,578 7,649 96,929 Michael B Doyle 35,624 13,125 22,499 John F Drake 39,411 11,899 27,512 Michel Driessen 46,079 7,439 38,640

Page 5 of 20

Reid S Drucker 2,396 1,103 1,293 Timothy D Druzgala 2,000 2,000 0 Paul M Duff 8,323 1,460 6,863 Michael G Duffy 70,287 10,625 59,662 Stephen Anthony Duffy 5,416 4,864 552 Stephen F Dull 2,000 2,000 0 Jerome C Dumaine 2,000 2,000 0 Todd A Dunbar 2,791 2,000 791 Peter T Duncan 33,013 11,249 21,764 Gary A Duncan 1,655 1,103 552 David Boyd Durdan 2,000 2,000 0 John F Durocher 33,448 11,249 22,199 Andrew James Dvorocsik 38,229 11,899 26,330 Ann G Dyer 43,327 17,184 26,143 Barry C Dyer 38,238 11,899 26,339 Lloyd H Dyer 3,359 2,000 1,359 Kerry Anita Dyus 3,000 1,000 2,000 Jack Dziak 2,000 2,000 0 Robert J Easton 9,266 4,206 5,060 Philip Anthony Eaton 64,871 8,500 56,371 Nicholas Huw Edwards 397,337 52,978 344,359 Matthew J Edwards 366,093 48,812 317,281 W Mark Edwards 95,948 15,956 79,992 Steven G Edwards 46,833 10,240 36,593 Atsushi Egawa 51,587 8,499 43,088 Traci D Egly 2,000 2,000 0 Segun Olakunle Egunjobi 4,933 692 4,241 James M Ehrhart 74,761 10,850 63,911 Don A Eichmann 1,655 1,103 552 Scot K Eisenfelder 3,655 2,000 1,655 Amr El Saadani 65,866 15,179 50,687 Budiman Elkana 10,000 10,000 0 James C Ellafrits 23,609 6,609 17,000 John Erik Ellingsen 37,853 13,067 24,786 Vernon J Ellis 273,541 273,541 0 Richard J Emerson 6,412 5,860 552

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Richard P Emery 36,012 8,000 28,012 Patricia Ann Endres 8,748 1,269 7,479 Baltazar N Endriga 1,000 1,000 0 Juan Enero 2,000 2,000 0 John F Engel 3,813 3,261 552 Christian Engels 35,077 13,501 21,576 Markus Enggist 89,407 32,294 57,113 Simon John England 194,472 69,974 124,498 Richard J English 4,845 4,293 552 Michael H Engoian 2,877 1,690 1,187 Paul Joseph Equale 7,767 1,376 6,391 Robert Erickson 1,000 1,000 0 Mark D Ernst 3,092 2,000 1,092 Peter P Esparrago 3,655 3,103 552 Ennio Esposito 1,655 1,103 552 Mike Ethelston 54,246 7,083 47,163 Wolf Henning Ettel 33,104 11,249 21,855 Mark J Euwe 50,738 8,499 42,239 Nick Peter Evans 47,840 15,556 32,284 Carrie Everhart 2,000 2,000 0 Craig R Everson 40,837 11,070 29,767 Phillip G Everson 35,230 10,419 24,811 Gilles Fabre 4,135 3,583 552 John L Fairfield 8,500 8,500 0 Jaime Falcao 305,204 40,599 264,605 Jean Faltz 364,528 48,603 315,925 John S Fanguy 45,020 14,614 30,406 Emanuele Farini Quartara 68,232 9,097 59,135 Catherine Strother Farley 11,272 1,376 9,896 Michael Farrell 2,040 2,040 0 George L Farrington 2,000 2,000 0 Donavon J Favre 9,513 3,103 6,410 W Michael Fecko 1,000 1,000 0 Norman D Fekrat 6,504 3,216 3,288 Alan R Feldmann 2,000 2,000 0 Luiz C Ferezin 368,805 49,172 319,633 Martin Ferguson 2,795 2,000 795 José Manuel Fernandes 7,246 1,516 5,730 Antonio L Fernandez 258,315 34,442 223,873 Jorge Fernandez Casamayor 2,000 2,000 0 Jose Francisco Fernandez Perdiz 61,115 9,876 51,239 Stephen David Ferneyhough 67,552 10,580 56,972 Daniele Ferrari 30,145 4,209 25,936 Angel Ferreras 2,000 2,000 0 Guido Ferriani 37,772 11,899 25,873 Vincenzo Ferro 4,758 3,103 1,655 Daniel V Figueirido 54,806 14,173 40,633 Charles L Filewych 6,412 5,860 552 Charles Boyd Findlay 352,641 47,019 305,622 Gary S Fink 4,231 3,103 1,128 Reiner Fischer 36,917 15,550 21,367 Thomas M Fischer 11,641 1,290 10,351 David H Fishburn 50 50 0 Kenneth A Fishman 5,750 4,500 1,250 Erik Fjornes 2,000 2,000 0 Simon Flack 10,086 1,291 8,795 Jennifer V Flake 36,724 14,624 22,100 Mario Fleck 601,423 145,344 456,079 Eberhard M Fledel 288,093 38,413 249,680 James E Flowers 50,371 18,541 31,830

Page 6 of 20

Paul A J Fockens 225,590 225,590 0 Jung Wei Foo 59,983 1,498 58,485 Michael S Foong 48,592 6,369 42,223 Gill Ford 55,124 7,961 47,163 Kay N Formanek 50,738 8,499 42,239 Timothy J Forrest 18,704 18,704 0 Marcelo C Fortes 60,485 9,798 50,687 Drew W Foster 2,000 2,000 0 Stephen R D Fowler 487,176 64,956 422,220 Michael C Fox 3,563 2,000 1,563 Leonardo J Framil 24,984 3,249 21,735 Luis Franquesa Castrillo 2,000 2,000 0 Peter H Franz 451,197 60,159 391,038 Todd N Frech 2,000 2,000 0 Per Ingvald Fredriksen 49,741 14,548 35,193 Andrew Douglas Friars 1,028 1,028 0 Michele K Friedman 38,699 16,761 21,938 Peter H Fuchs 34,053 34,053 0 Akitomo Fujibayashi 521,245 47,427 473,818 Mikio Fujii 447,906 59,721 388,185 Ko Fukuzawa 54,709 12,470 42,239 Toshio Fukuzumi 574,672 76,623 498,049 Maria Fullone 30,730 3,899 26,831 Paolo Fumi 2,000 2,000 0 D Wayne Furphy 451,971 60,263 391,708 Hironobu Furusawa 179,700 66,510 113,190 Dieter G Gable 2,000 2,000 0 Elena Gadol 33,214 10,084 23,130 Punita Gajree 55,124 7,961 47,163 Jose Galamba de Oliveira 376,154 50,154 326,000 Rafael Galan 3,500 2,948 552 Archie Galbraith 39,374 14,094 25,280 Jeffery A Galbraith 2,089 2,000 89 Andrea Galgoczi 77,031 39,015 38,016 Michael John Gallagher 7,505 1,264 6,241 Kelly P Gallant 9,904 6,747 3,157

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Adolfo J Galue Amblar 37,731 11,899 25,832 Larry Gan Nyap Liou 657,349 87,646 569,703 Thomas M Gannon 4,053 2,000 2,053 Pedro Jose Garcia 282,887 37,646 245,241 Jose Luis Garcia Huerta 5,523 4,971 552 Miguel Angel Garcia-Diez 5,203 4,651 552 Alan M Gardiner 2,000 2,000 0 Randall Edward Gargas 1,655 1,103 552 Mark Gargiulo 5,962 1,376 4,586 Andrew Thorburn Garrick 47,744 15,556 32,188 David Gartside 76,419 28,655 47,764 Jennifer A Gatewood 2,768 2,216 552 Laurent Gatignol 32,076 10,134 21,942 Wolfgang Gattermeyer 398,219 53,096 345,123 Allen J Gaudet 48,244 19,258 28,986 Eric M Gauthier 1,000 1,000 0 Michael A Gavigan 38,321 16,943 21,378 Jean-Michel Gay 9,638 1,397 8,241 Mario Gazanego 509,866 67,982 441,884 Xavier A Gazay 1,655 1,103 552 Susie Gear 55,124 7,961 47,163 Walter F Geerts 3,500 3,500 0 Louanne Gemin 30,381 3,899 26,482 Silvio Jose Genesini 533,845 137,909 395,936 Juergen Gerlach 579,186 77,224 501,962 Wim L Geurden 3,655 3,103 552 Harold A Ghering 2,000 2,000 0 Robert C Gibbs 87,934 30,627 57,307 Jordi Gibert Arce 8,983 900 8,083 Fiona E Gibson 13,806 1,181 12,625 Ian S Gibson 1,000 1,000 0 Roeland Gielen 24,720 3,249 21,471 Dirk Gierlach 51,656 8,865 42,791 Tim Gilchrist 65,749 9,378 56,371 Stuart K Gilchrist 6,412 3,103 3,309 Gustavo Gill 318,908 42,521 276,387 Olivier Jean Gillerot 50,738 8,499 42,239 John H Gillespie 82,369 37,087 45,282 Daniel G Gillet 485,799 64,773 421,026 Andrew Leonard Gillett 42,144 15,677 26,467 Ronald D Gillette 1,916 1,916 0 Mark J Gilrain 37,662 4,873 32,789 Brett Allen Ginter 3,047 2,000 1,047 Mark C Giometti 2,000 2,000 0 Vincenzo Giovannitti 20,000 20,000 0 Olivier Girard 29,153 7,635 21,518 Eric P Gist 10,339 2,000 8,339 Thomas Gith 273,399 36,453 236,946 Irmgard Glasmacher 35,583 13,707 21,876 Bart H Glass 1,655 1,103 552 Manuel M Godinho 65,060 13,821 51,239 Michael Goerner 327,879 43,717 284,162 Lin Piao Goh 76,761 12,850 63,911 Aik Meng Goh 58,009 7,642 50,367 Eduardo A Gois 345,297 12,789 332,508 David Golding 69,337 12,365 56,972 Max S Goldman 2,000 2,000 0 David S Goldson 3,655 3,103 552 Jose Gomes 134,475 21,285 113,190 Roger Goncalves 34,747 8,346 26,401

Page 7 of 20

Raul Gonzalez Anton 2,000 2,000 0 John B Goodman 6,412 3,103 3,309 Michael D Goodson 3,655 3,103 552 C Erickson Goodwin 2,000 2,000 0 Sanjay Gopal 37,600 11,899 25,701 Noel A Gordon 436,755 58,234 378,521 Paul Gosling 60,283 9,642 50,641 Walter G Gossage 5,160 4,608 552 Hiroshi Goto 38,155 15,968 22,187 Johnny Edward Gowdy 64,871 9,061 55,810 Mary Beth Gracy 25,694 3,549 22,145 Rolf Graf 571,000 199,850 371,150 Geoffrey S Graham 1,655 1,103 552 Raymond E Grainger 2,000 2,000 0 Enrico Grazzini 2,655 2,103 552 Christopher M Greer 2,000 2,000 0 Shawn T Gregor 1,001 1,000 1 Thomas R Greiner 2,000 2,000 0 James C Grimsley 8,250 4,500 3,750 Eric Grison 37,297 11,561 25,736 Anja H Groenewoud 58,485 7,798 50,687 Siegfried Grohs 308,035 41,071 266,964 Roy Gronli 2,000 2,000 0 Tomas Guerrero 2,000 2,000 0 Frank R Guillemyn 613,758 214,815 398,943 Manuel R Guillermo 500 500 0 Bhra Eka Gunapriya 214,320 28,576 185,744 A J Gupta 3,655 3,103 552 Gregory S Guthridge 1,655 1,103 552 Jamie J Gylden 4,135 3,583 552 Guido T Gysemans 15,000 15,000 0 Guido Haarmann 75,106 11,747 63,359 Jack B Haberman 2,000 2,000 0 Greg L Haertling 1,000 1,000 0

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Sean M Hagarty 32,913 8,000 24,913 Jon E Hagstrom 3,655 3,103 552 Scott M Hahn 2,755 2,103 652 Fred G Hajjar 53,781 14,678 39,103 Jouni Hakanen 20,000 20,000 0 James D E Hall 691,762 92,235 599,527 Thomas M Hallin 12,500 12,500 0 Mark A Halverson 5,553 5,001 552 Donald G Hamilton 50,028 13,336 36,692 Simon James Wilfrid Hamilton 46,127 7,439 38,688 Fateneh Hamisi 4,500 4,500 0 Bong-Hoon Han 281,208 45,689 235,519 Naoto Hanada 59,485 1,000 58,485 John E Handley 2,000 2,000 0 Jens Hanker 29,229 26,524 2,705 Thomas A Hanley 53,912 21,224 32,688 Kevin Matthew Hanley 58,334 9,808 48,526 Arthur Hanna 93,113 13,682 79,431 Nathan T Hansen 2,000 2,000 0 Dana Hanson 2,000 2,000 0 Mikael Hansson 25,351 3,249 22,102 Simon J Hargreaves 28,327 3,541 24,786 Gasser Haridy 33,068 14,334 18,734 Charles Waller Harkless 1,000 1,000 0 Audrey R Harrell 36,050 9,319 26,731 Alan T Harris 464,055 61,874 402,181 Scott F Harrison 27,126 5,249 21,877 Michael Joseph Harrison 2,000 2,000 0 Rhonda F Harrison 9,348 1,283 8,065 Catherine A Hartley 5,451 4,899 552 M S Hartley 5,595 4,212 1,383 Teresa G Hartmann 1,000 1,000 0 Andrew G Hartvich 3,655 2,000 1,655 Carolyn F Hassel 2,000 2,000 0 John Haswell 2,000 2,000 0 Toru Hatano 60,485 9,798 50,687 Scott A Hathorne 45,048 16,682 28,366 Trevor M Hatton 352,641 47,019 305,622 Lissimahos Hatzidimoulas 35,295 10,457 24,838 Stephan Haupt 37,746 11,899 25,847 Marc Hauser 31,435 9,884 21,551 Joseph R Hausner 10,500 1,500 9,000 Haut Espoir Consulting Pte Ltd 110,432 15,780 94,652 Richard C Haverly 8,600 8,600 0 Keith Frank Haviland 481,142 64,152 416,990 John Stewart Hawkins 381,606 50,881 330,725 Andrew M Hay 397,337 52,978 344,359 Gary Howard Hay 1,000 1,000 0 Gary John Haywood 33,591 7,419 26,172 Alan J Healey 171,924 45,846 126,078 Donagh Healy 68,980 18,293 50,687 Michael A Healy 2,000 2,000 0 Bernhard A Heck 50,738 8,499 42,239 Ulrich Heckenberger 25,196 3,249 21,947 Peter O Heemskerk 50,738 8,499 42,239 Norbert Hegner 267,403 64,621 202,782 Michael Gerald Heideman 1,916 1,916 0 Jorg G Heinemann 5,750 4,500 1,250 Craig H Heiser 1,655 1,103 552 Kevin G Heitz 2,000 2,000 0

Page 8 of 20

Christer Hellstrom 2,000 2,000 0 Anders Helmrich 4,655 4,103 552 Charles E Hemphill 12,500 12,100 400 Iain Henderson 75,495 9,916 65,579 James C Hendrickson 81,764 10,830 70,934 Lars L Henriksen 25,000 25,000 0 Michael Henry 2,000 2,000 0 Julio J Hernandez 30,123 3,899 26,224 Jose Luis Hernandez-Iriberri 2,000 2,000 0 Dale R Hersch 35,286 7,899 27,387 Ellen J Hertz 3,655 3,103 552 Thomas H Hess 33,725 11,249 22,476 Michael T Hessler 76 76 0 Robert W Hetherington 145,466 20,968 124,498 Ivo Heukensfeldt Jansen 300,745 40,099 260,646 Herman R Heyns 65,955 8,500 57,455 Andrew T Hickey 65,749 9,939 55,810 Cindy L Hielscher 2,786 1,103 1,683 Bill Higbie 2,000 2,000 0 D Clark Higgins 20,500 8,000 12,500 William Guy Hilbert 43,337 13,535 29,802 George M Hill 35,504 35,504 0 Marc J Hillen 296,770 39,569 257,201 Katsushi Hioki 333,148 86,154 246,994 Greg J Hodak 45,094 12,873 32,221 David M Hodgson 47,149 15,138 32,011 Chikatomo Hodo 454,028 60,537 393,491 Kah Soon Hoe 402,365 62,116 340,249 Gerold Hoerrmann 332,916 44,388 288,528 Thomas H Hofbauer 68,232 9,097 59,135 Janet L Hoffman 2,357 2,000 357 Douglas F. Hofmeister 20,000 20,000 0 Kevin P Hogan 2,000 2,000 0 Robert A Hohnen 2,000 2,000 0 Jochen Hollaender 8,234 859 7,375 Stephen L Holland 1,000 1,000 0 John Charles Hollis 384,054 2,911 381,143 Peter Holmes 360,229 54,892 305,337

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Bradford Rickman Holmes 2,000 2,000 0 Sara Holmes-Woodhead 83,791 11,827 71,964 Richard H Holsman 6,321 1,376 4,945 Thomas Holtmann 35,296 13,707 21,589 Bernhard Holtschke 39,928 4,873 35,055 Rob W Honts 1,655 1,103 552 Steve J Hooper 81,627 6,693 74,934 Ray Hopkins 20,157 2,632 17,525 Maureen S Horgan 51,052 5,523 45,529 Nobuhisa Horiguchi 311,374 41,516 269,858 Bruce John Horton 65,749 9,378 56,371 David J Hosking 2,000 2,000 0 Andrew J Hosking 2,758 1,103 1,655 Hans Hoss 274,021 36,453 237,568 Tetsuya Hotta 7,015 1,647 5,368 Timothy J Hourigan 25,438 3,249 22,189 Patrick R Housen 1,655 1,103 552 Malcolm Howard 375,723 50,097 325,626 Nicholas F Howell 2,000 2,000 0 Karen Hoyndorf 28,825 7,249 21,576 John J Hrusovsky II 4,937 4,385 552 John R Hubbell 34,933 20,000 14,933 Friedrich Huber 131,966 19,328 112,638 F. Courtenay Huff 25,018 3,249 21,769 Richard Thomas McDonald Huffer 71,061 1,439 69,622 Mark Andrew Hughes 33,181 11,249 21,932 John Bailey Hughes 5,729 4,074 1,655 Barton L Hughes 2,772 2,000 772 John L Humbert 2,000 2,000 0 Andrew Hunter 459,771 17,028 442,743 Shelley L Hurley 3,309 1,103 2,206 Steven Hurst 2,000 2,000 0 Jeffrey D Hutcheson 6,560 5,414 1,146 Rizwan Ibrahim 2,000 2,000 0 Gary S Ide 3,960 3,103 857 Shinji Igarashi 38,711 16,123 22,588 Motoki Iidoi 318,908 42,521 276,387 Koichi Ikegami 29,627 7,249 22,378 David Peter Ilett 71,831 7,522 64,309 Masahisa Inagaki 50,738 8,499 42,239 William C Ingersoll 6,250 6,250 0 Roger Ingold 518,827 69,177 449,650 Mitsuo Isaji 61,614 9,798 51,816 Yutaka Iso 323,524 43,136 280,388 Hiroshi Ito 71,807 11,097 60,710 Kumar K Iyer 42,896 2,750 40,146 Michael A Jackowski 33,530 11,249 22,281 Jaime Jackson 67,112 8,948 58,164 Mark D Jackson 24,754 3,249 21,505 Bridget Helen Jackson 9,366 1,181 8,185 Erik Jacob 25,035 3,249 21,786 Hakon Jacobsen 6,412 5,860 552 Sanjay Jain 219,996 29,332 190,664 William Jamieson 166,088 166,088 0 Saleem Janmohamed 5,750 4,500 1,250 Giuseppe Jannelli 5,170 4,618 552 Goran Jansson 4,840 4,288 552 Glenn M Javens 6,007 3,311 2,696 Owen Jelf 78,471 11,996 66,475 Michael Jeltsch 48,738 6,499 42,239

Page 9 of 20

Justin Jenk 44,480 28,905 15,575 Simon C Jenkins 55,124 7,961 47,163 Gregory J Jenko 2,000 2,000 0 Catherine Jestin 9,894 1,397 8,497 Raymond Hinley Jewitt 346,954 74,016 272,938 Steven J Johnson 59,294 59,294 0 Adam Johnson 20,399 19,375 1,024 Richard D Johnson 12,500 12,500 0 Robert J Johnson 72,864 11,288 61,576 Gregory Johnson 61,551 9,208 52,343 Omobola Olubusola Johnson 42,642 8,893 33,749 Shayne Johnson 2,000 2,000 0 Sue C Johnson 2,000 2,000 0 Keith F Johnson 1,924 1,924 0 Lindsay Katharine Johnston 42,850 3,439 39,411 Valerie L Johnston 5,412 2,103 3,309 Jorma Heikki Olavi Jokinen 38,979 11,899 27,080 Jonathan Campbell Winslow as trustee

of the Charles D. Winslow Irrevocable Trust u/a/d June 30, 2003

41,754

41,754

0

Philip Edward Jones 294,358 39,247 255,111 Tim J Jones 66,674 9,702 56,972 Kevin R Jones 5,760 4,899 861 Linda M Jordan 2,000 2,000 0 Kyle Kirkpatrick Jordan 9,713 1,320 8,393 Dhananjay M Joshi 9,639 1,320 8,319 Darryl W Jue 1,000 1,000 0 Robert Jung 51,896 7,602 44,294 Jens B Junkermann 50,738 8,499 42,239 Vivienne Jupp 430,238 65,560 364,678 Pedro Jurado 3,750 2,500 1,250 Maher Hikmat Kaddoura 392,344 52,312 340,032 Jonathan D Kaehne 2,000 2,000 0 Henning Kaerner 50,738 8,499 42,239 Brian Geoffrey Kalms 72,865 11,288 61,577 Tom C Kane 49,989 13,523 36,466 Raghu Kannan 2,000 2,000 0 Brian Andrew Kaplow 1,655 1,103 552 Atul K Kapur 2,000 2,000 0

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Ikuo Karasawa 513,753 68,500 445,253 Ingemar Karlsson 845 845 0 Peter CA Karremans 60,485 9,798 50,687 Douglas L Kasamis 1,655 1,103 552 Martin Kasper 262,751 35,033 227,718 Sergio G Kaufman 80,761 12,850 67,911 David R Kaye 7,200 7,200 0 Michael John Leonard Kaye 31,106 3,439 27,667 Masahito Kazaoka 58,485 7,798 50,687 Marty R Kelliher 40,686 16,673 24,013 Stephen P Kelly 335,763 44,769 290,994 William F Kelly 3,655 3,103 552 Catharine J Kelly 2,000 2,000 0 Stephen A Kendrick 4,720 3,065 1,655 Nicholas R Kent 361,867 48,249 313,618 Rodney J Kerger 5,984 5,432 552 Michael D Kern 3,655 3,103 552 Sean M Kerr 1,948 1,396 552 Rolf Ketelaar 61,140 9,901 51,239 Ingo Kett 266,508 35,534 230,974 Norbert Kettner 48,738 6,499 42,239 J Patrick Keyes 7,130 3,103 4,027 Sudhindar K Khanna 531,080 80,926 450,154 Mitchell E Kick 2,000 2,000 0 Carl S Kiefer 47,803 17,324 30,479 Peter Kiehm 344,699 45,960 298,739 Hee Jip Kim 96,596 26,235 70,361 Chul Kim 56,857 7,486 49,371 Christopher W Kinder 514,979 68,664 446,315 Craig R Kindleman 1,000 1,000 0 John E Kindt 7,300 7,300 0 Guy H Kinley 40,984 12,224 28,760 John P Kinney 366,093 48,812 317,281 Hugh Kirby 45,879 11,836 34,043 Ina Kirchhof 67,014 11,551 55,463 Peter Kirk 38,583 14,094 24,489 Peter-Paul M J Kissels 344,699 45,960 298,739 Geir T Kjellevold 24,592 3,249 21,343 Michael Klein 35,369 13,707 21,662 Susanne Kloess 338,955 94,259 244,696 Stefan Knipp 33,125 11,249 21,876 Hartmann Knorr 767 767 0 Michael Knott 65,749 9,378 56,371 Yuhei Kobayashi 71,395 28,604 42,791 Benedikt J Koch 300,746 40,099 260,647 Martin Kochman 76,373 10,794 65,579 David J Koehl 2,000 2,000 0 Thomas Kohler 482,357 18,050 464,307 Pasi Koivunen 39,431 6,991 32,440 Yutaka Koizumi 68,212 9,727 58,485 Eiichi Kokado 25,436 3,249 22,187 Shigeharu Komuro 39,229 13,281 25,948 Jussi Konkola 37,431 4,991 32,440 John W Konvalinka 7,700 7,700 0 John D Korry 2,000 2,000 0 Frank EU Korsstrom 113,200 15,742 97,458 Thomas Allen Kraack 10,000 10,000 0 Carsten Kracht 55,209 12,418 42,791 Bernhard F Kraft 35,641 13,707 21,934 Jakob Holmen Kraglund 33,049 11,249 21,800

Page 10 of 20

Jeffrey A Krause 30,075 3,899 26,176 Michelle L Krause 1,655 1,103 552 Robert Kreuzer 129,966 17,328 112,638 Jaroslaw Kroc 32,779 11,249 21,530 Daniel P Krueger 2,656 2,104 552 Xian Hong Ku 78,039 12,850 65,189 Kazushi Kubokawa 33,436 11,249 22,187 Ralf Kuhn 60,485 18,246 42,239 Gabriele Kult 38,184 16,748 21,436 Ajit Kumar 48,398 2,000 46,398 Nalin Kumra 68,732 10,580 58,152 Ernesto J Kuperman 30,436 30,436 0 Eugenio Kuri 390,345 52,046 338,299 Ittoop J Kurian 7,514 41 7,473 Matti Kurvinen 55,290 8,650 46,640 Rod Keyes Laird 3,206 2,103 1,103 Adrian J Lajtha 643,371 85,783 557,588 Mark P LaLeike 2,000 2,000 0 Julie E Lamont 39,130 13,553 25,577 Alexander Landia 4,076 111 3,965 Jonathan L Lange 6,121 3,103 3,018 Gerhard Langst 129,966 17,328 112,638 Jean-Michel Lapisse 2,063 1,103 960 Brenda F LaPorte 1,690 1,690 0 Tomas Larez 107,263 34,904 72,359 Paul M Larson 2,655 2,103 552 Russell K Lath 32,856 11,249 21,607 Stephen M Michael Lathrope 35,600 10,419 25,181 William Martin Lattimer 500,105 135,036 365,069 Alex Wai-Leung Lau 476,642 63,552 413,090 Kevin M Laudano 43,504 12,548 30,956 Robert L Laurens 50,829 16,372 34,457 William John Laurie 2,000 2,000 0 Ed Lauwerens 9,255 6,398 2,857 Richard C LaVelle 4,100 4,100 0 Katherine D LaVelle 2,000 2,000 0 Michael T Lavelle 1,630 1,000 630 Kenneth P Lawhorn 37,939 11,899 26,040

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Richard Lawrence 1,000 1,000 0 Robert T Lax 2,750 2,000 750 Roberto Lazzari 37,772 11,899 25,873 Bernard Le Masson 4,135 3,583 552 Bruno Le Moal 4,135 3,583 552 Vincent Lebeault 26,392 4,684 21,708 Jae-Hyung Lee 310,648 50,690 259,958 Won-Joon Lee 58,146 17,596 40,550 Steven B Lee 38,554 17,544 21,010 Suk-Geun Lee 34,705 14,031 20,674 John A Lee 2,000 2,000 0 Sze-wing Lee 3,265 2,000 1,265 Jin K Lee 1,916 1,916 0 Jae-Han Lee 4,049 326 3,723 Dymphna Lehane 339,402 45,253 294,149 Roger W Lehman 46,867 8,000 38,867 Sandra L Leitch 65,449 9,551 55,898 Inaki Leiva 3,655 3,103 552 Stefan P. Lemke 5,630 748 4,882 William F Lenihan 2,001 2,000 1 Miriam Lenio 2,000 2,000 0 Antonio C Leocadio 307,576 50,474 257,102 Pino Leoni 33,023 11,249 21,774 Richard E Lesher 1,655 1,103 552 Patrick W Leung 299,282 39,904 259,378 Seth M Levine 5,750 4,500 1,250 Larry R Levitan 41,857 15,000 26,857 Lance Harold Levy 13,312 10,419 2,893 Gong Li 318,908 42,521 276,387 Angel Li 121,393 17,846 103,547 Roberto Libonati 37,926 11,899 26,027 Paul A Lichlyter 37,275 12,304 24,971 Harald Lieder 43,864 7,798 36,066 Adriaan H Lieftinck 67,014 11,551 55,463 Mark T Lillie 59,466 11,032 48,434 Beng Choon Lim 395,963 52,795 343,168 Joo Boon Lim 384,789 50,000 334,789 Angelica Lim 71,420 21,747 49,673 Alex Lin 41,710 12,388 29,322 Cherlyn C Linden 1,000 1,000 0 Robert K Lindsey 1,655 1,103 552 Norbert Linn 296,770 39,569 257,201 Ilkka Lipasti 39,431 6,991 32,440 Arthur S Liss 9,801 9,801 0 Ben T Little 35,069 10,419 24,650 Eric Allen Livingston 6,223 1,264 4,959 Richard Kim Loane 7,501 3,103 4,398 Joseph F Lobbato 438,811 58,508 380,303 Paul D Loftus 11,180 6,916 4,264 Kevin P Loftus 1,000 1,000 0 Karen A Lohss 45,449 13,243 32,206 Ian Lomas 100,997 36,574 64,423 Eric F Lonbois 381,256 50,834 330,422 John B R Long 2,435 107 2,328 Bradley Hoffman Loose 1,000 1,000 0 Ulrich Jakob Looser 20,000 20,000 0 Manuel Lopes da Costa 93,485 35,427 58,058 Francisco Javier Lopez Espejo 41,055 15,232 25,823 Steven E Lubowicz 32,799 8,000 24,799 Michael A Lucarini 34,597 12,249 22,348

Page 11 of 20

Andrea Lucchesi 2,000 2,000 0 Anna Chiara Lucchini 33,813 12,271 21,542 Betty G Lui 204,309 27,241 177,068 Richard Andrew Lumb 494,889 65,985 428,904 Pierre Lumsden 410,007 54,667 355,340 Charlotta Elsa Desirée Lundell Berg 6,460 675 5,785 Sami Juhani Luukkonen 37,431 4,991 32,440 Dirk Luyten 145,118 20,664 124,454 Mark John Lyons 91,892 30,316 61,576 Julian A Mabe 1,655 1,103 552 Mauro Macchi 3,655 3,103 552 Douglas L MacDonald 2,894 2,000 894 Bernardo Costa Macedo 70,366 19,679 50,687 Alastair Carmichael MacWillson 1,646 940 706 Kenzo Maeda 398,695 103,103 295,592 Luc P Maes 8,290 1,553 6,737 Michele Maggiorotti 5,667 4,012 1,655 Alwin Kumar Magimay 29,918 3,541 26,377 Josef Mago 51,488 7,602 43,886 Yong Sun Mah 362,952 48,190 314,762 Kevin L Maher 7,696 4,212 3,484 Raju Makanjee 79,980 29,293 50,687 Jukka Makela 37,431 4,991 32,440 Denise D Malecki 40,188 11,899 28,289 Klaus Malle 48,738 6,499 42,239 Philippe Mallet 7,557 1,397 6,160 Carl Christian Malm 38,044 11,249 26,795 Juho Eruui Magnus Malmberg 253,366 50,694 202,672 Frank Thomas Mang 67,223 24,744 42,479 Robert C Manion 34,881 34,881 0 Steven Mankoff 2,000 2,000 0 David Mann 56,049 8,285 47,764 Joseph V Marabito 2,817 1,714 1,103 Adrian Marcellus 4,397 1,572 2,825 Christian Marchetti 3,750 2,500 1,250

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Mauro Marchiaro 2,000 2,000 0 Gianluca A Marcopoli 29,121 7,149 21,972 Nitti L Mardjan 60,485 9,798 50,687 Giovanni Mariani 47,647 19,014 28,633 Fabrice Mariaud 24,643 3,249 21,394 Olivier Jean Marie 2,000 2,000 0 Eric E Marin 37,219 15,653 21,566 Alessandro Marin 5,667 5,115 552 Antonino Marino 33,023 8,000 25,023 Vitor Marques 33,962 11,249 22,713 Michele Marrone 25,087 3,512 21,575 Rob Martin 2,000 2,000 0 Pietro Martinelli 2,000 2,000 0 Maximina Sindiong Martinez 87,725 742 86,983 Marty E Martinson 2,000 2,000 0 Makoto Maruyama 129,966 17,328 112,638 Raul Jose Fonseca Mascarenhas 398,219 53,096 345,123 Tony Masella 4,676 3,103 1,573 Suzette L Massie 25,394 3,249 22,145 Xavier Massons 2,000 2,000 0 Thomas R Mataconis 2,399 2,000 399 John B Matchette 37,812 11,899 25,913 Michael A Matella 2,000 2,000 0 Guy Mather 41,876 15,677 26,199 Nishith Mathur 28,217 4,000 24,217 Kenji Matsuda 42,865 1,000 41,865 Marcio Carvalho de Mattos 365,744 48,766 316,978 Brian R May 3,656 3,103 553 Trent A Mayberry 1,655 1,103 552 Jon Mayne 92,674 13,243 79,431 Leena Mayteedol 307,436 95,902 211,534 Lynn H Mc Mahon 64,009 19,046 44,963 W Baker McAdams 20,000 20,000 0 James P Mccleneghen 5,966 5,414 552 David M McCurley 3,521 2,000 1,521 Jim McDade 8,835 5,860 2,975 Mark P McDonald 1,000 1,000 0 David Gordon McFarland 347,610 46,348 301,262 Don McGill 339,402 45,253 294,149 Michael A McGinn 386,071 51,476 334,595 Paul E McGowan 2,000 2,000 0 Jeff R McGowan 1,655 1,103 552 Neil M McGregor 2,000 2,000 0 Meg T McLaughlin 2,758 1,103 1,655 Malcolm A McNamara 25,971 3,249 22,722 Jonathan Patrick McQuoid 40,936 13,467 27,469 Timothy Medforth 390,201 52,027 338,174 Curt W Meeuwsen 1,000 1,000 0 Manish J Mehta 3,750 2,500 1,250 Peter Meinhardt 3,655 3,103 552 Sten Mejdahl-Hansen 33,923 4,000 29,923 Joakim Mellander 2,000 2,000 0 Eric J Melulis 1,000 1,000 0 Melvin E Schick & Joanna E Schick as Trustees

of Schick Family Trust u/a/d February 11, 1994

1,000

1,000

0

Lourenco Mendonca 39,723 13,782 25,941 Andrew Mendoza 64,310 8,500 55,810 Thierry Mennesson 31,620 8,874 22,746 Jair F A Merlo 175,642 51,188 124,454 Jeffrey Merrihue 22,651 17,767 4,884

Page 12 of 20

Tor Mesoy 1,655 1,103 552 Tony Metcalfe 49,968 16,592 33,376 Yannis Methodios 204,214 130,419 73,795 Thomas D Meyer 409,300 143,255 266,045 Andrew J Middleton 498,282 66,437 431,845 Wayne E Miers 12,500 12,500 0 Valentin Andres de Miguel Luno 32,816 11,249 21,567 Charles E Mihaliak 2,000 2,000 0 Massimo Milanta 2,000 2,000 0 James N Miller 33,403 11,641 21,762 Natasha Elizabeth Jane Miller 34,908 10,419 24,489 Richard E Miller 2,000 2,000 0 Neil Miller 8,773 1,181 7,592 George A Miller 1,000 1,000 0 Myke L Miller 1,000 1,000 0 Andrew Milligan 81,686 1,439 80,247 Stephen Anthony Mills 67,552 10,580 56,972 Ian David Milner-Brown 649,203 86,560 562,643 Alexander William Milward 6,832 1,181 5,651 Kelly B Miner 50,882 19,202 31,680 Raimon Miret 29,722 3,899 25,823 Agusti X Miro 4,222 2,000 2,222 Domingo Miron 9,554 8,304 1,250 Kazufumi Misawa 10,000 10,000 0 Lubos Miskuf 65,359 10,448 54,911 Koji Mitani 133,716 19,828 113,888 Clarence Mitchell 32,144 4,224 27,920 James D Mitchell 3,655 3,103 552 James E Mitchell 5,276 3,103 2,173 Seiichi Mitsui 454,028 60,537 393,491 Kuniyuki Miyashita 66,983 24,744 42,239 Kazuo Miyazaki 20,000 20,000 0 Stein Erik Moe 1,655 1,103 552 Peter Steen Mogensen 6,056 1,628 4,428 Michael Mohnhaupt 75,106 2,000 73,106 Frederick Molineux 5,859 5,307 552

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Rubens Moll 11,103 11,103 0 Steve Mollenkamp 51,738 8,499 43,239 Paolo Monesi 2,000 2,000 0 Beat R Monnerat 206,760 78,823 127,937 Alfredo Montalbano 2,000 2,000 0 Perry S Moody 58,075 14,173 43,902 Steven K Moomau 2,000 2,000 0 Noel C Mooney 27,941 6,194 21,747 Terry L Moore 35,141 11,249 23,892 Lee Tony Moore 36,590 10,419 26,171 Peter John Moore 3,655 3,103 552 R Alan Moore 2,000 2,000 0 Jamie R Moors 182,149 68,261 113,888 Brian J Moran 2,000 2,000 0 Roberta Morandi 24,961 3,249 21,712 Marco Morchio 32,824 11,249 21,575 Kurt E Moreby 79,903 1,641 78,262 Quentin Morelle 420,388 107,658 312,730 Michele Morelli 9,141 3,032 6,109 Juan Pedro Moreno 9,237 7,987 1,250 Paul T Morey 2,000 2,000 0 Guy V Morgan 370,075 118,313 251,762 William H Morris 40,419 7,439 32,980 Gael Comrie Morris 76,373 1,439 74,934 David G Morrison 14,095 1,595 12,500 David I Moskovitz 3,750 2,500 1,250 Chie Motoi 65,485 23,246 42,239 Jean-Francois F Moufle 6,866 3,583 3,283 Christophe Mouille 28,073 6,249 21,824 David John Mowat 576,056 85,074 490,982 Josef C Mueller 49,746 22,465 27,281 William J Mueller 12,500 12,500 0 David G Muir 49,866 13,523 36,343 Dennis A Mullahy 6,295 4,253 2,042 Donovan Herbert Muller 60,485 9,798 50,687 Daniel S Mullin 2,000 2,000 0 Henrik R Mulvad 38,646 15,673 22,973 Hans-Joachim Muncheberg 63,359 8,448 54,911 Cesar Muniz 399,252 53,234 346,018 Ronald Munk 288,093 38,412 249,681 Javier Mur 5,530 4,978 552 Nobuhiko Muraoka 24,888 3,249 21,639 Katsuya Murashima 62,140 10,901 51,239 Tohru Murayama 526,281 70,170 456,111 Tim Murfet 327,817 43,709 284,108 Stephen R Murnen 1,000 1,000 0 James E Murphy 225,650 172,395 53,255 Alistair Murray 72,864 11,288 61,576 Fabrizio Musmeci 3,655 3,103 552 Silvio Musso 2,000 2,000 0 Joel Nadjar 30,300 3,899 26,401 Ralf Naef 566,181 198,163 368,018 Tatsuya Nagayama 79,980 29,293 50,687 Ramesh B Nair 24,830 3,184 21,646 Remash Kumar Nair 9,382 1,684 7,698 Andy Naish 165,826 39,588 126,238 Yuji Nakamura 66,206 10,448 55,758 Yasuo Nakashima 270,054 36,007 234,047 Tanya Nargolwalla 50,738 8,499 42,239 Russ Nash 20,010 20,000 10

Page 13 of 20

Keith C Nashawaty 35,023 4,548 30,475 Christina L Naugle 53,564 20,572 32,992 Michael Paul Needleman 33,798 4,250 29,548 Axel Neidlein 15,310 12,873 2,437 Thomas H Neiger 4,750 3,500 1,250 Terence Victor Neill 205,000 205,000 0 Werner Neitzel 53,637 2,950 50,687 L Dean Nelson 43,759 3,759 40,000 Tamas Nemeth 50,738 2,000 48,738 Mark R Newall 65,749 9,378 56,371 Robert K Newman 2,001 2,000 1 Keith G Newton 618,793 82,505 536,288 Linh C Nguyen 3,806 1,269 2,537 Mandla Bikwa Nhlapo 58,485 7,798 50,687 David L Nichols 39,985 14,479 25,506 W Anthony Nichols 3,655 3,103 552 Claudia Nieto 133,621 20,431 113,190 Kelly Nimmo-Guenther 37,968 11,899 26,069 Hiroyuki Nishimura 368,805 49,174 319,631 Yuji Nishimura 133,072 18,803 114,269 Richard Roy Symes Niven 688,355 369,990 318,365 Petronio G Nogueira 447,906 59,721 388,185 Thomas F Nolan 2,702 1,103 1,599 Michael Nolte 24,825 3,249 21,576 A Joe Norris 2,934 2,000 934 Paul North 90,509 20,887 69,622 Robert Lewis Northcutt 3,785 1,103 2,682 Ian Matthew Notley 97,669 36,093 61,576 Francisco Jose Nuez Campos 32,848 11,249 21,599 Seiichiro Nukui 135,275 22,085 113,190 Luís Rafael Leite Nunes 4,162 1,516 2,646 Mark Oakes 67,553 10,580 56,973 Matt Oakley 44,063 11,482 32,581 Jeremy Oates 339,850 45,253 294,597 Thomas O Oblak 42,941 12,224 30,717 Patrick T O’Boyle 33,277 8,000 25,277

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Calvin A O’Brien 72,831 25,668 47,163 David O’Brien 11,906 9,437 2,469 John M O’Brien 35,072 4,604 30,468 Patricia B O’Brien 1,916 1,916 0 James F O’Byrne 468,196 62,426 405,770 Bruce L O’Connor 2,000 2,000 0 Frank J O’Dea 354,115 47,215 306,900 Per Uno Oesterman 29,116 7,249 21,867 Robert Brett Ogilvie 1,000 1,000 0 Robert F O’Keefe 2,000 2,000 0 Pedro Olmos Lopez 39,161 17,562 21,599 Dean W Olmstead 5,309 3,103 2,206 Azad Ootam 65,749 9,378 56,371 Kathleen T O’Reilly 2,000 2,000 0 Anne O’Riordan 2,000 878 1,122 Michael L Orlowicz 5,332 4,780 552 Stuart A H Orr 64,871 8,500 56,371 Renato Osato 34,032 4,000 30,032 Neil A Osborne 2,000 2,000 0 Bode Adesoga Ososami 39,719 5,710 34,009 Kiatisakdi Osothsinlp 25,011 2,000 23,011 Oonagh O’Sullivan 37,655 13,067 24,588 Philip Otley 36,525 4,604 31,921 Mark McRae Otway 36,500 36,500 0 Robert Ouellette 2,000 2,000 0 Steven S Ouzounian 2,000 2,000 0 Stanley M Oyama 2,020 2,000 20 Cenk O Ozdemir 33,463 11,249 22,214 Elizabeth J Padmore 54,145 12,899 41,246 Stephen Dowland Page 298,004 39,734 258,270 Duncan Brian Page 38,346 14,114 24,232 Massimo Pagella 3,655 3,103 552 Andrew R Pahlman 78,281 17,200 61,081 Mark Paling 2,000 2,000 0 Jarkko Pallasaho 33,278 11,249 22,029 Jorge Palmela 65,479 10,568 54,911 Jerry L Palmer 5,559 5,007 552 Michael E Palmer 8,917 4,223 4,694 Robert O Palmer 2,000 2,000 0 Purificacion Paniagua 42,474 15,232 27,242 Pietro Papantuono 1,000 1,000 0 Shep Parke 3,800 1,264 2,536 Craig W Parsell 131,621 18,431 113,190 Gregory E Pascuzzi 1,000 1,000 0 Aseet A Patel 72,864 11,288 61,576 Piyush M Patel 30,205 5,419 24,786 Abelardo Pato Rodriguez 1,958 15 1,943 Rich Patrick 4,717 3,103 1,614 John H Patterson 65,175 20,400 44,775 Gareth D Paul 420,179 56,024 364,155 Sam A Paul 1,655 1,103 552 Dave Malcolm Pearce 64,043 8,448 55,595 Mark H Pearson 301,444 40,192 261,252 Miguel Peco 1,000 1,000 0 Alison Peden 89,820 18,274 71,546 Carlos Pedranzini 335,866 44,782 291,084 David W Pepping 3,655 3,103 552 Luis Sant’ana Pereira 373,019 49,712 323,307 William D Perry 20,000 20,000 0 Thad R Perry 1,589 1,589 0

Page 14 of 20

Kathleen B Persian 38,162 11,899 26,263 Mikael Persson 2,000 2,000 0 Zoe A Peterson 1,690 1,690 0 Darrell L Petty 3,655 3,103 552 Antonio Pezzinga 1,655 1,103 552 Henning Pfaffhausen 276,555 36,874 239,681 Andreas Michael Pfeifer 136,470 20,431 116,039 Michelle B Pfeifer 2,000 2,000 0 Walter Pfeiffer 16,570 14,945 1,625 Kai Pfitzner 60,485 2,000 58,485 Gregory Thomas Phalin 5,750 4,500 1,250 Edwin M Phanord 25,671 3,249 22,422 Mark D Phillips 71,061 10,086 60,975 Massimiliano Pian 9,491 3,032 6,459 Paul J Pieper 2,000 2,000 0 Elina Inkeri Piispanen 38,022 11,899 26,123 Audie T Pili 163,681 21,824 141,857 Willy Pillinger 74,131 27,245 46,886 Thomas D Pincus 7,500 7,500 0 Thierry Pineau 13,142 8,810 4,332 Guilherme J Pinheiro 37,339 4,873 32,466 Juergen Pinkl 62,000 19,761 42,239 Kevin J Pint 7,228 1,202 6,026 Roberto Piraccini 2,000 2,000 0 Gregory J Pitstick 5,965 3,103 2,862 Robert Charles Pitt 486,563 117,585 368,978 Adan Plaza 33,518 11,951 21,567 David E Plesko 2,808 2,000 808 Troy R Pliska 32,771 11,249 21,522 Matthew J Podrebarac 2,000 2,000 0 Teresa L Poggenpohl 2,000 2,000 0 John W Poindexter 4,175 2,000 2,175 John P Poisson 30,223 3,899 26,324 Jean-Laurent Poitou 1,655 1,103 552 David L Pope 2,000 2,000 0 Andrew David Poppleton 46,928 14,172 32,756

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Santiago Roberto Pordelanne 31,726 4,224 27,502 Achille Poretta 2,516 1,103 1,413 James Porter 68,552 11,000 57,552 Mark E Potocki 19,148 1,277 17,871 Parrish K Potts 2,000 2,000 0 Anne M Potvin 2,000 2,000 0 Blake A Pounds 1,655 1,103 552 Alex Anthony George Powell 171,996 29,772 142,224 Heru Prasetyo 159,308 159,308 0 Friedrich J Preiss 293,749 39,007 254,742 Daniele Presutti 3,655 3,103 552 Penelope G Prett 8,319 1,264 7,055 Juan Carlos Prieto 549,800 245,119 304,681 Barry Prince 342,836 45,711 297,125 Sarah Gillian Pritchard 40,276 15,094 25,182 Piero Pronello 4,412 1,103 3,309 Andreas Przewloka 57,122 9,213 47,909 Robert Purks 35,661 13,759 21,902 Gary Stephen Pusey 20,000 19,350 650 Juha J Pylkko 30,200 7,249 22,951 Aidan Quilligan 76,373 10,794 65,579 Jose Ignacio Quintero 2,000 2,000 0 Kevin N Quiring 37,326 4,873 32,453 David E Radvany 2,000 2,000 0 Barry Rafe 2,000 2,000 0 Thomas Raffeiner 63,212 12,819 50,393 Donald J Ragas 1,000 1,000 0 Sadeesh Raghavan 351,759 46,901 304,858 Cheryl C Railey 3,655 3,103 552 Paolo Raimondo 33,312 11,249 22,063 Rajiv Rajput 8,666 1,535 7,131 Anantha K Raman 2,000 2,000 0 Balaji V Ramarao 3,895 3,343 552 María Ángeles Ramirez Fuentes 3,062 931 2,131 Antonio Carlos M Ramos 69,887 10,200 59,687 William F Ramsaur 20,874 20,874 0 Jack Ramsay 134,567 20,431 114,136 Arne H Ramstad 2,000 2,000 0 Giancarlo Ranaldi 1,655 1,103 552 Marco Rapaglia 310,035 41,071 268,964 Eric Carl Rasmussen 33,553 7,899 25,654 Tobias Rataj 30,986 3,249 27,737 Philip J Rauen 2,000 2,000 0 Justin Rautenberg 32,767 11,249 21,518 John R Ray 40,999 8,873 32,126 Matthew V Ray 6,756 3,103 3,653 Jazz Rayet 67,831 20,668 47,163 Craig Rea 147,678 22,107 125,571 Juan Manuel Rebollo 5,509 4,957 552 Bernd Recker 131,621 18,431 113,190 Michael J Redding 42,372 16,109 26,263 Inigo Redondo 79,980 29,293 50,687 David M Regan 10,577 1,460 9,117 Jeronimo Reguera 2,000 2,000 0 Michael Rehm 132,621 19,431 113,190 Jan Rehnman 4,840 4,288 552 Philippa Reid 473,535 63,138 410,397 David Reid 65,749 9,378 56,371 Holger Reimers 60,485 9,798 50,687 Jeffrey Todd Relf 2,000 2,000 0

Page 15 of 20

Hans-Peter Remark 319,684 42,624 277,060 Gabriel Remolina O 7,000 7,000 0 Claude Pierre Remy 4,500 4,500 0 Rick H Rene 3,656 3,103 553 Frank Rennekamp 32,697 11,249 21,448 Gavin Henry Rennie 335,763 44,769 290,994 Daniel W Ressler 2,000 2,000 0 Scott S Revare 1,655 1,103 552 Jose Antonio Revuelta 2,000 2,000 0 John J Reynolds 2,082 845 1,237 Bernhard Rheinberger 65,014 9,551 55,463 Umar Riaz 1,845 1,845 0 Francisco Jose V Ribeiro 75,106 11,747 63,359 Pedro M Ribeiro 25,061 3,249 21,812 John D Rice 2,000 2,000 0 David T Richards 5,750 4,500 1,250 Paul Richardson 65,749 9,378 56,371 Seth W D Richman 45,014 12,548 32,466 Frank Riemensperger 354,115 47,215 306,900 Christopher S Rigg 38,162 8,000 30,162 Thomas Riggert 466,080 62,144 403,936 Cato W Rindal 29,739 3,899 25,840 Timothy A Ringo 28,723 3,541 25,182 Robert Mackellar Ritchie 58,485 7,798 50,687 Antonio Rivas Perez 38,415 15,677 22,738 Alfonso Rivero 1,655 1,103 552 Harford M Robb 8,725 8,725 0 Rick Robbins 1,925 1,373 552 Robert J. Ahern as Trustee of the

Robert J. Ahern Trust dated June 16, 1977

10,500

10,500

0

Peter Albert Roberts 26,627 26,627 0 David A Roberts 20,000 20,000 0 Neville Roberts 77,816 15,222 62,594 Gregory C Roberts 37,027 14,164 22,863 David T Roberts 33,019 11,249 21,770 Jon Robertson 55,124 1,439 53,685 Mark Roger Robertson 1,061 1,061 0 Marcus D Robinson 41,976 15,677 26,299

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Dean C Robinson 2,000 2,000 0 Anthony Roby 2,000 2,000 0 Fausto Roda 2,000 2,000 0 Mark A Rode 3,456 2,000 1,456 Buffie D Rodri 39,947 13,577 26,370 Michael J Rogalski 3,878 2,000 1,878 John G Rogers 1,000 1,000 0 David Zvi Ron 7,905 804 7,101 Steven A Rosati 42,044 15,875 26,169 Scott M Rose 2,000 2,000 0 Ira M Rosenmertz 2,875 2,875 0 Alessandro Rossi 32,669 11,249 21,420 David A Rossi 2,758 1,103 1,655 Marco Rotondo 32,898 11,249 21,649 David M Rouls 31,912 9,799 22,113 Jeremy Paul Rowe 65,359 2,000 63,359 Mark Graham Rowlands 66,674 9,702 56,972 David Rowlands 9,408 1,181 8,227 Michael L Rowley 2,000 2,000 0 Carl Rubin 25,261 3,249 22,012 Rafael Rubio 4,369 3,817 552 Fernando Rufilanchas 5,509 4,957 552 Ralf Runau 256,335 9,500 246,835 Michael Rundshagen 58,570 14,794 43,776 C Holly Runyon 2,000 2,000 0 Christopher Rupp 55,124 1,439 53,685 R Paul Russell 407,004 205,515 201,489 Jeffrey S Russell 42,510 12,548 29,962 Michael J Russell 1,655 1,103 552 Carlos E Rust 48,738 6,499 42,239 Kate Rutherford 307,752 41,033 266,719 Elizabeth L Rutigliano 7,451 5,292 2,159 Mark J Ryan 398,219 53,096 345,123 Shane B Ryan 316,246 52,707 263,539 Richard A Ryan 2,000 2,000 0 Gerald L Rydberg 32,745 32,745 0 Luis Jose Sa Couto 474,425 77,854 396,571 Kyriacos Sabatakakis 34,870 14,684 20,186 Rodolfo Sabater 3,039 2,000 1,039 Yasushi Saka 79,872 23,880 55,992 Marco Salera 5,742 833 4,909 Graciela Salgado Sarria 74,761 10,850 63,911 Marcus Salouk 3,829 2,000 1,829 Sushil Saluja 107,662 38,572 69,090 Heron A Samara 116,883 44,524 72,359 Sudarshan Sampathkumar 90,377 2,000 88,377 Katherine J Sample 75,495 9,916 65,579 Mark G Samuelian 2,000 2,000 0 Antonio San Agustin 2,000 2,000 0 María Aránzazu Sanchez Hernandez 6,738 916 5,822 Jose Luis Sancho 2,000 2,000 0 Liv Guri Sandbaek 79,916 11,996 67,920 Tonje Sandberg 4,699 1,572 3,127 Arak Sanprasert 41,770 7,303 34,467 Paulo Santos 277,268 36,874 240,394 Joao C Santos 24,727 3,249 21,478 Maria Jose Sanz Jimenez 24,848 3,249 21,599 Thomas W Sarowski 50 50 0 Tsuyoshi Sato 25,716 3,249 22,467 Michael Sauter 149,288 36,650 112,638

Page 16 of 20

Paul Ferris Saydah 5,844 5,292 552 Kenneth Scalet 2,000 2,000 0 Maria Scarcella 2,000 2,000 0 Eric Schaeffer 4,572 3,583 989 Kurt H Schaffir 7,500 2,500 5,000 Robert H Scheier 1,916 1,916 0 Dieter Helmut Schelzel 1,075 603 472 Guido Scherer 79,573 31,375 48,198 Jose Roberto Schettino Mattos 392,344 52,312 340,032 Ricardo Scheuer 319,725 42,630 277,095 Daniel A Schlegel 102,984 37,344 65,640 Hubertus Schleuter 61,140 9,901 51,239 Elisabeth S Schmidt 41,318 15,296 26,022 John H Schmidt 3,655 3,103 552 Stefan Schneider 263,450 35,033 228,417 Ingrid Schneider 39,957 17,927 22,030 Patrick O Schneider 2,887 2,000 887 Philip L Schneider 1,363 1,363 0 Stephan Scholtissek 296,770 39,569 257,201 Jan L Schotte 60,485 9,798 50,687 Denise M Schrimsher 5,636 5,084 552 Rikard Schroeder 25,034 3,249 21,785 Dirk Schuerbuescher 33,492 11,249 22,243 Andreas Hermann Schuler 33,173 11,249 21,924 Mark A Schuler 2,000 2,000 0 Rolf Schulz 381,774 62,568 319,206 Michael X Schulz 49,738 7,499 42,239 Torsten Schumacher 20,000 20,000 0 Pablo D Schuster 70,232 11,097 59,135 Thomas D Schwenger 5,583 3,007 2,576 Michael Schworer 90,000 41,400 48,600 Charlene A Scott 50,738 8,499 42,239 Adriana Scozzafava 8,705 916 7,789 Chin Siong Seah 48,738 6,499 42,239 Dana H Sedgass 2,000 2,000 0 M Andrew Seikel 2,808 2,000 808 Ryoji Sekido 129,966 17,328 112,638

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Stephen M Sell 33,435 11,249 22,186 Douglas W Sellers 3,655 3,103 552 Christian Selmer 2,000 2,000 0 John F Semmer 3,877 2,000 1,877 Takayasu Senba 67,014 11,551 55,463 Pollie Sengstake 2,000 2,000 0 Ari T Seppala 230,973 30,796 200,177 John S Sepple 4,528 3,103 1,425 Ralph Peter Seraphim 68,232 9,097 59,135 Ameet A Shah 342,836 45,711 297,125 David P Shatto 3,750 2,500 1,250 Conrad M Sheehan 38,075 11,899 26,176 Takashi Shimodoi 393,468 52,463 341,005 Michael T Shimota 25,997 3,249 22,748 Hiroshi Shinbo 157,910 44,720 113,190 Sean Shine 359,155 47,731 311,424 Dean K Shold 2,000 2,000 0 Clive Lintorn Shore 35,205 7,439 27,766 Richard S Siber 2,918 1,723 1,195 Todd A Sickles 29,657 3,899 25,758 Julianto Sidarto 46,763 6,727 40,036 Gary Laurence Siegel 4,756 4,204 552 James J Sikora 2,489 1,103 1,386 Kenneth S Silbert 54,840 14,173 40,667 Markku T Silen 302,183 40,291 261,892 Roberto Silva 25,000 12,500 12,500 Afonso Silva 58,485 7,798 50,687 Stephen Sanders Simmerman 1,916 1,916 0 Andrew J Simmonds 425,769 56,769 369,000 Vasco Simoes 131,966 19,328 112,638 Thomas M Simoneau 2,000 2,000 0 Janet M Simonitsch 2,000 2,000 0 Catherine M Simons 2,656 2,103 553 Theo Jan Simons 6,322 736 5,586 David Charles Simpson 560,686 74,758 485,928 Peter Simpson 80,681 19,706 60,975 Steven M Singer 3,500 3,500 0 Todd W Singleton 36,817 3,899 32,918 Andrea P Sinner 1,655 1,103 552 Ravi Sirianukul 45,689 11,756 33,933 Michael J Sivo 2,000 2,000 0 Joakim L Sjoeman 2,000 2,000 0 Julian Skan 82,410 15,468 66,942 John Clive Skerritt 899,239 316,004 583,235 Thomas M Skiba 2,000 2,000 0 Steven G Skinner 2,839 2,000 839 Fraser Skirrow 304,690 40,625 264,065 Richard L Sklarin 1,655 1,103 552 Peter Skodny 57,037 17,151 39,886 Ole Skov 355,211 47,380 307,831 Ian Daniel Slattery 65,359 10,448 54,911 Anne Marie Smart 9,064 3,064 6,000 Roland Smertnig 49,484 6,499 42,985 Jan-Coen Smit 86,509 14,150 72,359 Iain S Smith 342,836 45,711 297,125 Nigel Smith 145,466 20,968 124,498 Leighton F Smith 8,000 8,000 0 T Baker Smith 3,655 3,103 552 Edward D Smith 2,000 2,000 0 Richard R Smith 1,655 1,103 552

Page 17 of 20

P Dean Smith 3,234 76 3,158 Russell Robert Smyth 49,678 19,138 30,540 Robin D Smyth-Osbourne 382,665 50,881 331,784 Wayne P Sobon 1,000 1,000 0 Larry M Socher 3,751 2,500 1,251 Carney R Soderberg 100,537 100,537 0 Scott W Softy 25,039 3,249 21,790 Julie A Sokol 35,394 13,675 21,719 Jon David Solomon 32,269 4,224 28,045 Lawrence F Solomon 3,309 1,103 2,206 Sham Soobiah 60,485 9,798 50,687 Claudio Sousa 48,738 6,498 42,240 David J Sovell 39,344 4,000 35,344 Christine T Sovereign 45,086 18,465 26,621 M Scott Sparks 30,441 3,899 26,542 Marco Spaziani Testa 32,961 11,249 21,712 John R Spellman 7,500 7,500 0 Mark Gerald Spelman 559,535 75,144 484,391 Allan Paul Spence 361,867 48,249 313,618 Michael J Spencer 327,817 43,709 284,108 Francesco Spinelli 1,000 1,000 0 Thomas H Spurr 45,904 12,873 33,031 David Squire 331,905 44,254 287,651 Patrick J St James 34,706 5,000 29,706 Robin Stainer 188,803 188,803 0 John Stares 497,771 70,896 426,875 Andrew Starrs 336,579 45,585 290,994 Gregory S Stayin 7,243 4,216 3,027 John M Stefanchik 35,439 12,292 23,147 Andrew B Stengel 2,109 2,000 109 Joel A Stern 5,110 3,103 2,007 Harold A Stern 2,000 2,000 0 Marcelo Daniel Sternberg 360,670 64,119 296,551 David E Stilerman 294,235 57,063 237,172 Allen Emil Stiles 1,000 1,000 0

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Paul L Stock 10,345 5,345 5,000 Jeffrey A Stocker 3,655 3,103 552 Torbjoern Stockman 2,000 2,000 0 Peter C Stockman 1,000 1,000 0 Mark P Stoke 2,000 2,000 0 Glenn A Stolar 50,095 12,224 37,871 Manfred Stoll 540,951 205,549 335,402 Ken B Stoll 2,000 2,000 0 William E Storts 26,076 26,076 0 Jeffrey H Stout 3,655 3,103 552 Willem Strauss 413,943 55,193 358,750 Terri E Strauss 2,000 2,000 0 James P Struntz 32,187 5,088 27,099 Richard J Stuckey 22,076 22,076 0 Jesús Manuel Sualdea Martín 8,984 916 8,068 Robert Suh 27,785 10,000 17,785 Adedotun Sulaiman 205,614 67,769 137,845 Andrew J Sullivan 45,414 12,873 32,541 Richard W Sullivan 12,500 12,500 0 John A Sundean 1,655 1,103 552 Alfredo Pablo Surroca Martin 24,848 3,249 21,599 Karl Sussebach 133,621 20,431 113,190 Toshimasa Suzuki 420,006 107,296 312,710 Bente Svensson 2,000 2,000 0 Karin Svensson 2,000 2,000 0 Philip Walter Swallow 427,323 56,977 370,346 Michelle R Swanback 24,933 3,249 21,684 Stephen J Swartz 1,750 1,750 0 Michael S Sweeney 2,786 2,000 786 Michael John Switek 6,082 3,876 2,206 Paul Joseph Sylvester 7,722 3,960 3,762 Yasumasa Takeda 582,958 161,932 421,026 Tomokazu Takeda 25,436 3,249 22,187 Nobuyoshi Takuma 65,014 9,551 55,463 Marcello Tamietti 28,961 7,249 21,712 Charles Tan 129,367 18,982 110,385 Judy S Tan 44,606 6,548 38,058 Kazushi Taniguchi 296,770 39,569 257,201 Robin Tapp 42,426 15,677 26,749 Frank Jay Tappen 2,000 2,000 0 Esther Tarres 33,242 11,249 21,993 Kelly F Tate 2,000 2,000 0 Gregory L Tatum 7,261 3,774 3,487 Joao Pedro Tavares 78,060 25,293 52,767 Joao Antonio Tavares 131,621 18,431 113,190 Keith E Tayloe 4,412 1,103 3,309 Richard John Taylor 375,851 57,273 318,578 Stuart W Taylor 311,184 43,617 267,567 Gerald A Taylor 43,076 13,038 30,038 Roxanne Taylor 3,655 3,103 552 Michael R Templin 2,000 2,000 0 Lay Lim Teo 73,306 21,495 51,811 Bernardus Ter Braak 362,651 21,116 341,535 Yoshimasa Terada 60,485 9,798 50,687 Glen A Terbeek 30,865 30,865 0 Enrico Terenzoni 37,854 2,200 35,654 Philippe Terol 25,191 3,249 21,942 Thomas F Terry 2,000 2,000 0 Atilla Terzioglu 6,359 4,937 1,422 Rainer W Teschner 385,811 51,441 334,370

Page 18 of 20

Allan Lord Tetley 10,523 10,000 523 Steven T Thayer 2,000 2,000 0 Nam Yew Thean 25,289 3,249 22,040 Orapong Thien-Ngern 48,493 19,395 29,098 J Dil Thomas 497,255 120,170 377,085 Gerhard P Thomas 308,832 41,178 267,654 Randell C Thomas 31,000 31,000 0 Glenn J Thomas 41,189 13,899 27,290 Steven Thomas 9,193 1,181 8,012 Bryce B Thompson 40,167 12,224 27,943 Steve J Thomson 38,339 13,553 24,786 Andrea K Thomson 12,095 1,324 10,771 Thomas Holman Thornton 5,647 1,202 4,445 Gregory A Thorson 1,655 1,103 552 Carl-Peter Thorwid 33,351 11,249 22,102 Annika Thunberg 2,000 2,000 0 Raja Thuraisingham 353,323 68,523 284,800 Douwe Derk Tideman 71,832 29,310 42,522 Petra Tielkes 660 660 0 Matthew A Tillman 2,000 2,000 0 Barbara H Titzrath 69,887 10,200 59,687 Henning Todte 70,515 19,276 51,239 Ross H Tokmakian 10,661 1,202 9,459 Takashi Tominaga 131,621 18,431 113,190 Masao Tomomune 135,460 22,822 112,638 Philip M Toomey 680,982 188,153 492,829 Makoto Toyoda 266,508 35,534 230,974 Judy B Trafas 6,412 3,103 3,309 William L Trafton 47,275 12,873 34,402 Guido Traverso 1,000 1,000 0 Hubert Tresarrieu 7,509 1,397 6,112 Pierluigi Troncatti 1,690 1,690 0 James K Trowhill 2,000 2,000 0 Mike Steven True 304,690 40,625 264,065 Jack Tsai 54,637 9,018 45,619 Yasuhiko Tsuchida 60,485 9,798 50,687 Stefano Tubino 5,667 5,115 552

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Franco Turconi 3,309 1,103 2,206 Brett A Turner 71,936 11,841 60,095 Harold C Turner 3,655 3,103 552 Martin Derek Ullyatt 68,300 9,378 58,922 Olav Storli Ulvund 30,044 3,899 26,145 Keiichi Unno 254,196 254,196 0 Arnold R Urson 376,153 50,153 326,000 Ushio Usami 335,866 44,782 291,084 Fernando Usera 1,000 1,000 0 Sajid Usman 4,693 2,103 2,590 Fabio Pietro Vacirca 35,663 13,936 21,727 Rudy J Valli 2,000 2,000 0 Risto Valtakari 65,287 9,587 55,700 Geert van den Goor 7,399 736 6,663 Maud M van den Meiracker 10,568 9,871 697 Luc Van der Biest 283,361 37,781 245,580 Roswitha Adele Maria van der Markt 71,182 1,000 70,182 Edwin Van der Ouderaa 131,621 18,431 113,190 Thomas F Van Horn 20,436 20,000 436 William T Van Lieshout 39,053 39,053 0 Michel A M van Rosendaal 58,485 7,798 50,687 Dirk A Vanderheyden 12,440 12,440 0 Martin H Vandersteen 65,000 65,000 0 Jean M Vandevelde 5,100 2,361 2,739 Alexander Van’ t Noordende 410,713 143,749 266,964 Jeffrey G VanWie 1,655 1,103 552 Stephen A Varley 57,315 8,285 49,030 C Clark Varner 2,000 2,000 0 Andrew James Vautier 75,937 12,811 63,126 Mireya Velasco 5,500 4,948 552 Hendrik J Velders 332,165 60,018 272,147 Bernd Venohr 336,187 44,825 291,362 Jerome Vercaemer 24,917 3,249 21,668 Marco Vernocchi 32,743 11,249 21,494 Eric R Veron 1,655 1,103 552 Rik M Vervisch 84,890 29,427 55,463 Paulo Vilares Vicente 59,212 7,798 51,414 Gary Vickers 129,966 17,328 112,638 John Vickery 28,593 6,249 22,344 Philippe Vidal 38,757 13,061 25,696 Davide Vignotti 2,402 1,000 1,402 Jose Carlos Villela 296,770 39,569 257,201 Georg Hans Virnich 75,977 75,977 0 Gil J Vogel 25,874 3,249 22,625 Steve M Voichick 2,000 2,000 0 Curt Volkmann 2,000 2,000 0 Anton von Bebenburg 35,359 10,592 24,767 Toennies-Hilmar Von Donop 278,347 37,113 241,234 Hans Georg von Lewinski 59,173 10,079 49,094 Jos I Vranken 68,232 9,097 59,135 Marc A Vrouenraets 292,557 39,007 253,550 Sergio F Vulej 386,071 51,476 334,595 Charles J Waeltz 44,596 8,000 36,596 Todd R Wagner 2,000 2,000 0 Cathinka E Wahlstrom 3,418 2,866 552 Salman Wakil 1,395 1,000 395 Patricia H Walker 2,000 2,000 0 Jamie D Walker 7,455 1,376 6,079 R Brian Walker 1,655 1,103 552 John A Wallace 64,195 17,032 47,163

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Gordon Walters 40,380 15,594 24,786 Paula A Walworth 2,000 2,000 0 Bo Wang 39,320 14,417 24,903 Peter D Warasila 2,685 1,103 1,582 Michael L Ward 307,706 307,706 0 Carl Ward 39,112 11,249 27,863 Nicholas J Ward 4,758 3,103 1,655 Christopher L Ward 7,346 1,264 6,082 Richard Anthony Warner 65,749 9,378 56,371 Steven B Warner 2,000 2,000 0 John J Warren 6,500 6,500 0 Henrique L Washington 304,476 40,599 263,877 Nobuhiko Watanabe 38,310 16,123 22,187 Karl C Watkins 1,000 1,000 0 Ian Charles Watmore 625,413 83,389 542,024 Doug F Watson 45,241 12,873 32,368 Vincent C Watts 33,025 33,025 0 Ruwan Upendra Weerasekera 26,668 20,078 6,590 Sandra J Wege 2,000 2,000 0 Olaf Wehrkamp 50,738 8,499 42,239 Peter Weigert 311,975 55,462 256,513 David R Weinstein 2,000 2,000 0 Sean Weir 145,466 20,968 124,498 Marie E Weirich 2,000 2,000 0 James F Weiss 5,309 2,000 3,309 Shari K Wenker 38,164 4,873 33,291 Hugo Giles Were 412,683 121,689 290,994 Stephan Werthschulte 33,104 11,249 21,855 Andrew Douglass West 76,998 20,627 56,371 Kevin Alistair Westcott 5,660 4,864 796 Adrian Westlake 78,624 20,160 58,464 James F Whelan 38,120 12,087 26,033 Scott B White 38,178 11,899 26,279 Simon John Whitehouse 446,404 59,520 386,884 Clive Henry Hague Whitehouse 38,851 4,958 33,893 David John Whiteing 8,615 1,181 7,434 Baerbel Wicha-Krause 5,331 3,706 1,625

Number of Class A common shares beneficially owned immediately after Number of Class A Maximum number of sale of maximum number of Class A common shares Class A common common shares contemplated by this

Name beneficially owned shares to be offered registration statement Steve D Wick 55,309 14,325 40,984 Gregor Wick 73,106 9,747 63,359 Adrian Widmer 78,935 31,437 47,498 Friederike A Wiertulla 74,204 15,719 58,485 Richard Duncan Wild 78,499 14,189 64,310 Angus Garvin Wildblood 65,749 9,378 56,371 Harry Wildeboer 10,889 9,559 1,330 Richard John Wildman 196,924 905 356,884 Francis H Wildt 8,393 8,393 0 Robert A Willett 196,924 196,924 0 Phil James Williams 26,195 12,548 13,647 Mark C Williams 6,388 5,319 1,069 Andy M Williams 2,962 2,000 962 Simon C Williams 145,466 1,439 144,027 Andrew Wilson 41,653 15,243 26,410 Paul R Wilson 67,020 9,378 57,642 Kelly Wilson 40,762 8,000 32,762 Todd S Wilson 2,399 1,103 1,296 David R Wilson 1,000 1,000 0 Ole Winberg 134,993 21,803 113,190 Brian W Winne 114,743 25,000 89,743 Joseph D Winslow 1,000 1,000 0 Theresa Wise 27,865 3,541 24,324 Andreas Wisser 7,789 789 7,000 Michael E Wolk 2,000 2,000 0 Robert E Wollan 1,655 1,103 552 David E Wolski 1,000 1,000 0 James P Wong 66,658 12,930 53,728 Gilbert D Wootton 2,191 2,000 191 Andrew W Worley 25,004 3,249 21,755 Kennard L Wottowa 50,653 16,784 33,869 Mark A Wozniak 25,784 3,249 22,535 Rodney N Wright 39,322 15,458 23,864 Joseph Paul Wroblewski 9,593 1,245 8,348 Garret R Wu 33,059 11,336 21,723 C Cristian Wulf 2,000 2,000 0 Steve Wylie 71,714 16,741 54,973 Graham L Wyllie 64,749 1,000 63,749 John A Yacobi 1,655 1,103 552 Michael Joseph Yadgar 7,612 1,320 6,292 Ahmet Yalcin 54,932 12,246 42,686 Naoyuki Yazawa 10,713 1,647 9,066 Peter H Yen 65,748 11,435 54,313 Masahiro Yoshida 298,050 39,569 258,481 Yasunori Yoshimoto 435,219 58,029 377,190 Mark P Younger 357,913 48,176 309,737 Idar Ytterdal 2,000 2,000 0 Naoji Yui 224,315 224,315 0 Evelyn Zabo 2,000 2,000 0 Noor Azlin Zainal Abidin 48,763 7,369 41,394 Fortunato Juan S Zalamea 500 500 0 Jeffrey C Zaniker 3,719 2,000 1,719 Luis F Zaninetti 29,595 3,899 25,696 Ignacio Zapater 29,817 3,899 25,918 Stephen Zatland 45,731 11,836 33,895 John Kenelm Zealley 362,365 48,747 313,618 Patrick T Zelten 3,655 2,000 1,655 John A Zerbe 2,000 2,000 0 Marco Ziegler 5,145 1,320 3,825 Allan Ziirsen 3,829 2,000 1,829

Page 20 of 20

Daniel C Zimmerman 33,394 8,000 25,394 GL Zunker 2,411 2,000 411 Stephen Ross Zutovsky 2,000 2,000 0 Marc Zwaaneveld 50,738 8,499 42,239 Debbie Masithole Zwane 58,485 7,798 50,687 Miguel D Zweig 42,702 14,283 28,419