<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2002

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                                  PwCC LIMITED
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                <C>                                <C>
             BERMUDA                              8742
 (State or other jurisdiction of      (Primary Standard Industrial             (I.R.S. Employer
  incorporation or organization)      Classification Code Number)           Identification Number)
</Table>

                             ---------------------
                                CLARENDON HOUSE
                                2 CHURCH STREET
                            HAMILTON HM 11, BERMUDA
                                 (441) 295-5950
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                             ---------------------
                                RONALD B. HAUBEN
                                  PwCC LIMITED
                          30 SOUTH SEVENTEENTH STREET
                                   14TH FLOOR
                             PHILADELPHIA, PA 19103
                                 (215) 972-2900
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ---------------------
                                   COPIES TO:

<Table>
<S>                                <C>                                <C>
        JULIE T. SPELLMAN                    JEFFREY SMALL                   CANDACE K. BEINECKE
     CRAVATH, SWAINE & MOORE                  LUCIANA FATO                   KENNETH A. LEFKOWITZ
         WORLDWIDE PLAZA                 DAVIS POLK & WARDWELL            HUGHES HUBBARD & REED LLP
        825 EIGHTH AVENUE                 450 LEXINGTON AVENUE        ONE BATTERY PARK PLAZA, 12TH FLOOR
     NEW YORK, NEW YORK 10019           NEW YORK, NEW YORK 10017           NEW YORK, NEW YORK 10004
          (212) 474-1000                     (212) 450-4000                     (212) 837-6000
</Table>

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the effective date of this registration statement.

    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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier 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.  [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                    TITLE OF EACH CLASS                            PROPOSED MAXIMUM                  AMOUNT OF
              OF SECURITIES TO BE REGISTERED                 AGGREGATE OFFERING PRICE(1)          REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                            <C>
    Class A common shares, par value $0.0001 per share
       (including preferred shares purchase rights(2))              $1,000,000,000                    $92,000
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933. The proposed
    maximum offering price includes amounts attributable to Class A common
    shares that the underwriters may purchase to cover over-allotments, if any.

(2) Rights initially will trade together with the Class A common shares. The
    value attributable to the rights, if any, is reflected in the market price
    of the Class A common shares.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS (Subject to Completion)
Issued        , 2002

                                           Shares

                                  PwCC Limited
                             CLASS A COMMON SHARES
                            ------------------------

WE ARE OFFERING        OF OUR CLASS A COMMON SHARES. THE SELLING SHAREHOLDERS
ARE OFFERING        OF OUR CLASS A COMMON SHARES. WE WILL NOT RECEIVE ANY
PROCEEDS FROM THE SALE OF OUR CLASS A COMMON SHARES BY THE SELLING SHAREHOLDERS.
THE SELLING SHAREHOLDERS ARE VARIOUS FIRMS IN THE PRICEWATERHOUSECOOPERS NETWORK
OF FIRMS AROUND THE WORLD AND PARTNERS AND SHAREHOLDERS OF SOME OTHER FIRMS IN
THE NETWORK. PRIOR TO THIS OFFERING, OUR BUSINESS WAS A PART OF THE BUSINESSES
OF SOME OF THE FIRMS IN THE PRICEWATERHOUSECOOPERS NETWORK. AFTER THE CLOSING OF
THIS OFFERING, OUR BUSINESS WILL NO LONGER BE A PART OF THE BUSINESSES OF THESE
FIRMS. THIS IS OUR INITIAL PUBLIC OFFERING AND NO PUBLIC MARKET EXISTS FOR OUR
SHARES. WE ANTICIPATE THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN
$     AND $     PER SHARE.

                            ------------------------

WE WILL APPLY TO HAVE OUR CLASS A COMMON SHARES APPROVED FOR LISTING ON THE NEW
YORK STOCK EXCHANGE UNDER THE SYMBOL "     ."

                            ------------------------

INVESTING IN OUR CLASS A COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 13.

                            ------------------------

                              PRICE $      A SHARE

                            ------------------------

<Table>
<Caption>
                                                             UNDERWRITING                    PROCEEDS TO
                                                 PRICE TO    DISCOUNTS AND    PROCEEDS TO      SELLING
                                                  PUBLIC      COMMISSIONS       COMPANY      SHAREHOLDERS
                                                 --------    -------------    -----------    ------------
<S>                                              <C>         <C>              <C>            <C>
Per Share....................................    $           $                $              $
Total........................................    $           $                $              $
</Table>

We have granted the underwriters the right to purchase up to        additional
Class A common shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver our Class A common shares
to purchasers on                , 2002.

                            ------------------------

                                 MORGAN STANLEY
          , 2002
<PAGE>

                                   [Artwork]
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                        PAGE
                                        -----
<S>                                     <C>
Summary...............................      1
Risk Factors..........................     13
Disclosure Regarding Forward-Looking
  Statements..........................     26
Use of Proceeds.......................     27
Dividend Policy.......................     27
Capitalization........................     28
Dilution..............................     29
Our Organizational Structure..........     30
Auditor Independence Rules, the Enron
  Situation and the Proposed SEC No-
  Action Letter.......................     33
Selected Financial Data...............     36
Unaudited Pro Forma Combined Financial
  Statements..........................     38
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................     46
</Table>

<Table>
<Caption>
                                        PAGE
                                        -----
<S>                                     <C>
Business..............................     74
Management............................    109
Arrangements with the
  PricewaterhouseCoopers Network of
  Firms...............................    119
Arrangements with Our Partners........    130
Principal and Selling Shareholders....    139
Description of Share Capital..........    141
Shares Eligible for Future Sale.......    150
Material Income Tax Consequences......    153
Underwriters..........................    157
Legal Matters.........................    160
Experts...............................    160
Where You Can Find More Information...    161
Index to Financial Statements.........    F-1
</Table>

                            ------------------------

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling shareholders and we are offering to
sell, and seeking offers to buy, our Class A common shares only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our Class A common shares.

     We have not taken any action to permit a public offering of our Class A
common shares outside the United States or to permit the possession or
distribution of this prospectus outside the United States. Persons outside the
United States who come into possession of this prospectus must inform themselves
about and observe any restrictions relating to the offering of our Class A
common shares and the distribution of this prospectus outside the United States.

     Consent under the Bermuda Exchange Control Act 1972, and its related
regulations, has been obtained from the Bermuda Monetary Authority for the issue
and transfer of our Class A common shares to and between non-residents of
Bermuda for exchange control purposes provided our Class A common shares remain
listed on an appointed stock exchange, which includes the New York Stock
Exchange. Prior to this offering, this prospectus will be filed with the
Registrar of Companies in Bermuda in accordance with Bermuda law. In granting
such consent and in accepting this prospectus for filing, neither the Bermuda
Monetary Authority nor the Registrar of Companies in Bermuda accepts
responsibility for our financial soundness or the correctness of any of the
statements made or opinions expressed in this prospectus.
                            ------------------------

     UNTIL        , 2002, 25 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS
THAT BUY, SELL OR TRADE OUR CLASS A COMMON SHARES, WHETHER OR NOT PARTICIPATING
IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

     This prospectus contains trademarks, service marks and registered marks of
PwCC Limited, its subsidiaries, the PricewaterhouseCoopers network of firms and
other companies, as indicated. All rights reserved.
                                        i
<PAGE>

                                    SUMMARY

     The following is a summary of some of the information contained in this
prospectus. In addition to this summary, we urge you to read the entire
prospectus carefully, especially the risks of investing in our Class A common
shares discussed under "Risk Factors," our unaudited pro forma combined
financial statements and notes to these statements and the audited and unaudited
combined financial statements and notes to these statements of PwC Consulting, a
business unit of the PricewaterhouseCoopers firms, which we refer to as our
combined financial statements.

     Our business will be comprised of the management consulting and technology
services businesses to be transferred to us prior to the closing of this
offering by some of the firms in the PricewaterhouseCoopers network of firms
around the world, or by the partners or shareholders of some of these firms, as
part of our separation from the network. These businesses currently are
primarily operated as a part of PwC Consulting, a business unit of the
PricewaterhouseCoopers firms. We describe our business as if the businesses to
be transferred to us were our businesses for all historical periods described.
Our combined financial statements and notes to these statements, however,
contain historical financial results and assets and liabilities for management
consulting and technology services businesses of firms in the
PricewaterhouseCoopers network that are not being transferred to us as part of
our separation, which are not material to us. As part of our separation,
management consulting and technology services businesses representing
approximately 95% of our revenues for the fiscal year ended June 30, 2001, will
be transferred to us. Please see "Arrangements with the PricewaterhouseCoopers
Network of Firms" for a description of our separation and also see our unaudited
pro forma combined financial statements and notes to these statements for a pro
forma presentation of the financial results and assets and liabilities of our
business, which excludes the financial results and assets and liabilities of
management consulting and technology services businesses that we will not own
after our separation.

     The historical financial results and assets and liabilities of the
businesses being transferred to us as part of our separation contained in our
combined financial statements do not reflect what our financial results and
assets and liabilities in the future as a separate public company will be or
what our financial results and assets and liabilities would have been had we
been a separate public company with these businesses during the periods
presented for various reasons. For example, compensation for our partners was
not reflected in our combined income statements before partner distributions and
benefits as an expense. Please see our unaudited pro forma combined financial
statements and notes to these statements, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our combined financial
statements and notes to these statements for a more detailed discussion of these
reasons.

     We currently are exploring a new branding strategy and plan on changing our
name in late June or early July 2002. We have not yet chosen our new name.

                                        1
<PAGE>

                                  PwCC LIMITED

OVERVIEW

     We are one of the world's leading providers of management consulting and
technology services. We help our clients pursue and implement key strategic,
process and technology initiatives designed to enhance their growth,
profitability and competitiveness. We believe that one of our core strengths is
our ability to integrate our strategic advice with our business and technology
skills and services to help our clients achieve measurable results.

     Our clients include many of the world's largest and most successful
organizations. In fiscal year 2001, we performed services generating net
revenues in excess of $500,000 for approximately 45% of the companies in the
2001 Fortune Global 500. We define net revenues as revenues after deducting
reimbursables and subcontractor costs. Our clients also include many of the
world's largest governments and their respective agencies.

     We operate globally with a consistent approach to serving our clients,
which allows us to execute complex engagements on a global, regional and local
basis. Upon the closing of this offering, we expect to have over 32,000
employees with offices in 52 countries or territories. We provide our clients
with solutions to their challenges by building teams that combine
industry-specific knowledge in five industry groups covering 20 industry sectors
with expertise in our seven core service areas, which we refer to as our
solution areas. We principally track and manage our business according to the
four geographic regions listed below, which we refer to as theatres. Our
geographic theatres, industry groups, including industry sectors, and solution
areas are set forth below.

                              GEOGRAPHIC THEATRES

<Table>
<Caption>
  AMERICAS                       EMEA                           ASIA PACIFIC          SOACAT
-------------  -----------------------------------------  -------------------------  ---------
<S>            <C>                  <C>                   <C>                        <C>
Canada         Austria              Nigeria               Australia                  Argentina
Mexico         Belgium              Norway                People's Republic of       Brazil
United States  Czech Republic       Pakistan              China                      Chile
               Denmark              Poland                Hong Kong                  Colombia
               Finland              Portugal              Indonesia                  Venezuela
               France               Russia                Japan
               Germany              Saudi Arabia          Korea
               Hungary              South Africa          Malaysia
               Iceland              Spain                 New Zealand
               Republic of Ireland  Sweden                Philippines
               Italy                Switzerland           Singapore
               Kenya                Turkey                Taiwan
               Latvia               Ukraine               Thailand
               Lebanon              United Arab Emirates
               Lithuania            United Kingdom
               Netherlands          Zimbabwe
</Table>

                                        2
<PAGE>

                                INDUSTRY GROUPS

<Table>
<Caption>
                                                                        INFORMATION,
                            GOVERNMENT            FINANCIAL            COMMUNICATIONS          ENERGY
       PRODUCTS            AND SERVICES           SERVICES            AND ENTERTAINMENT     AND UTILITIES
-----------------------  -----------------  ---------------------  -----------------------  -------------
<S>                      <C>                <C>                    <C>                      <C>
Pharmaceuticals          Government         Banking                Communications           Oil and Gas
Consumer Packaged Goods  Defense            Capital Markets        Entertainment and Media  Utilities
Technology               Aviation           Insurance              Hospitality and Leisure  Mining
Industrial Products      Posts and Surface  Investment Management
Automotive                 Transport
Retail
</Table>

                                 SOLUTION AREAS

<Table>
<Caption>
            DEVELOP                           DELIVER                           OPERATE
--------------------------------  --------------------------------  --------------------------------
<S>                               <C>                               <C>
Strategic Change                  Customer Relationship Management  Application Management and
                                  Financial Management                Business Process Management
                                  Human Capital
                                  Supply Chain and Operations
                                  Information Technology
</Table>

OUR GROWTH STRATEGY

     We are committed to becoming the global service provider of choice for
clients seeking to transform their businesses to become more profitable and
competitive. To transform a business, we feel that we must help a client realize
significant and lasting change throughout its organization or within an
important functional area. To achieve our goal, we are pursuing the growth
initiatives described below.

 --   DELIVER COMPREHENSIVE SOLUTIONS TO OUR CLIENTS.  We continuously look for
      opportunities to provide our clients with comprehensive strategies and
      solutions, particularly those that help to transform businesses and
      organizations. We believe our focus on increasing, developing and
      penetrating the base of clients where we have the greatest opportunity to
      provide these services is important to our growth.

 --   PURSUE THE BENEFITS OF INDEPENDENCE.  Because of our affiliation with the
      auditing practice of the PricewaterhouseCoopers network of firms, audit
      clients of PricewaterhouseCoopers firms are increasingly limiting or
      denying us opportunities to provide our services for them. Following the
      closing of this offering, we will no longer be restricted by rules and
      regulations regarding auditor independence. Accordingly, we will seek to
      expand our services to businesses and organizations that are audited by
      PricewaterhouseCoopers firms. We also plan to implement other business
      strategies that we have been unable to pursue due to auditor
      independence-related constraints, which are described in "Auditor
      Independence Rules, the Enron Situation and the Proposed SEC No-Action
      Letter."

 --   EXPAND OUR APPLICATION MANAGEMENT AND BUSINESS PROCESS MANAGEMENT
      SERVICES.  We plan to grow our existing application management and
      business process management services, which is one of our solution areas
      described under "Business--Our Services--Solution Areas." We believe
      growing these outsourcing services is important to our strategy of
      providing comprehensive services to our clients.

                                        3
<PAGE>

 --   EXPAND OUR OTHER SERVICE OFFERINGS.  In addition to growing our
      outsourcing business, we also intend to grow other existing service
      offerings, including our systems integration services. We also plan to
      continue our investment in our solution set development program, which is
      described under "Business--Solution Sets."

 --   IMPROVE OPERATIONAL EFFICIENCY.  We plan to reduce overlapping functions
      and business processes and to outsource functions that are not critical to
      our operations. We believe that we will have significant opportunities
      over time to improve operational efficiency as a result of our transition
      from a series of legally separate firms within the PricewaterhouseCoopers
      network to a single, integrated organization.

 --   INCREASE OUR ALLIANCE AND CLIENT COLLABORATION.  We plan to continue our
      collaborative efforts with clients and expand our alliance relationships
      to develop cost-effective solutions that may be deployed to multiple
      clients.

 --   INCREASE AWARENESS OF NEW BRAND.  Prior to this offering, we plan to
      change our legal name and begin operating under a new brand name, which we
      believe will help to reinforce the public awareness of our separation from
      the PricewaterhouseCoopers network of firms and lead to additional new
      business opportunities.

 --   CONTINUE TO DEVELOP OUR CLIENT SERVICE STAFF.  Our most valuable assets
      are our client service staff and the building, renewing and sharing of
      knowledge, skills and experiences among them. We will continue to focus on
      the development of our client service staff and the implementation of a
      recruiting and training strategy designed to allow us to realize our
      growth objectives.

OUR RELATIONSHIP WITH THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS

     Until our separation from the PricewaterhouseCoopers network of firms,
which will occur immediately prior to the closing of this offering, our business
will continue to be part of the management consulting and technology services
businesses of firms in the PricewaterhouseCoopers network of firms around the
world. This network of firms is a group of separate firms that provide various
services, including accounting, auditing and tax services as well as management
consulting and technology services, to businesses and other organizations.
Although these firms share a name, a common management oversight team and common
strategies and operational standards, most of the firms in the
PricewaterhouseCoopers network are owned by their local partners or
shareholders. As part of our separation, management consulting and technology
services businesses representing approximately 95% of our revenues for the
fiscal year ended June 30, 2001, will be transferred to us pursuant to a number
of agreements that we have entered into with some of the PricewaterhouseCoopers
firms or the partners or shareholders of some of these firms, which we refer to
as rollup agreements. We refer in this prospectus to the transfers of these
businesses and the related actions as our separation or the separation
transaction. Firms in the PricewaterhouseCoopers network and their partners and
shareholders intend to fully dispose of our equity as a result of this offering.

     The rollup agreements include noncompetition arrangements, various
conditions to closing and termination rights. Under the terms of the
noncompetition arrangements, the PricewaterhouseCoopers firms generally will be
restricted from competing with us. These firms will be able, however, to offer
agreed upon types of management consulting and technology services, such as
human resources services, to any client and to offer all types of management
consulting and
                                        4
<PAGE>

technology services to clients with less than specified levels of revenues. The
rollup agreements also provide that in the event a PricewaterhouseCoopers firm
enters into a rollup agreement with us but fails to close under the agreement
prior to the closing of this offering, we may be required, under agreed upon
circumstances, to close under the agreement at any time up to one year after the
closing of this offering.

     Prior to our separation, we also will enter into related agreements with
various PricewaterhouseCoopers firms, including agreements that govern various
transition services these firms will provide us for a period of up to three
years. These services include finance and accounting information services,
information technology and software services and the provision of office space.

     For a more detailed description of the terms of our separation and these
agreements, including the noncompetition arrangements, please see "Arrangements
with the PricewaterhouseCoopers Network of Firms."

AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION AND THE IMPACT ON OUR BUSINESS

     The primary purpose of this offering is to ensure that we will no longer be
subject to the rules and regulations governing the independence of auditors from
their clients and to eliminate any perceived conflicts of interest. Because the
PricewaterhouseCoopers network of firms performs audit services for many of our
current and prospective clients and industry vendors, we are currently
restricted from performing services for some clients and implementing some of
our growth strategies. Some audit clients also have policies against using their
audit firm to provide significant non-audit services, such as management
consulting and technology services.

     In June 2000, the Securities and Exchange Commission proposed new rules
regarding auditor independence and a rule requiring most public companies to
disclose in their annual proxy statements information such as fees related to
the non-audit services provided by their auditor during the most recent fiscal
year. Final rules based on this proposal became effective in February 2001.
Beginning in late 2000, we began experiencing an increase in the number of
clients that either limit our opportunities to bid for new engagements or
prohibit us entirely from bidding for new engagements because they are audited
by a PricewaterhouseCoopers firm. In addition, some of our existing engagements
with PricewaterhouseCoopers audit clients have been reduced in scope. These
clients have been primarily United States and foreign companies with securities
listed or traded on United States securities markets, although we are now
experiencing increased independence-related constraints outside the United
States as well.

     The recent high profile bankruptcy filing by the Enron Corporation has
increased further the attention boards of directors and the marketplace pay to
auditor independence. In the Enron situation, governmental authorities and the
media are investigating whether the management consulting fees paid to Arthur
Andersen compromised its role as Enron's independent auditor. The independence
disclosure rules and the fallout from the perceived conflicts of interest in the
Enron situation are significantly limiting our ability to compete.

     While we believe we are experiencing the adverse effects of the
independence-related issues and the Enron situation worldwide, we have been most
significantly affected in the United States.

                                        5
<PAGE>

We believe the difficulty we are having obtaining new engagements in the United
States from audit clients of PricewaterhouseCoopers firms is evidenced by a
recent trend in our new bookings from these clients in our Americas theatre,
which is comprised principally of our United States business. Bookings is the
amount we expect to realize in net revenues over the life of an engagement for
which we have entered into a contract with our client. We estimate that our
average monthly bookings from clients that we have identified as audit clients
of PricewaterhouseCoopers firms were approximately 57% lower in the Americas
theatre in the fiscal quarter ended March 31, 2002, as compared to the six
months ended December 31, 2001. Please see "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Overview--Auditor Independence
Rules, the Enron Situation and the Impact on Our Business" for a more detailed
discussion of the calculation of this estimate. We expect the level of new
business we are awarded from PricewaterhouseCoopers audit clients worldwide will
continue to decline through at least the remainder of our fiscal year 2002, with
a possibility of reversal beginning only after we complete our separation.
Accordingly, we believe that our separation from the PricewaterhouseCoopers
network of firms as a result of this offering will provide significant growth
opportunities for our business. Our ability to capitalize on these opportunities
will depend, among other things, on the successful maintenance or, in some
cases, reestablishment of our relationships with these clients and obtaining new
engagements from these clients on a timely basis.

     Please see "Auditor Independence Rules, the Enron Situation and the
Proposed SEC No-Action Letter" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview--Auditor Independence
Rules, the Enron Situation and the Impact on Our Business" for a more detailed
discussion of the auditor independence rules, the Enron situation and the impact
on our business.

               INFORMATION ABOUT OUR CORPORATION AND OUR PARTNERS

     We were incorporated under the laws of Bermuda on March 27, 2002. We expect
to change our name in late June or early July 2002. Our principal executive
office is in Hamilton, Bermuda. Our telephone number in Bermuda is (441)
295-5950. In addition, we have major offices in the world's leading business
centers, including Atlanta, Chicago, Dallas, Frankfurt, Hong Kong, London,
Madrid, New York, Paris, Philadelphia, San Francisco, Sao Paulo, Sydney, Tokyo
and Toronto. Our Internet address is www.pwcconsulting.com. Information
contained on this site is not a part of this prospectus.

     We use the term "our partners" in this prospectus to refer to the partners
and shareholders of some of the firms in the PricewaterhouseCoopers network who
will become our senior employees upon the completion of our separation. These
employees generally will retain the title "partner" within our company following
this offering. Where the context permits, the term also refers to our employees
and others who in the future are named as "partner" in this sense. In using the
term "partner" or "partners," we do not mean to imply they are partners in the
legal sense or any intention of the parties to create a separate legal entity,
such as a partnership.

                                OUR SHAREHOLDERS

     Our partners will hold a substantial amount of our equity following the
closing of this offering. Immediately following the closing of this offering,
our partners will own approximately     % of our

                                        6
<PAGE>

Class A common shares, including Class A common shares to be delivered in
respect of restricted share units, or     % if the underwriters exercise their
over-allotment option in full. Our public shareholders will own approximately
    % of our Class A common shares, or approximately     % if the underwriters
exercise their over-allotment option in full.

     The PricewaterhouseCoopers firms and their partners and shareholders intend
to dispose of all of their equity in us as a result of this offering. In the
event, however, these firms and their partners and shareholders continue to hold
any of our Class A common shares or equity in our subsidiaries, they will be
subject to voting and other restrictions as described under "Arrangements with
the PricewaterhouseCoopers Network of Firms--Shareholders Agreement." The
percentage of our Class A common shares that these firms and their partners and
shareholders will be permitted to hold immediately following the closing of this
offering will be equal to or less than the percentage that the SEC determines
will allow the PricewaterhouseCoopers firms to be recognized as being separate
from us. We currently expect this percentage to be less than 20% of our Class A
common shares outstanding immediately following the closing of this offering.

     For the purposes of the shareholding percentages in the prior two
paragraphs, we have treated all shares issued by our subsidiaries in connection
with our separation to PricewaterhouseCoopers firms, their partners or
shareholders and our partners as if they had been redeemed or exchanged on a
one-for-one basis for our Class A common shares.

     Please see "Our Organizational Structure," "Arrangements with the
PricewaterhouseCoopers Network of Firms," "Arrangements With Our Partners" and
"Description of Share Capital" for additional information about our corporate
structure.

                                        7
<PAGE>

                                  THE OFFERING

Class A common shares offered:

  By us.......................              shares

  By the selling
shareholders..................              shares

     Total....................              shares

Selling shareholders..........   The selling shareholders are various firms in
                                 the PricewaterhouseCoopers network and partners
                                 or shareholders of some other firms in the
                                 network. These firms and other sellers are
                                 listed under "Principal and Selling
                                 Shareholders."

Common shares to be
outstanding immediately after
  this offering:

  Class A.....................              Class A common shares

  Class X.....................              Class X common shares, which vote
                                 with our Class A common shares but have no
                                 economic rights.

Over-allotment option.........              Class A common shares

Shares of subsidiaries........   Immediately following the closing of this
                                 offering,            Class I common shares of
                                 PwC Consulting SCA, our principal subsidiary,
                                 and            exchangeable shares of other
                                 subsidiaries will be outstanding. Holders of
                                 PwC Consulting SCA Class I common shares, other
                                 than us, subject to some limitations, are
                                 entitled to have their shares redeemed for cash
                                 or, at PwC Consulting SCA's option, for Class A
                                 common shares on a one-for-one basis. Subject
                                 to some limitations, holders of exchangeable
                                 shares of these other subsidiaries are entitled
                                 to have their shares exchanged for Class A
                                 common shares on a one-for-one basis.

Use of proceeds...............   Our net proceeds from this offering will be
                                 approximately $     million, or approximately
                                 $        million if the underwriters exercise
                                 their over-allotment option in full, assuming
                                 an initial public offering price of $     per
                                 share, the midpoint of the range set forth on
                                 the cover page of this prospectus. We will use
                                 the net proceeds from this offering as
                                 described in "Use of Proceeds." We will not
                                 receive any proceeds from the sale of our Class
                                 A common shares by the selling shareholders.

Voting rights.................   Each Class A common share and each Class X
                                 common share will entitle its holder to one
                                 vote per share on all matters submitted to a
                                 vote of our shareholders, except for shares, if
                                 any, held by firms in the
                                 PricewaterhouseCoopers

                                        8
<PAGE>

                                 network whose holdings of our Class A common
                                 shares will be non-voting. All of our partners
                                 who hold Class A common shares or Class X
                                 common shares have entered into a voting
                                 agreement that requires them to vote as a group
                                 with respect to all matters voted upon by our
                                 shareholders based on the outcome of a
                                 preliminary vote among them with respect to
                                 each matter. For a discussion of the voting
                                 agreement, please see "Arrangements with Our
                                 Partners--PwCC Limited Voting Agreement."

Dividend policy...............   We currently do not anticipate that we will pay
                                 dividends on our Class A common shares. We also
                                 currently do not anticipate that PwC Consulting
                                 SCA will make distributions. Our Class X common
                                 shares will not be entitled to dividends or
                                 distributions.

Transfer restrictions.........   Class A common shares held by firms in the
                                 PricewaterhouseCoopers network, partners and
                                 shareholders of these firms and our partners
                                 are subject to the transfer restrictions and
                                 requirements described in this prospectus. All
                                 other Class A common shares are freely
                                 transferable. Class X common shares are
                                 transferable by their holders only with our
                                 consent.

Proposed New York Stock
  Exchange symbol.............

Unless otherwise indicated, all information contained in this prospectus:

 --   assumes no exercise of the underwriters' option to purchase         Class
      A common shares to cover over-allotments,

 --   does not take into account approximately           Class A common shares
      reserved for issuance under benefit plans for our partners, other
      employees and directors and

 --   does not take into account         Class A common shares issuable upon
      exercise of options to be granted to most of our employees upon the
      closing of this offering.

                                        9
<PAGE>

            SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

     The following table sets forth our summary historical and pro forma
combined financial data derived from our audited combined financial statements
at June 30, 2000 and 2001 and for fiscal years ended June 30, 1999, 2000 and
2001, our unaudited combined balance sheet at December 31, 2001, our unaudited
combined income statements before partner distributions and benefits for the six
months ended December 31, 2000 and 2001, and our unaudited pro forma combined
financial statements, in each case, together with the accompanying notes to
these statements. The table also includes our net revenues, which is our
revenues after deducting reimbursables and subcontractor costs, for these
periods. Our fiscal year ends on June 30.

     Our business will be comprised of the management consulting and technology
services businesses to be transferred to us immediately prior to the closing of
this offering by some of the firms in the PricewaterhouseCoopers network of
firms, or by the partners or shareholders of some of these firms, as part of our
separation from the network. Our combined financial statements and notes to
these statements, however, contain historical financial results and assets and
liabilities for management consulting and technology services businesses of
firms in the PricewaterhouseCoopers network that are not being transferred to us
as part of our separation. Accordingly, the historical financial information set
forth below includes the financial results and assets and liabilities of
businesses that we will not own after our separation, which financial results
and assets and liabilities are not material to us. Please see "Arrangements with
the PricewaterhouseCoopers Network of Firms" for a description of our separation
and our unaudited pro forma combined financial statements and notes to these
statements for a pro forma presentation of the financial results of our
business, which excludes the financial results and assets and liabilities of
management consulting and technology services businesses that we will not own
after our separation.

     The historical financial results and assets and liabilities of the
businesses being transferred to us as part of our separation contained in our
combined financial statements do not reflect what our financial results and
assets and liabilities in the future as a separate public company will be or
what our financial results and assets and liabilities in the future as a
separate public company would have been had we been a separate public company
with these businesses during the periods presented for various reasons. For
example, compensation for our partners was not reflected in our combined income
statements before partner distributions and benefits as an expense. Please see
our unaudited pro forma combined financial statements and notes to these
statements, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our combined financial statements and notes to these
statements for a more detailed discussion of these reasons.

     The unaudited pro forma combined income statement data for the year ended
June 30, 2001, and the six months ended December 31, 2001, was prepared as if
our separation and the related transactions described below, including this
offering, had occurred as of July 1, 2000. The unaudited pro forma combined
balance sheet data was prepared as if our separation and the related
transactions had occurred as of December 31, 2001. The unaudited pro forma
combined financial statements give pro forma effect to a number of items,
including the following:

      --   our separation and the related transactions described under
           "Arrangements with the PricewaterhouseCoopers Network of Firms,"

                                        10
<PAGE>

      --   the retention by the PricewaterhouseCoopers network of firms of debt
           included in "Amounts due to the PwC Network" in the combined
           financial statements,

      --   compensation and benefits under our new compensation structure that
           we would have paid to partners had we been a corporation in the
           historical periods,

      --   provision for corporate income taxes,

      --   the exclusion of the financial results and assets and liabilities of
           the management consulting and technology services businesses of
           PricewaterhouseCoopers firms that are not being transferred to us as
           part of our separation, which are not material to us, and

      --   this offering.

     The pro forma adjustments are based upon available information and
assumptions that we believe are reasonable. Please see the notes to our
unaudited pro forma combined financial statements for a more detailed discussion
of how the adjustments described above are presented in our unaudited pro forma
combined financial statements. Our unaudited pro forma combined income
statements do not give effect to one-time events directly attributable to our
transition to a corporate structure and related transactions because of their
nonrecurring nature. This summary pro forma combined financial data is
illustrative only and does not purport to represent what our financial position
and our results of operations actually would have been had our separation and
related transactions occurred on the dates indicated or what our future
performance as a separate public company will be.

     You should read the summary historical and pro forma combined financial
data in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations," our unaudited pro forma combined financial
statements and notes to these statements and our combined financial statements
and notes to these statements.

                                        11
<PAGE>

            SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

<Table>
<Caption>
                                                                               PRO
                                                                             FORMA AS                               PRO FORMA
                                                  HISTORICAL                 ADJUSTED          HISTORICAL          AS ADJUSTED
                                     ------------------------------------   ----------   -----------------------   ------------
                                                                               YEAR            SIX MONTHS           SIX MONTHS
                                                                              ENDED               ENDED               ENDED
                                             YEAR ENDED JUNE 30,             JUNE 30,         DECEMBER 31,         DECEMBER 31,
                                     ------------------------------------   ----------   -----------------------   ------------
                                        1999         2000         2001         2001         2000       2001(3)         2001
                                     ----------   ----------   ----------   ----------   ----------   ----------   ------------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>          <C>
INCOME STATEMENT DATA:
Revenues...........................  $6,230,609   $7,130,959   $7,481,003   $            $3,674,597   $3,420,333    $
Cost of services(1)................   2,964,870    3,501,153    3,825,639                 1,927,120    1,749,786
Reimbursables and subcontractor
  costs............................   1,212,798    1,341,290    1,516,429                   742,901      745,307
                                     ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Total cost of services(1)......   4,177,668    4,842,443    5,342,068                 2,670,021    2,495,093
Selling, general and administrative
  expenses(1)......................   1,408,261    1,595,085    1,586,126                   797,910      669,213
Goodwill amortization..............      46,946       54,911       57,007                    28,355       28,678
                                     ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Operating income(1)............     597,734      638,520      495,802                   178,311      227,349
Interest income....................       2,816        1,918        2,553                     1,277        1,277
Interest expense...................     (34,816)     (47,918)     (58,553)                  (31,277)     (19,629)
Other income (expense).............          --       11,619      (15,618)                    1,438          (29)
                                     ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Income before partner
      distributions and benefits...  $  565,734   $  604,139   $  424,184                $  149,749   $  208,968
                                     ==========   ==========   ==========                ==========   ==========
Income before income taxes.........
Provision for income tax...........
                                                                            ----------                              ----------
Income (loss) before minority
  interest.........................
Minority interest..................
                                                                            ----------                              ----------
    Net income (loss)..............                                         $                                       $
                                                                            ==========                              ==========
Earnings per share data:
Earnings per share:
  basic............................
                                                                            ==========                              ==========
  diluted..........................
                                                                            ==========                              ==========
Weighted average number shares:
  basic............................
  diluted..........................
OTHER DATA:
Net revenues(2)....................  $5,017,811   $5,789,669   $5,964,574   $            $2,931,696   $2,675,026    $
</Table>

<Table>
<Caption>
                                                                                                          PRO FORMA
                                                                            HISTORICAL                   AS ADJUSTED
                                                             ----------------------------------------    ------------
                                                                      AS OF                 AS OF           AS OF
                                                                     JUNE 30,            DECEMBER 31,    DECEMBER 31,
                                                             ------------------------    ------------    ------------
                                                                2000          2001           2001            2001
                                                             ----------    ----------    ------------    ------------
                                                                                  (IN THOUSANDS)
<S>                                                          <C>           <C>           <C>             <C>
BALANCE SHEET DATA:
Cash and cash equivalents..................................  $   74,352    $  110,204     $  144,552      $
Working capital............................................     418,527       315,217        200,525
Goodwill, net..............................................     214,584       151,063        131,600
Total assets...............................................   2,199,024     1,988,499      1,825,892
Amounts due to the PwC Network.............................   1,085,443     1,019,051      1,013,410
Long-term liabilities......................................     219,357       165,709        129,970
PwC Network investment.....................................     567,218       503,034        394,882
Shareholders' equity.......................................          --            --             --
</Table>

------------

(1) Excludes payments for partner distributions and benefits.

(2) Net revenues are revenues after deducting reimbursables and subcontractor
    costs.

(3) As of July 1, 2001, new arrangements were established for sharing cost
    between the various lines of business in the PricewaterhouseCoopers network
    of firms. See Note 4 to our unaudited financial statements for the period
    ended December 31, 2001.

                                        12
<PAGE>

                                  RISK FACTORS

     You should carefully consider the following risk factors and all the other
information contained in this prospectus before investing in our Class A common
shares. The trading price of our Class A common shares could decline due to any
of these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

     OUR REVENUES HAVE BEEN DECLINING AND ARE EXPECTED TO CONTINUE TO DECLINE
THROUGH AT LEAST PART OF FISCAL YEAR 2003, AND OUR SEPARATION FROM THE
PRICEWATERHOUSECOOPERS NETWORK OF FIRMS MAY NOT PREVENT OUR REVENUES FROM
CONTINUING TO DECLINE.

     If we do not successfully maintain or, in some cases, reestablish
relationships with our clients that have limited our services or denied us
opportunities to bid for new engagements because they are audit clients of firms
in the PricewaterhouseCoopers network, our separation may not result in an
increase in revenues. Most of these audit clients are using our competitors to
perform the services that we were not allowed to perform or for which we were
not allowed to bid. Accordingly, we generally will not be able to regain these
lost engagements or gain any additional, or add-on, work relating to these lost
engagements. We cannot assure you that after the closing of this offering we
will be able to successfully obtain new engagements from these clients. The more
time that passes during which these independence-related issues continue to
constrain our business, the more that the quality of our relationships with
these clients will deteriorate. In addition, opportunities to bid for
engagements with these clients after the closing of this offering will depend on
our clients' budget cycles and involve varying lead times, depending on the
industry sector and the service area involved.

     Furthermore, some clients have informed us that they will not view us as
being separate from the PricewaterhouseCoopers network until the
PricewaterhouseCoopers firms fully liquidate their ownership in us and our
subsidiaries. Accordingly, if the PricewaterhouseCoopers firms and their
partners do not dispose of all of their equity in us and our subsidiaries, we
may continue to experience negative effects on our business from
independence-related issues even though the PricewaterhouseCoopers firms will be
recognized as separate from us for independence purposes by the Securities and
Exchange Commission after the closing of this offering pursuant to the terms of
the proposed no-action letter described in this prospectus. We cannot predict to
what extent this continuing ownership, if any, would affect us.

     Even if we are successful in maintaining or, in some cases, reestablishing
our relationships with most of these clients, we expect the decline in our
revenues caused by independence-related issues to continue through at least part
of fiscal year 2003. Because our revenues in any fiscal year are dependent in
part on bookings made during previous fiscal years, we expect to experience the
negative effects of independence-related issues on our revenues beyond fiscal
year 2003. Bookings are the amount we expect to realize in revenues after
deducting reimburseables and subcontracting costs, which we refer to as net
revenues, over the life of an engagement for which we have entered into a
contract with our client.

     In addition, while we believe that independence-related issues are a
significant reason for our declining revenues, we believe that the effects of
the global economic downturn described below have been more significant
contributing factors to these declining revenues through December 31, 2001.
Accordingly, our separation alone may not prevent our revenues from continuing
to decline. We also have described below other risks related to our business and
our separation that may cause our revenues to continue to decline. Our
profitability will decline if our revenues decline and we are unable to
adequately reduce our costs.

     Please see "Auditor Independence Rules, the Enron Situation and the
Proposed SEC No-Action Letter" for a general description of the laws, rules and
regulations regarding auditor independence and see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Overview--Auditor
Independence Rules, the Enron Situation and the Impact on Our Business" for a
more detailed description of these rules and the Enron situation and their
impact on our business, including our bookings and historical and expected
revenues.

                                        13
<PAGE>

     BECAUSE OUR FEES AND OUR ABILITY TO OBTAIN NEW ENGAGEMENTS ARE AFFECTED BY
ECONOMIC CONDITIONS, THE CURRENT ECONOMIC DOWNTURN AND FUTURE ECONOMIC DOWNTURNS
MAY CAUSE OUR REVENUES AND PROFITABILITY TO DECLINE.

     Our fees and our ability to obtain new engagements depend on the level of
business activity of our clients, which in turn is affected by economic
conditions. We cannot predict the impact that the current global economic
downturn will have on our future revenues nor can we predict when economic
conditions will improve. Our businesses in the United States, the United Kingdom
and Germany historically have provided a substantial part of our revenues and
income before partner distributions and benefits, which means that our revenues
and profitability are particularly affected by economic conditions in these
three countries. During an economic downturn, our clients and potential clients
often reduce or defer existing contracts and delay entering into new
engagements. In general, companies also reduce the amount of spending on
information technology products and services during difficult economic times,
resulting in limited implementations of new technology and smaller engagements.
Because there are fewer engagements in a downturn, competition usually increases
and fees generally decline as competitors, particularly companies with
significant financial resources, decrease rates to maintain or increase their
market share in our industry. Our gross margin, which is our revenues less our
cost of services including reimbursables and subcontractor costs, also may
decline in an economic downturn due to lower utilization of our client service
personnel, which means fewer billable hours per employee, and pressure on the
rates we charge. A decline in gross margin typically causes our profitability to
decline.

     During fiscal year 2001, we began experiencing a significant reduction in
the demand for our management consulting and technology services and increased
competition for engagements, which we believe principally is the result of the
effects of the general downturn in the United States and worldwide economies.
This reduction in demand has continued into fiscal year 2002. Please see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Overview--Recent Trends in Our Business" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations" for a discussion of the financial impact of
the global economic downturn on our revenues and profitability in fiscal years
2001 and 2002.

     BECAUSE OUR APPLICATION MANAGEMENT AND BUSINESS PROCESS MANAGEMENT SERVICES
ARE IN THE INITIAL STAGES OF DEVELOPMENT, WE WILL INVEST CAPITAL AND INCUR
EXPENSES, WHICH MAY BE SIGNIFICANT, TO IMPLEMENT OUR GROWTH STRATEGY TO EXPAND
THESE SERVICES, AND WE MAY NOT BE SUCCESSFUL.

     We currently have limited experience in providing these types of
outsourcing services to clients and must expand and build our internal
organization significantly to achieve our growth strategy. There are well
established competitors providing these services that have greater financial
resources than we do. To successfully build these services, we also will need to
hire new partners and client service staff who have skills and capabilities that
are different than the skills and capabilities of most of our current partners
and client service staff. Accordingly, we may not be successful in implementing
our strategy to grow these services, which may adversely affect our
profitability and may cause us to be at a competitive disadvantage relative to
some of our largest competitors. In addition, our gross margin may decline as a
result of the lower margins that are customary in the outsourcing industry or
actions we take to grow market share. Application management services are
ongoing maintenance and development services for important software
applications. Business process management services are services provided to an
organization in which entire processes, such as accounting and financial
reporting systems, are administered and operated by a third party service
provider. Historically, our business process management services have not been
operated together with the other management consulting and technology services
businesses being transferred to us as part of our separation.

     IF WE CANNOT MAINTAIN OR EXPAND OUR STRATEGIC ALLIANCES, WE MAY NOT BE ABLE
TO IMPLEMENT PART OF OUR GROWTH STRATEGY, AND OUR REVENUES AND PROFITABILITY MAY
DECLINE.

     We generate a substantial portion of our revenues from engagements that
include the implementation of software developed by companies with which we have
non-exclusive strategic alliances, including Oracle Corporation, PeopleSoft,
Inc., SAP AG and Siebel Systems, Inc. In addition, the growth of our outsourcing

                                        14
<PAGE>

services will depend upon our ability to continue our existing alliances and
enter into new alliances with information technology outsourcing companies. The
loss of any of these relationships or the inability to enter into new
relationships could adversely affect our ability to realize part of our growth
strategy and could cause our revenues and profitability to decline. If one or
more of the companies with which we have strategic alliances terminates our
alliance, decides not to renew or extend our relationship or forms closer or
preferred arrangements with our competitors, we may lose important benefits,
although in the case of hardware or software companies we would continue to be
able to deploy or implement their products. These benefits include the
generation of leads for new engagements, the opportunity to resell products at
attractive rates and the opportunity to provide input for the development of new
products and services. We could lose these relationships for a number of
reasons, some of which are outside our control, including business combinations
between our competitors and companies with which we have alliance relationships
and the companies with which we have relationships increasing their direct
competition with us.

     BECAUSE OUR ENGAGEMENTS OFTEN REQUIRE US TO MAKE INITIAL ESTIMATES OF
REQUIRED RESOURCES AND COSTS WHICH MAY NOT BE ACCURATE, SOME OF OUR ENGAGEMENTS
MAY NOT BE PROFITABLE.

     Our revenues from engagements principally have been based on the hours
incurred in providing services and our related expenses. We sometimes face
client relationship limitations on our ability to recover for unanticipated
effort and expense, even if the terms of our contracts permit us to recover for
these costs. As part of the expansion of our outsourcing services, we plan to
enter into fixed-price contracts which may have terms of five years or more.
With fixed-price contracts, our fees are determined at the beginning of an
engagement regardless of the actual time we spend. We face the risk that our
estimates of the time and expense required to complete the project that we used
to set our fees are inaccurate, resulting in an increased risk that these
contracts may be unprofitable. As part of our strategy to grow our outsourcing
business, we also plan to enter into a greater number of contracts where our
revenues are linked to the cost savings realized by our clients. We previously
were limited in our ability to enter into these types of contracts because of
auditor independence-related constraints. Our increased use of these
arrangements may increase the risk that our engagements are not profitable.

     THE MANAGEMENT CONSULTING AND TECHNOLOGY SERVICES INDUSTRY IS HIGHLY
COMPETITIVE, AND IF WE DO NOT COMPETE EFFECTIVELY, OUR REVENUES AND
PROFITABILITY MAY DECLINE.

     Our industry is highly fragmented and competitive, and our future success,
including our ability to grow, depends on our ability to compete effectively. We
compete against a number of different types of businesses, as described in
"Business--Competition." Because we are changing our name, most of our
competitors will have greater brand recognition following the closing of this
offering, which may harm our ability to compete. In addition, the competitive
conditions in our industry are changing. If we do not respond appropriately to
these changes, our revenues and profitability may be adversely affected, and we
may not realize part of our growth strategy. These competitive changes include
the changes described below.

      --   Most of our major competitors that were privately owned are now
           publicly owned or are divisions or subsidiaries of publicly owned
           companies. Accordingly, these competitors now have access to
           financial resources to grow their businesses that were unavailable to
           them several years ago. Some of our competitors have greater
           financial resources than we do, which may allow them to offer their
           services at lower prices to obtain greater market share or make
           greater investments in the development of new services.

      --   Outsourcing services are becoming increasingly important to many
           businesses and organizations. We have occasionally lost bids in the
           past due to our limited ability to provide outsourcing services. Some
           of our competitors currently have much larger, stronger and more
           mature outsourcing businesses than we do. If we are unable to
           successfully grow our outsourcing services, we will be at a
           competitive disadvantage in obtaining engagements to provide
           outsourcing services. We also may face difficulty in winning new
           engagements from these businesses and organizations for other
           management consulting and technology services because of the
           competitive advantage a provider of outsourcing services has as a
           result of its role in day-to-day operations, greater visibility
           within the organization and potentially greater access to decision
           makers and information about a client's needs and plans.
                                        15
<PAGE>

      --   Many businesses and organizations are implementing preferred provider
           programs that rationalize, or reduce, the number of management
           consulting and technology services providers from which they receive
           services. To become or remain one of these preferred providers, in
           our experience these businesses and organizations generally are
           requiring service providers to provide a broad range of services and
           solutions. If we are unable to provide a broad range of services and
           solutions, including outsourcing services, we may be constrained in
           our ability to become or remain a preferred provider of these
           businesses and organizations. In addition to outsourcing services, we
           need to develop stronger capabilities in systems integration
           services, primarily in Europe, in order to compete effectively for
           engagements that require these services, particularly engagements
           that help transform a business and outsourcing engagements.

      --   Technology companies, including some of the largest hardware and
           software companies, increasingly are providing technology services to
           businesses and organizations. We have alliance relationships with
           many of these companies, and our relationships with these companies
           may be adversely affected as they increasingly compete with us for
           client engagements.

      --   The fallout from the Enron Corporation bankruptcy may result in
           further changes and consolidation in our industry. We cannot predict
           what effect those changes will have on our ability to compete.

     WE WILL FACE COMPETITION FROM THE PRICEWATERHOUSECOOPERS FIRMS, WHICH MAY
RESULT IN CONFUSION AMONG OUR CLIENTS AND INDUSTRY VENDORS AND REDUCE OUR
REVENUES.

     Although we have entered into noncompetition arrangements with the
PricewaterhouseCoopers firms, following our separation we will face some
competition from these firms. Pursuant to the terms of these arrangements, these
firms will be able to offer some management consulting and technology services,
such as most human resources services, to any client. In addition, the
PricewaterhouseCoopers firms will be permitted to provide all management
consulting and technology services for clients that have less than a specified
amount of annual revenues in the particular country where the services will be
provided. In our three largest countries in terms of revenues, the
country-specific revenue amounts are $1 billion in the United Kingdom, $1
billion for private companies in Germany, $500 million for public companies in
Germany and $400 million in the United States. These firms, however, will not be
permitted to provide any of the restricted management consulting and technology
services if those clients have $5 billion or more in aggregate annual
consolidated worldwide revenues. The PricewaterhouseCoopers firms will continue
to be able to offer these services under the PricewaterhouseCoopers name. These
firms will not be permitted to use the "PricewaterhouseCoopers Consulting" or
"PwC Consulting" name, although they will be able to continue to use names they
currently use that include "Consulting" in the title. This competition may
result in confusion among our clients and industry vendors. In addition, because
they will compete with us, we may receive fewer leads from
PricewaterhouseCoopers firms, even for companies to whom they are not permitted
to provide consulting services, following this offering. We believe that our
business in Europe will be most affected by this competition and the loss of
these leads. Please see "Arrangements with the PricewaterhouseCoopers Network of
Firms--Rollup Agreements--Noncompetition" for a more complete description of the
noncompetition arrangements between us and the PricewaterhouseCoopers firms.

     IF WE FAIL TO CONTINUOUSLY OFFER INNOVATIVE SERVICES AND KEEP PACE WITH
CHANGES IN TECHNOLOGY, OUR FEES AND OUR ABILITY TO OBTAIN NEW ENGAGEMENTS WILL
BE ADVERSELY AFFECTED AND OUR REVENUES AND PROFITABILITY WILL DECLINE.

     Our business depends, in part, on our ability to anticipate industry,
business and technology trends that help businesses to become more competitive
and profitable. To remain competitive, we will need to continue to develop new
services and ideas for our clients that distinguish us from our competitors. We
also will need to identify new and evolving technologies that will gain
acceptance in the marketplace and develop alliance relationships with new
leaders in technology as they emerge. If we fail to accomplish these objectives,
we may be unable to compete effectively for new engagements, which may cause our
revenues and profitability to decline. We may also invest resources in new
services that are not competitive or that do not gain wide acceptance from our
clients, which may cause our profitability to decline. When providing innovative
services that distinguish us from our competitors, we generally are able to
obtain higher margin fees. Over time, however, as our competitors begin to offer
services which we may have developed or pioneered, we typically experience
decreases in the amount of fees we can charge for these services.

                                        16
<PAGE>

     OUR PROFITABILITY WILL SUFFER IF WE ARE NOT ABLE TO MAINTAIN OUR FEES AND
UTILIZATION RATES AND CONTROL OUR COSTS.

     Our gross margin, and therefore our profitability, is primarily a function
of hours charged to clients by our client service staff, the average rate
charged per hour of services provided, the number of our client service staff
and their related compensation and benefits and our utilization rate. Our
utilization rate is the number of hours charged to clients by our client service
staff divided by the total available working hours for all our client service
staff. Accordingly, if we are not able to maintain an appropriate utilization
rate for our client service staff or increase or maintain the fees we charge for
our services, we will not be able to sustain our gross margin and our
profitability will suffer. For example, labor laws in some of the countries in
which we operate constrain our ability to downsize our workforce if there is
less demand for our services, which would cause our utilization rate to decline
in these countries. Our profitability is also a function of our ability to
control our costs and improve our efficiency. Please see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Financial Statement Presentation" for a more detailed discussion of
the factors which affect our fees, utilization rates and costs.

     IF WE FAIL TO ATTRACT, HIRE AND RETAIN QUALIFIED PERSONNEL, WE MAY NOT BE
ABLE TO SUCCESSFULLY DEVELOP AND MARKET OUR SERVICES OR EFFICIENTLY MANAGE OUR
BUSINESS.

     Our success is largely dependent on our ability over time to hire and
retain large numbers of talented people. In particular, to implement our growth
strategy, over time we will need to attract and retain additional skilled client
service staff, particularly employees with strong technology skills. If we are
unable to do so, we may not realize our growth objectives, and we may not be
able to maintain or increase our revenues and profitability. To attract new
client service staff and retain our current client service staff, we may have to
increase our compensation levels in the future, which may reduce our
profitability. We recently have reduced our recruiting activities and spending
and may have difficulty reinstating our prior level of recruiting activities to
hire sufficient numbers of employees to meet our growth objectives. In the
United States, we also have delayed the start date of new employees and
rescinded offers that were given in 2001 to some undergraduate and graduate
school students, which may adversely affect our recruiting efforts in the near
term. In addition, our voluntary turnover rate likely will increase in the event
that the global economy improves, resulting in additional demands on our
recruiting resources. In fiscal years 2001 and 2002, we implemented a number of
initiatives, including headcount reductions, reductions in employee compensation
and reductions in training costs, to control our costs. These initiatives and
other factors, such as the auditor independence-related constraints under which
we will continue to operate until the closing of this offering, have had an
adverse affect on the morale of our client service staff and may adversely
affect retention and recruiting in the future.

     IF THE PRICE OF OUR CLASS A COMMON SHARES DECLINES OR UNDERPERFORMS, OUR
ABILITY TO RECRUIT, RETAIN AND MOTIVATE OUR PARTNERS AND OTHER KEY EMPLOYEES MAY
BE ADVERSELY AFFECTED.

     In connection with our separation, our partners will receive our equity, or
equity in one or more of our subsidiaries, in lieu of the interests in the
partnerships and corporations that they currently hold. We also will be granting
restricted share units, stock options and other equity-based compensation to our
partners in light of a reduction in their cash compensation. In the event that
the price of our Class A common shares declines or underperforms, we may have
difficulty in attracting new partners and client service staff and retaining our
current partners and client service staff. We cannot assure you that the
noncompetition agreements we will enter into with our partners will be
sufficiently broad to prevent them from leaving us for our competitors or other
opportunities. In addition, we may not be able to enforce these agreements in
some countries.

     BECAUSE OUR CLIENT ENGAGEMENTS MAY BE TERMINATED ON SHORT NOTICE, WE MAY
EXPERIENCE UNEXPECTED DECLINES IN REVENUES AND PROFITABILITY.

     When engagements are cancelled or terminated, we lose the related revenues
and we may face difficulty in eliminating costs associated with the engagement
in a timely manner, which may reduce our profitability. We face terminations,
cancellations and delays that are the result of factors outside of our control,
such as the financial condition of our clients or the economic climate
generally. For example, several of our existing

                                        17
<PAGE>

engagements were suspended indefinitely or cancelled following the events of
September 11, 2001. We believe that the majority of our contracts can be
terminated by our clients on short notice and without significant penalty. The
advance notice of termination required for contracts of shorter duration and
lower revenues is as short as 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. In addition, most of our
larger engagements are comprised of various project stages, which provide for a
series of logical termination points if a client decides to abandon or delay a
project or to use a competitor for additional stages of a project.

     OUR PROFITABILITY MAY DECLINE DUE TO FINANCIAL AND OPERATIONAL RISKS
INHERENT IN WORLDWIDE OPERATIONS.

     In fiscal year 2001, we derived approximately 52% of our net revenues from
services performed in the United States, Canada and Mexico and 36% from services
performed in Europe, the Middle East and Africa. We derived approximately 8% and
2% of our fiscal year 2001 net revenues, respectively, from services performed
in Asia Pacific and in South America and Central America. Because of our
extensive worldwide operations, we face a number of financial and operational
risks that may hinder our ability to improve profitability, including the
following:

      --   the lack of local recognition of our new brand, which will cause us
           to spend significant amounts of time and money to build a brand
           identity,

      --   the costs of integrating and managing global operations,

      --   difficulties in collecting payments in some countries,

      --   restrictions on the movement of cash and other assets,

      --   differences in, and uncertainties arising from, local business
           culture and practices,

      --   multiple, and sometimes conflicting, laws and regulations, including
           tax laws,

      --   political, social and economic instability,

      --   international political and trade tensions,

      --   price controls or restrictions on exchanges of foreign currencies and

      --   currency exchange fluctuations.

     In the past we have incurred costs or experienced disruptions due to the
factors described above and expect to do so in the future. For example, our
revenues have fluctuated based on changes in currency exchange rates. The
countries in which we operate also impose a range of restrictions on our
employment policies that increase our operating costs in some of these countries
relative to others. For example, labor laws in some of the countries in which we
operate may restrict our ability to enforce the reductions in compensation we
expect our partners to accept in fiscal year 2003.

     BECAUSE WE INTEND TO CHANGE OUR NAME, OUR EXISTING AND POTENTIAL CLIENTS,
INDUSTRY VENDORS, RECRUITING CANDIDATES AND INVESTORS MAY NOT RECOGNIZE OUR NEW
BRAND, WHICH MAY CAUSE OUR REVENUES AND PROFITABILITY TO DECLINE.

     We are currently exploring a new branding strategy and plan on changing our
name in late June or early July 2002. We will change the trademarks and trade
names under which we conduct our business to reflect our new company name.
Because we have previously marketed our business under the
PricewaterhouseCoopers name, our existing and potential clients, industry
vendors and investors generally may not recognize our new brand. Our name change
also may cause difficulties in recruiting qualified personnel. For example, in
some countries, such as the United Kingdom, we believe the
PricewaterhouseCoopers name is particularly valuable to our recruiting process.
We cannot predict the impact of the change in trademarks and trade names on our
business. We plan to incur approximately $110 million of marketing expenses by
the end of fiscal year 2003 to build a new brand identity. If we fail to build a
strong new brand recognition, our revenues and profitability may decline.

                                        18
<PAGE>

     IF OUR CLIENTS ARE DISSATISFIED WITH OUR SERVICES, WE MAY FACE COSTS TO
REMEDY THE COMPLAINT, LEGAL LIABILITY AND DAMAGE TO OUR REPUTATION, WHICH COULD
ADVERSELY AFFECT OUR ABILITY TO OBTAIN NEW ENGAGEMENTS.

     Our reputation is critical to the success of our business. Because we help
clients with complex and important challenges and opportunities, we must
maintain a high degree of client satisfaction to generate new engagements.
Accordingly, any claim against us involving the quality of our services may be
more damaging than similar claims against businesses in other industries. In the
event a client is dissatisfied with our performance, we usually take action,
which may be costly, to remedy or mitigate the complaint. For example, we have
performed additional or remedial work for clients at discounted rates or for no
fee. In some circumstances, we also have foregone revenues for work that has
been completed. In addition, although we typically include in our contracts
provisions to limit our exposure to legal claims relating to our services and
the applications we develop, these provisions may not protect us or may not be
enforceable in all cases.

     BECAUSE OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY IS LIMITED, WE
COULD LOSE VALUABLE ASSETS AND THE VALUE OF OUR SERVICES COULD DECLINE, WHICH
MAY CAUSE OUR REVENUES AND PROFITABILITY TO DECLINE.

     Our intellectual property consists primarily of the building, renewing and
sharing of knowledge among our client service staff, such as our training
materials, reusable methodologies and techniques and expertise developed through
our engagements and other activities. The unauthorized use of our intellectual
property by third parties or the independent development by third parties of
similar intellectual property could cause the value of our services to decline
significantly, which would likely result in downward pressure on our fees and
loss of opportunities to competitors. If we resort to legal proceedings to
enforce our intellectual property rights, the proceedings could be burdensome
and expensive, and the outcome would be uncertain. We have only a limited
ability to protect our intellectual property. Our limited protection efforts may
be unsuccessful and unauthorized parties may copy or infringe upon aspects of
our intellectual property. Our competitors also may independently develop
similar methodologies, techniques and expertise, and we may have no claim
against them.

     WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION AND INFRINGEMENT
CLAIMS, WHICH COULD CAUSE US TO INCUR SIGNIFICANT EXPENSES OR PREVENT US FROM
PROVIDING OUR SERVICES.

     We cannot be sure that our services do not infringe upon the intellectual
property rights of others. We also cannot be sure that the products that we use
and implement at our clients do not infringe upon the intellectual property
rights of others. Any claims or litigation in this area, whether we ultimately
win or lose, could be time-consuming, may injure our reputation, may result in
costly delays or may require us to enter into economically unfavorable royalty
or licensing arrangements. We also may be prevented from offering important
services to our clients. In our contracts, we often agree to indemnify our
clients for any liability resulting from the alleged infringements of the
intellectual property rights of third parties. The amount of these indemnities
may be greater than the revenues we receive from a client.

     BECAUSE OUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER RECENTLY
ASSUMED THEIR CURRENT RESPONSIBILITIES, AND OUR SENIOR EXECUTIVES DO NOT HAVE
EXPERIENCE IN MANAGING A PUBLIC COMPANY, WE MAY HAVE DIFFICULTIES IN
SUCCESSFULLY OPERATING OUR BUSINESS.

     Our chief executive officer and chief financial officer recently assumed
their current responsibilities. As a result, the results of our operations
reflected in the financial statements contained in this prospectus do not
reflect their leadership or guidance of our business. In addition, none of our
senior executives has experience in operating a public company. For example, our
business historically has not had a chief financial officer whose
responsibilities include preparing financial reports suitable for operating a
public company. We cannot assure you that the lack of experience operating a
public company or the lack of experience of our top two executives in managing
our business will not cause disruptions in our operations or communications with
the marketplace.

                                        19
<PAGE>

RISKS THAT RELATE TO OUR SEPARATION FROM THE PRICEWATERHOUSECOOPERS NETWORK OF
FIRMS

     THE HISTORICAL AND PRO FORMA COMBINED FINANCIAL INFORMATION IN THIS
PROSPECTUS MAY NOT BE REPRESENTATIVE OF OUR RESULTS AS A SEPARATE PUBLIC COMPANY
AND, THEREFORE, MAY NOT PERMIT YOU TO PREDICT OUR COMPANY'S COSTS OF OPERATIONS.

     Our historical financial information is not, and our pro forma combined
financial information may not be, indicative of our results of operations,
financial position and cash flows as a separate public company, primarily due to
the factors described below.

      --   The historical financial information in this prospectus does not
           reflect the added costs that we will incur as a separate public
           company, such as for new systems to operate as a separate public
           company when the transition services agreements terminate, nor does
           it reflect the resulting changes that will occur in our capital
           structure and operations, such as changes in how we fund our
           operations. To the extent some of these costs, such as costs to
           establish an investor relations department, are reflected in the
           unaudited pro forma combined financial statements, they are estimates
           which may differ from actual costs.

      --   Because we historically operated through entities taxed as
           partnerships in many countries, including the United States, prior to
           our transition to a corporate structure, we have not paid, on a
           historical basis, a material amount of taxes on our earnings at an
           entity level. In addition, historically we have not paid salaries to
           our partners, who will be our employees, from a legal and accounting
           standpoint, after this offering. As a result, in preparing our
           unaudited pro forma combined financial statements we deducted and
           charged to earnings the estimated income taxes based on estimated tax
           rates in jurisdictions in which we operate, which may differ from our
           actual tax rates in the future. We also estimated compensation and
           benefit costs for our partners, which may differ from actual costs
           for various reasons, including our need to hire additional client
           service staff over time to implement parts of our growth strategy.

      --   Our historical and pro forma combined financial statements in this
           prospectus reflect allocations of expenses among the various firms in
           the PricewaterhouseCoopers network and between our business and the
           other businesses of these firms. These services actually could be
           more expensive for us in the future as a public company than is shown
           in our historical and pro forma combined financial statements. We
           also may face costs associated with the termination of our transition
           services if we request services that require additional investment or
           expenditures by the PricewaterhouseCoopers firms that have not been
           fully reimbursed at the time of termination. In addition, we may lose
           benefits relating to the size of the combined PricewaterhouseCoopers
           firms, such as purchasing power when buying products and services
           from vendors.

      --   Our historical combined financial statements and notes to these
           statements contain historical financial results and assets and
           liabilities for management consulting and technology services
           businesses of firms in the PricewaterhouseCoopers network that are
           not being transferred to us as part of our separation.

     Please see our unaudited pro forma combined financial statements,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our combined financial statements for a more detailed discussion
of the factors set forth above.

     BECAUSE WE HAVE RECEIVED BENEFITS FROM OUR RELATIONSHIP WITH THE
PRICEWATERHOUSECOOPERS FIRMS IN THE PAST, OUR SEPARATION COULD ADVERSELY AFFECT
OUR REVENUES AND PROFITABILITY.

     Our business historically has benefited from referrals from the audit, tax
and other businesses within the PricewaterhouseCoopers network. While many parts
of our business are being adversely affected by the auditor independence issues
discussed in this prospectus, the leads we receive from the audit, tax and other
businesses historically have been an important part of our business. These leads
are particularly important for engagements with smaller clients, many of which
are not publicly traded companies. Following the closing of this offering, the
PricewaterhouseCoopers firms and their partners and shareholders will no longer
have the same incentives to provide us with leads regarding new engagements, and
we will not be able to pay them

                                        20
<PAGE>

referral fees as long as they own any of our equity. We cannot assure you that
these leads will continue following the closing of this offering and,
accordingly, our revenues and profitability may be adversely affected. We
believe that our business in Europe will be most affected by the loss of these
leads from the PricewaterhouseCoopers firms.

     BECAUSE OUR BUSINESS CURRENTLY IS PART OF THE BUSINESSES OF SEPARATE FIRMS
WHICH HAVE THEIR OWN GOVERNANCE AND MANAGEMENT, WE MAY EXPERIENCE DIFFICULTY IN
IMPLEMENTING OUR GROWTH STRATEGY AS WE TRANSITION TO A CORPORATE STRUCTURE.

     From time to time in the past, we have experienced difficulty in
implementing our common business strategies and standards, including our risk
management practices, and creating a consistent operating model across the world
due to differences in culture and ownership. Prior to our separation from the
PricewaterhouseCoopers network, we have had to develop our common approaches by
reaching consensus among the firms in the PricewaterhouseCoopers network,
particularly the firms in Europe. Following our separation, we will need to
realign quickly the priorities of our partners so that they act as employees for
the benefit of our company as a whole and not merely for the benefit of their
country or region. Even after our separation, however, we will need to ensure
that our common business model takes into account the differences that exist in
our business around the world. If we are not able to reconcile these needs, we
may not be able to effectively implement a part of our growth strategy.

     CHARGES RELATED TO A NUMBER OF NONRECURRING ITEMS IN FISCAL YEARS 2002 AND
2003 WILL SUBSTANTIALLY LOWER OUR NET INCOME, AND THIS EFFECT IN THE FISCAL
QUARTER ENDING SEPTEMBER 30, 2002, WILL BE PARTICULARLY SIGNIFICANT.

     In connection with our separation and transition to a corporate structure,
we will incur charges relating to a number of nonrecurring items during fiscal
years 2002 and 2003. These include costs relating to our separation, such as
transfer taxes, costs associated with changing and marketing our new name and
costs associated with creating separate systems and processes. We also will
recognize compensation expense from the grant of restricted share units to our
partners. Please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Overview--Accounting Matters relating to
Our Separation and Transition to a Public Company" for a more detailed
description of these charges.

     BECAUSE WE WILL RELY ON THE PRICEWATERHOUSECOOPERS FIRMS FOR IMPORTANT
TRANSITION SERVICES, WE FACE A NUMBER OF SIGNIFICANT RISKS.

     Following our separation from the PricewaterhouseCoopers network, we will
continue to rely on the PricewaterhouseCoopers network of firms for many
important services and support functions. We have described the significant
risks we believe may be associated with our transition services agreements
below.

      --   Some of the services and support functions to be provided by the
           PricewaterhouseCoopers network of firms are critical to our ability
           to manage our business. For example, we will rely on these firms to
           perform important accounting and financial information services for
           us for up to three years following the closing of this offering. We
           also may rely on some of these firms for additional financial
           reporting services to assist us in meeting our public disclosure
           obligations. These firms do not operate a single combined financial
           accounting and reporting system. Instead, we will be relying on a
           large number of separate firms to provide us with the information we
           require to fulfill our public disclosure obligations. If the quality
           or timeliness of the services we receive from the
           PricewaterhouseCoopers firms is not satisfactory, we may not be able
           to effectively operate our business and we may face difficulty in
           reporting our financial performance on a timely basis, which could
           adversely affect investor confidence and may result in a decrease in
           the price of our Class A common shares.

      --   There will be significant limitations on the liability that firms in
           the PricewaterhouseCoopers network will have in connection with the
           provision of services under the transition services agreements. In
           general, the maximum aggregate liability of a PricewaterhouseCoopers
           firm will be limited to an amount equal to six months of fees payable
           to the PricewaterhouseCoopers firm under the transition services
           agreements signed by the particular PricewaterhouseCoopers firm. Our
           damages from a breach of these agreements, however, by the
           PricewaterhouseCoopers firm, could materially exceed

                                        21
<PAGE>

           its liability under these agreements. The PricewaterhouseCoopers
           firms will not have joint and several liability for breaches of the
           agreements, which means that a PricewaterhouseCoopers firm will not
           be responsible for breaches by another PricewaterhouseCoopers firm.
           Accordingly, if a PricewaterhouseCoopers firm breaches its agreement
           to perform transition services for us, we may not have an effective
           means to seek remedy or receive adequate compensation for the breach.

      --   Each PricewaterhouseCoopers firm has agreed to use commercially
           reasonable efforts to secure third party consents that are needed to
           provide us with services we have historically received. We cannot
           assure you that these third party consents will be secured, and if
           they are secured, what, if any, consent fee will be required by a
           consenting third party. We will bear some or all of any costs,
           expenses and fees required to secure any third party consent. If a
           third party consent necessary to provide us services cannot be
           secured and an alternative supplier cannot be employed, the
           PricewaterhouseCoopers firms may not be able to provide some services
           to us, which could prevent us from effectively operating our
           business.

     WE HAVE NO HISTORY OPERATING AS A SEPARATE PUBLIC COMPANY, AND WE MAY BE
UNABLE TO MAKE, OR MAY INCUR SIGNIFICANT COSTS IN MAKING, THE CHANGES NECESSARY
TO OPERATE AS A SEPARATE PUBLIC COMPANY.

     With respect to the transition services to be provided to us by the
PricewaterhouseCoopers firms, we will need to build systems and support
functions to perform these services internally or enter into agreements with
others to provide these services prior to the expiration of the transition
services agreements, which generally have three year terms. The cost to build
these systems and support functions or to acquire these services from others may
be more costly than the cost of services provided by the PricewaterhouseCoopers
network, which may result in a decline in our profitability. Even if we build
the systems and support functions to perform these services internally prior to
the expiration of the transition services agreements, our implementation of the
new systems and support functions or the transition of data from the
PricewaterhouseCoopers network systems to our systems may not be successful,
which could adversely affect investor confidence and may result in a decrease in
the price of our Class A common shares. Please see "Arrangements with the
PricewaterhouseCoopers Network of Firms" for a more detailed description of the
services that will be provided by the PricewaterhouseCoopers network of firms
and the transition services agreements.

  RISKS THAT RELATE TO THIS OFFERING AND OWNERSHIP OF OUR CLASS A COMMON SHARES

     OUR QUARTERLY REVENUES AND OTHER FINANCIAL RESULTS ARE LIKELY TO VARY FROM
QUARTER TO QUARTER IN FUTURE PERIODS, WHICH MAY CAUSE THE PRICE OF OUR CLASS A
COMMON SHARES TO DECLINE.

     Our quarterly financial results, including revenues, gross margin and
operating income, have varied significantly in the past and are likely to vary
significantly in the future. For example, during the last six quarters, our
operating income ranged from $55 million for the fiscal quarter ended September
30, 2000, to $226 million for the fiscal quarter ended March 31, 2001. The
beginning or ending of multiple large engagements, for example, during a fiscal
quarter could cause our revenues, gross margin and operating income to vary
considerably from one fiscal quarter to the next. We also experience seasonal
variations in our revenues.

     BECAUSE THERE HAS NOT BEEN ANY PUBLIC MARKET FOR OUR CLASS A COMMON SHARES,
THE MARKET PRICE AND TRADING VOLUME OF OUR CLASS A COMMON SHARES MAY BE
VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE INITIAL
PUBLIC OFFERING PRICE.

     Prior to the closing of this offering, there has been no trading market for
our Class A common shares. We cannot predict the extent to which investors'
interest will lead to a liquid trading market or whether the market price of our
Class A common shares will be volatile, and you may have difficulty reselling
your Class A common shares. The price of our Class A common shares after this
offering may fluctuate widely, depending upon many factors, including:

      --   the perceived prospects for the management consulting and technology
           services industry in general,

      --   differences between our actual financial and operating results and
           those expected by investors and analysts,

      --   changes in analysts' recommendations or projections,

                                        22
<PAGE>

      --   changes in the share price of public companies with which we compete,

      --   news about our industry and our competitors,

      --   changes in general economic or market conditions and

      --   broad market fluctuations.

     Our Class A common shares may trade at prices significantly below the
initial public offering price. In addition, when the market price of a company's
common equity drops significantly, stockholders often institute securities class
action lawsuits against the company. A lawsuit against us could cause us to
incur substantial costs and could divert the time and attention of our
management and other resources.

     THE PRICE OF OUR CLASS A COMMON SHARES MAY DECLINE DUE TO THE LARGE NUMBER
OF OUTSTANDING SHARES ELIGIBLE FOR FUTURE SALE TO THE PUBLIC.

     Sales of substantial amounts of our Class A common shares, or the
possibility of these sales, may adversely affect the price of our Class A common
shares and may make it more difficult for us to raise capital through the
issuance of equity securities. If firms in the PricewaterhouseCoopers network
continue to hold our equity following the closing of this offering, they will be
required to completely divest themselves of all our Class A common shares and
equity in any of our subsidiaries during the five year period following the
closing of this offering. The obligation by the PricewaterhouseCoopers firms to
sell or otherwise dispose of our Class A common shares may depress the market
price for our Class A common shares. In addition, a substantial number of shares
and units relating to these shares, which will be subject to transfer
restrictions, will be held by our partners after the closing of this offering,
including shares issued to our partners in redemption of their interests in
their PricewaterhouseCoopers firms, and shares to be issued in respect of
restricted share units which will be granted to our partners as part of their
compensation for fiscal year 2003 in connection with the closing of this
offering. Sales by individual PricewaterhouseCoopers partners and by our
partners in frequent open market transactions may depress the market price for
our Class A common shares.

     Upon the closing of this offering and assuming all Class I common shares of
PwC Consulting SCA and all exchangeable shares issued by our other subsidiaries
have been redeemed or exchanged on a one-for-one basis into our Class A common
shares and all Class A common shares relating to restricted share units held by
our partners have been delivered, there will be      of our Class A common
shares outstanding, or      shares if the underwriters exercise their
over-allotment option in full. Of these shares,      shares sold in this
offering, or      shares if the underwriters exercise their over-allotment
option in full, will be freely transferable without restriction or further
registration under the Securities Act of 1933. The remaining
shares, which includes shares held by our partners and, possibly, shares held by
the PricewaterhouseCoopers firms and their partners and shareholders, generally
will be available for future sale subject to some limitations on the timing,
amount and method of those sales imposed by regulations promulgated by the
Securities and Exchange Commission. The sale of these shares is also subject to
contractual transfer restrictions.

     As part of our separation, we will enter into a shareholders agreement with
each of the PricewaterhouseCoopers firms receiving our Class A common shares and
shares issued by our subsidiaries. This agreement entitles these shareholders
and, in some circumstances, their partners and shareholders to demand
registration rights which require us to file a registration statement with the
SEC for the resale of shares, if any, held by them. We also have granted them
the right to participate in some other registered offerings of our Class A
common shares that may occur from time to time.

     WE PLAN TO ISSUE A LARGE NUMBER OF RIGHTS AND OPTIONS TO PURCHASE CLASS A
COMMON SHARES TO OUR PARTNERS AND OTHER EMPLOYEES THAT COULD DILUTE YOUR
INTEREST IN US.

     Upon the closing of this offering we will have approximately      Class A
common shares available for issuance to our partners and other employees in
connection with grants of restricted share units representing Class A common
shares or awards of stock options under our employee benefits arrangements. At
the closing of this offering, we anticipate granting restricted share units
representing      Class A common shares to our partners and options to purchase
     Class A common shares at an exercise price equal to the initial public
offering price to most of our employees.

                                        23
<PAGE>

     WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE TO
US. RAISING ADDITIONAL CAPITAL WILL DILUTE YOUR OWNERSHIP IN US AND MAY CAUSE
THE MARKET PRICE OF OUR CLASS A COMMON SHARES TO FALL.

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

      --   fund working capital needs,

      --   launch new services and products, such as our outsourcing services,

      --   acquire new businesses or invest in existing businesses,

      --   expand our business into new regions and countries or

      --   otherwise respond to competitive pressures.

     Any additional capital raised through the sale of equity will dilute your
ownership percentage in us and may decrease the market price of our Class A
common shares. Furthermore, any additional financing we may need may not be
available on terms favorable to us, or at all.

     THE TERMS OF THE VOTING AGREEMENT AMONG OUR PARTNERS AND THE ANTI-TAKEOVER
PROVISIONS OF OUR MEMORANDUM OF ASSOCIATION AND BYE-LAWS AND OUR SHAREHOLDER
RIGHTS AGREEMENT COULD DELAY OR PREVENT A CHANGE OF CONTROL THAT YOU MAY FAVOR.

     Our partners will enter into a voting agreement with each other and us
that, among other things, will provide that a separate, preliminary vote of our
partners will be conducted prior to any vote of our shareholders. The effect of
the voting agreement is that most of our Class A common shares and our Class X
common shares held by our partners will be voted as a single block. Because our
partners will hold approximately      % of the voting power of our Class A
common shares and our Class X common shares, or      % if the underwriters'
over-allotment option is exercised in full, following the closing of this
offering, the decision of our partners holding our Class A common shares and our
Class X common shares subject to the voting agreement likely would have a
significant effect on the success or failure of any offer to acquire us. Our
partners have agreed not to approve any acquisition transaction unless
two-thirds of our partners vote to approve the transaction.

     Provisions of our memorandum of association and bye-laws and our
shareholder rights agreement, which will be in effect upon completion of our
separation, also may discourage, delay or prevent a merger or other change of
control that shareholders may consider favorable or may impede the ability of
our shareholders to change our management. The provisions of our memorandum of
association and bye-laws and our shareholder rights agreement, among other
things, will:

      --   issue rights, called poison pills, to holders of our common shares
           that will make an acquisition very difficult without the approval of
           our board of directors,

      --   divide our board of directors into three classes, with members of
           each class to be elected for staggered three-year terms,

      --   limit the right of shareholders to remove directors,

      --   regulate how shareholders may present proposals or nominate directors
           for election at annual meetings of stockholders and

      --   authorize our board of directors to issue preferred shares in one or
           more series, without shareholder approval, which may have the effect
           of making an offer for our shares more expensive to the bidder.

     Please see "Arrangements with Our Partners--PwCC Limited Voting Agreement"
and "Description of Share Capital" for a description of these agreements and
provisions.

     WE ARE REGISTERED IN BERMUDA, AND A LARGE PART OF OUR ASSETS WILL BE
LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, OUR SHAREHOLDERS MAY NOT BE ABLE
TO ENFORCE CIVIL LIABILITY PROVISIONS OF THE FEDERAL OR STATE SECURITIES LAWS OF
THE UNITED STATES.

     We are organized under the laws of Bermuda, and a large part of our assets
will be located outside the United States. As a result, it may not be possible
to enforce court judgments obtained in the United States against us based on the
civil liability provisions of the federal or state securities laws of the United
States in Bermuda or in countries other than the United States where we will
have assets. In addition, there is some
                                        24
<PAGE>

doubt as to whether the courts of Bermuda and other countries would recognize or
enforce judgments of United States 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 United States 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.

     BERMUDA LAW DIFFERS FROM THE LAWS IN EFFECT IN THE UNITED STATES AND MAY
AFFORD LESS PROTECTION TO SHAREHOLDERS.

     Our corporate affairs are governed by the Companies Act 1981 of Bermuda.
The Companies Act differs in some material respects from laws generally
applicable to United States corporations and shareholders, including the
provisions relating to interested directors, mergers and acquisitions,
takeovers, shareholder lawsuits and indemnification of directors. Generally, the
duties of directors and officers of a Bermuda company are owed to the company
only. Shareholders of Bermuda companies generally do not have rights to take
action against directors or officers of the company and may only do so in
limited circumstances. Please see "Description of Share Capital" for a
description of these restrictions. In addition, the rights of our shareholders
and the fiduciary responsibilities of our directors under Bermuda law are not as
clearly established as under statutes or judicial precedent in existence in
jurisdictions in the United States, particularly the State of Delaware.
Therefore, our shareholders may have more difficulty protecting their interests
than would shareholders of a corporation incorporated in a jurisdiction of the
United States.

     POTENTIAL UNITED STATES FEDERAL TAX LAW CHANGES COULD INCREASE OUR
EFFECTIVE TAX RATE OR COULD HAVE OTHER ADVERSE EFFECTS ON OUR BUSINESS.

     Legislation has been introduced in the United States Congress that would
reduce or eliminate the tax advantages of corporate inversion transactions,
which typically involve a United States corporation changing its legal structure
so that it becomes owned by a new parent corporation organized in a low-tax
jurisdiction, such as Bermuda. This legislation, if enacted, could cause these
new parent corporations to be taxed as United States corporations or could have
other adverse effects intended to deter these transactions. Some legislators
also have indicated that they might consider imposing limitations on awarding
government contracts to these companies. The formation of our company will be
accomplished by the combination of separately-owned and managed businesses in
the PricewaterhouseCoopers network of firms. Based upon the allocation of value
under the rollup agreements, slightly more than half of these businesses and
their owners have never been subject to United States income tax laws. In
addition, PricewaterhouseCoopers firms, or their partners and shareholders,
participating in the separation transaction, that are United States persons
should own less than 50% of our company, even before taking into account sales
of our Class A common shares in this offering, and should own a considerably
lower percentage of our company following this offering. Nevertheless, because
the formation of our company has some similarities with corporate inversion
transactions, it is possible that this legislation, if enacted, could be
applicable to the formation of our company, which could result in an increase in
the effective tax rate of our company, result in the imposition of United States
withholding taxes on any dividend distributions by us to non-United States
shareholders, reduce our revenues from the United States government or have
other adverse effects.

                                        25
<PAGE>

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements that are based on
current expectations, estimates, forecasts and projections about our business
and the industry in which we operate, management's beliefs and assumptions made
by management. Such statements include, in particular, statements about our
plans, strategies and prospects and statements about the industry groups and
industry sectors we serve and the solution areas we offer, in each case under
the headings "Summary," "Risk Factors," "Dividend Policy," "Our Organizational
Structure," "Auditor Independence Rules, the Enron Situation and the Proposed
SEC No-Action Letter," "Unaudited Pro Forma Combined Financial Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business," "Management," "Arrangements with the
PricewaterhouseCoopers Network of Firms," "Description of Share Capital,"
"Shares Eligible for Future Sale" and "Material Income Tax Consequences." Words
such as "may," "will," "should," "could," "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward looking statements. These
statements are not guarantees of future performance or development and involve
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. Except as required under the
federal securities laws and the rules and regulations of the Securities and
Exchange Commission, we do not have any intention or obligation to update
publicly any forward-looking statements after we distribute this prospectus,
whether as a result of new information, future events or otherwise.

     This prospectus also contains information concerning the management
consulting and information technology services industry that is forward-looking
in nature and is based on a variety of assumptions regarding the ways in which
this industry will develop. This information includes estimated growth
statistics based on the third-party sources cited in this prospectus. The
assumptions underlying the information on our industry have been derived from
information currently available to us and from third-party sources. If any one
or more of the assumptions are incorrect, the development of our industry,
including estimated growth, may differ from those described in this prospectus.
While we do not know what impact any such differences may have on our business,
our future results of operations and financial condition and the market price of
our Class A common shares may be materially adversely affected. In addition, we
generally cannot assure you that the forward-looking information regarding our
industry, including estimated growth, will be achieved, whether or not the
assumptions are correct.

                                        26
<PAGE>

                                USE OF PROCEEDS

     We estimate that we will receive approximately $          in net proceeds
from this offering from the sale by us of          Class A common shares. These
estimates reflect an initial public offering price of $
per share, the midpoint of the range set forth on the cover page of this
prospectus, and the deduction of the estimated underwriting discounts and
commissions and estimated offering expenses payable by us and our subsidiaries.
If the underwriters fully exercise their over-allotment option, we estimate we
will receive approximately an additional $          in net proceeds. We will not
receive any proceeds from the sale of our Class A common shares by the selling
shareholders. We intend to use the net proceeds we receive as a result of this
offering to acquire additional Class I common shares in PwC Consulting SCA, our
principal subsidiary.

     PwC Consulting SCA will use the net proceeds of this offering to do the
following:

      --   pay approximately $     million of separation and transaction
           expenses, such as transfer taxes,

      --   pay approximately $     million to acquire, directly or indirectly,
           PricewaterhouseCoopers management consulting and technology services
           businesses in some countries pursuant to the terms of the applicable
           rollup agreements,

      --   lend approximately $     to our partners to help satisfy tax
           obligations arising as a result of our separation and

      --   use the remainder for general corporate purposes, including to fund
           working capital.

     We have granted an over-allotment option to the underwriters at their
request. Under our current business plan, we do not require the proceeds from
the sale of our Class A common shares that would result from the exercise of
this option. Accordingly, if the option is exercised by the underwriters, we
currently intend to use the net proceeds from this option to repurchase our
Class A common shares from time to time in open market transactions in
accordance with applicable securities laws. Because we will have significant
flexibility in applying the net proceeds of the over-allotment option, if
exercised, you may not agree with the choices we make in using these proceeds.

     Pending specific application of the net proceeds, we intend to invest them
in short-term marketable securities.

                                DIVIDEND POLICY

     We do not anticipate paying any dividends on our Class A common shares in
the foreseeable future. We also do not anticipate that our subsidiary, PwC
Consulting SCA, will make any distributions on its Class I common shares or
Class II common shares. We currently intend to retain our future earnings for
use in the operation and expansion of our business. In addition, we may from
time to time enter into financing agreements that contain financial covenants
and restrictions, some of which may limit our ability or the ability of PwC
Consulting SCA to pay dividends or make distributions. Accordingly, you may need
to sell your Class A common shares to realize a return on your investment. You
may not be able to sell your shares at or above the price you paid for them.

     Any future determination to pay dividends will be at the discretion of our
board of directors and will depend upon our results of operations, financial
condition and ability to receive distributions from PwC Consulting SCA. Any such
determination also will depend upon our cash requirements, prospects and other
factors our board of directors deems relevant. If we pay any dividends to our
shareholders, we will pay them pro rata based on economic interest. Accordingly,
holders of our Class X common shares, which have a voting interest but no
economic interest, will not share in any dividend.

                                        27
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and our
combined capitalization as of December 31, 2001, on a Historical and Pro Forma
as adjusted basis.

      --   The "Historical" column reflects our cash and cash equivalents and
           our capitalization as of December 31, 2001, on a historical basis.

      --   The "Pro Forma as adjusted" column reflects our cash and cash
           equivalents and our capitalization as of December 31, 2001, and gives
           effect to the pro forma adjustments to our combined financial
           statements for our separation and related transactions, including
           this offering. The table below reflects our receipt from the sale of
           our Class A common shares by us of the estimated net proceeds of
           $          , assuming an estimated initial public offering price of
           $     per share, the midpoint of the range set forth on the cover
           page of this prospectus. We will not receive any of the net proceeds
           from the sale of our Class A common shares by the selling
           shareholders.

     The table below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations," our unaudited
pro forma combined financial statements and notes to these statements and our
combined financial statements and notes to these statements.

<Table>
<Caption>
                                                                        AS OF
                                                                  DECEMBER 31, 2001
                                                              -------------------------
                                                                             PRO FORMA
                                                              HISTORICAL    AS ADJUSTED
                                                              ----------    -----------
                                                                   (IN THOUSANDS,
                                                                 EXCEPT SHARE DATA)
                                                                     (UNAUDITED)
<S>                                                           <C>           <C>
Cash and cash equivalents...................................   $144,552      $
                                                               ========      ========
Short-term borrowings and current portion of long-term
  debt......................................................   $ 38,370      $
Long-term debt and other long-term liabilities..............    129,970
                                                               --------
Minority interests..........................................         --
Invested equity/shareholders' equity........................         --
  Class A common shares, par value $0.0001 per share,
     shares authorized,    shares issued and outstanding pro
     forma as adjusted......................................         --
  Class X common shares, par value $0.0001 per share,
     shares authorized,   shares issued and outstanding pro
     forma as adjusted......................................         --
  Restricted share units (relating to Class A common
     shares), 0 units issued and outstanding pro forma as
     adjusted...............................................         --
  Additional paid-in capital................................         --
PwC Network investment......................................    394,882            --
Accumulated other comprehensive income (loss)...............         --
                                                               --------      --------
     Total PwC investment/shareholders' equity..............    394,882
                                                               --------      --------
          Total capitalization..............................   $563,222      $
                                                               ========      ========
</Table>

     On a historical basis, the amount of net investment in our combined
business by firms in the PricewaterhouseCoopers network was recorded as PwC
Network investment in our combined financial statements.

                                        28
<PAGE>

                                    DILUTION

     At December 31, 2001, our pro forma net tangible book value was
approximately $          , or approximately $     per Class A common share. Net
tangible book value per Class A common share represents total combined tangible
assets less total combined liabilities, divided by the aggregate number of Class
A common shares outstanding, assuming all PwC Consulting SCA Class I common
shares and all exchangeable shares issued by our other subsidiaries have been
redeemed or exchanged on a one-for-one basis for our Class A common shares.
Class A common shares outstanding do not include           Class A common shares
issuable pursuant to options and           Class A common shares underlying
grants of restricted share units. After giving effect to our sale of
Class A common shares in this offering, assuming an estimated initial public
offering price of $     per share, the midpoint of the range set forth on the
cover page of this prospectus, and after deducting estimated underwriting
discounts and commissions and estimated offering expenses payable by us, our net
tangible book value as of December 31, 2001, would have been approximately
$          , or $     per share. This represents an immediate increase in net
tangible book value to existing shareholders of $     per share and an immediate
dilution to new investors purchasing shares in this offering of $     per share.

     The following table illustrates this dilution per share.

<Table>
<S>                                                           <C>          <C>
Assumed initial public offering price per Class A common share..........   $
     Pro forma net tangible book value per share as of
       December 31, 2001, before giving effect to this
       offering.............................................  $
     Increase in pro forma net tangible book value per share
       attributable to new investors purchasing shares in
       this offering........................................  $
Pro forma net tangible book value per share after giving effect to this
  offering..............................................................   $
                                                                           ----------
Dilution in pro forma net tangible book value per share to new
  investors.............................................................   $
                                                                           ==========
</Table>

     As of December 31, 2001, our company had not yet been formed, and,
accordingly, there were no options or restricted share units outstanding with
respect to our Class A common shares. We expect to issue restricted share units
and options to purchase our Class A common shares in connection with this
offering. To the extent that any Class A common shares represented by restricted
share units are distributed or any options are granted and exercised, there may
be further dilution to new investors.

     The following table sets forth, as of December 31, 2001, on the pro forma
basis described above, the differences between the number of Class A common
shares purchased from us, the total cash consideration paid and average price
per share paid by our existing shareholders and by the new investors in this
offering at an assumed initial public offering price of $     per share, before
deducting the estimated underwriting discounts and commissions and offering
expenses payable by us.

<Table>
<Caption>
                                  SHARES PURCHASED
                       ---------------------------------------        TOTAL CASH
                                                                     CONSIDERATION        AVERAGE
                                                 PERCENTAGE      ---------------------     PRICE
                       NUMBER    PERCENTAGE   OF VOTING RIGHTS    AMOUNT    PERCENTAGE   PER SHARE
                       -------   ----------   ----------------   --------   ----------   ---------
<S>                    <C>       <C>          <C>                <C>        <C>          <C>
Existing
  shareholders.......                   %               %        $                 %      $
                                        %               %                          %
New investors........                   %               %                          %
                                        %               %                          %
                       -------     -----           -----         --------     -----       ------
     Total...........              100.0%          100.0%        $            100.0%      $
                                   =====           =====         ========     =====       ======
</Table>

     If the underwriters' over-allotment option is exercised in full, the net
tangible book value per share after giving effect to this offering would be
$     per share and the dilution in net tangible book value per share to new
investors would be $     per share.

                                        29
<PAGE>

                          OUR ORGANIZATIONAL STRUCTURE

     We are a Bermuda holding company that currently has no material activities,
assets or liabilities. PwC Consulting SCA is a Luxembourg partnership limited by
shares that is owned by us, which also currently has no material activities,
assets or liabilities. We are the sole general partner of PwC Consulting SCA and
therefore control it and include, or consolidate, its operations into our
financial statements. We receive an annual profit allocation as general partner
of PwC Consulting SCA and are reimbursed for all of our expenses relating to our
management of PwC Consulting SCA. Following our separation, we will operate our
business principally through subsidiaries of PwC Consulting SCA, the equity of
which initially will be our only material asset.

     Pursuant to some of the rollup agreements described in this prospectus, we
will issue Class A common shares in our separation to some firms in the
PricewaterhouseCoopers network, or their partners or shareholders, in exchange
for their management consulting and technology services businesses. The firms
expected to receive Class A common shares are those with operations principally
in Canada, Central Africa, China, Denmark, East Asia, Germany, Korea, Iceland,
the Middle East, New Zealand, Pakistan, Portugal, South Africa, South America,
Switzerland, the United Kingdom, the United States and Venezuela. Some of these
firms also will receive PwC Consulting SCA Class I common shares or exchangeable
shares of its subsidiaries. These businesses will be transferred, directly or
indirectly, to PwC Consulting SCA in exchange for a number of its Class I common
shares equal to the number of Class A common shares that we issued to the firms
in the PricewaterhouseCoopers network or their partners or shareholders. We will
have the right, but not the obligation, to contribute proceeds from future
issuances of our Class A common shares to PwC Consulting SCA in exchange for
additional PwC Consulting SCA Class I common shares.

     Pursuant to some of the other rollup agreements, PwC Consulting SCA will
issue its Class I common shares in our separation, which represent limited
partnership interests, to some firms in the PricewaterhouseCoopers network, or
their partners or shareholders, in exchange for their management consulting and
technology services businesses. The firms expected to receive PwC Consulting SCA
Class I common shares are those with operations principally in Australia,
Belgium, Central and Eastern Europe, Denmark, Finland, France, Ireland, Italy,
Japan, Mexico, the Netherlands, Norway, Spain, Sweden and the United States. In
addition, a subsidiary of PwC Consulting SCA will issue exchangeable shares to
the Canadian firm. Holders of PwC Consulting SCA Class I common shares or
exchangeable shares of PwC Consulting SCA's subsidiaries will have the right to
purchase for nominal consideration a number of our Class X common shares, which
have the same voting rights as our Class A common shares but no economic rights,
equal to the number of PwC Consulting SCA Class I common shares or exchangeable
shares that they receive. PricewaterhouseCoopers firms, to the extent these
firms continue to own equity in our subsidiaries following the closing of this
offering, will not be able to exercise this right under the restrictions that
are likely to be imposed as a result of the proposed SEC no-action letter, which
is described in this prospectus. The exchangeable shares of PwC Consulting SCA's
subsidiaries are exchangeable into Class A common shares on a one-for-one basis.
Subject to some exceptions, PwC Consulting SCA Class I common shares are
redeemable, upon request of a holder, at any time for cash, although PwC
Consulting SCA has the right to deliver our Class A common shares on a
one-for-one basis in lieu of cash. In some jurisdictions, we have agreed to
intercede and exchange one of our Class A common shares for each PwC Consulting
SCA Class I common share that a shareholder has elected to have redeemed.

     Some PricewaterhouseCoopers firms and their partners or shareholders will
be selling Class A common shares in this offering. In order to participate in
this offering, immediately prior to the closing of this offering, selling
shareholders, to the extent they hold equity in one of our subsidiaries, will
have all or a portion of their PwC Consulting SCA Class I common shares or their
exchangeable shares exchanged on a one-for-one basis for our Class A common
shares. Assuming the PricewaterhouseCoopers firms, or their partners or
shareholders, fully liquidate their holdings in us as a result of this offering,
only our partners and we will hold PwC Consulting SCA Class I common shares or
exchangeable shares in our other subsidiaries following the closing of this
offering.

                                        30
<PAGE>

     Our organizational structure following our separation is expected to be as
shown in the diagram below. This diagram does not display any of our
wholly-owned subsidiaries or any of PwC Consulting SCA's subsidiaries.

                                (PWC FLOWCHART)

     Described below is our expected equity ownership following our separation,
in each case calculated assuming all PwC Consulting SCA Class I common shares
and all exchangeable shares issued by our subsidiaries that are not owned by us
or our subsidiaries have been redeemed or exchanged on a one-for-one basis into
our Class A common shares.

 --   Our partners will own approximately      % of our Class A common shares,
      including Class A common shares to be issued in respect of restricted
      share units, or approximately      % if the underwriters exercise their
      over-allotment option in full.

 --   Our public shareholders will own approximately      % of our Class A
      common shares, or approximately      % if the underwriters exercise their
      over-allotment option in full.

     In the event the PricewaterhouseCoopers firms and their partners and
shareholders do not dispose of all of their Class A common shares in this
offering, including Class A common shares that would be received upon a
redemption or exchange of PwC Consulting SCA Class I common shares or an
exchange of exchangeable shares of our subsidiaries, the PricewaterhouseCoopers
firms and some of their partners and shareholders will continue to hold some of
our Class A common shares, PwC Consulting SCA Class I common shares or
exchangeable shares of some of our subsidiaries. In the event these firms
continue to hold any of these shares, they will be subject to voting and other
restrictions as described under "Arrangements with the PricewaterhouseCoopers
Network of Firms--Shareholders Agreement." The percentage of our Class A common
shares that these firms and their partners and shareholders will be permitted to
hold immediately following the closing of this offering will be equal to or less
than the percentage that the SEC determines will allow the
PricewaterhouseCoopers firms to be recognized as being separate from us. We
currently expect this percentage to be less than 20% of our Class A common
shares outstanding immediately following the closing of this offering. For
purposes of this 20% threshold, we have treated all PwC Consulting SCA Class I
common shares and all exchangeable shares issued by our other subsidiaries as if
they had been redeemed or exchanged on a one-for-one basis for our Class A
common shares.

                                        31
<PAGE>

     Although we currently do not anticipate that we will declare any dividends
in the foreseeable future, we expect that any dividends we may declare will be
paid based on economic ownership in us and our subsidiaries. After our
separation, we will have no material activities, assets or liabilities other
than our holdings in PwC Consulting SCA. Because we will be permitted to acquire
and hold assets and incur liabilities at various levels of our organizational
structure, however, there may be differences between dividends paid on our Class
A common shares and distributions made with respect to PwC Consulting SCA Class
I common shares. For example, we may acquire a business at the PwCC Limited
level and decide not to transfer the business to PwC Consulting SCA, which may
result in additional cash flow at the PwCC Limited level. Conversely, we may
incur indebtedness only at the PwCC Limited level, which could cause expenses to
be incurred at the PwCC Limited level that may not be reimbursed by PwC
Consulting SCA. In addition, distributions paid by PwC Consulting SCA will be
subject to Luxembourg withholding taxes, which vary based upon the residence of
a shareholder. Therefore, we may not receive the same distribution from PwC
Consulting SCA on account of our PwC Consulting SCA Class I common shares or
Class II common shares, on a net after-tax basis, as another holder of PwC
Consulting SCA Class I common shares, such as one of our partners. We expect to
minimize withholding taxes by receiving payments for redemption of our PwC
Consulting SCA Class II common shares in lieu of most ordinary distributions,
but those payments should not materially change our economic interest in PwC
Consulting SCA.

     Please see "Arrangements with the PricewaterhouseCoopers Network of Firms,"
"Arrangements With Our Partners" and "Description of Share Capital" for
additional information about our corporate structure.

                                        32
<PAGE>

                AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION
                     AND THE PROPOSED SEC NO-ACTION LETTER

AUDITOR INDEPENDENCE RULES AND THE ENRON SITUATION

     The United States federal securities laws, including the rules and
regulations promulgated by the Securities and Exchange Commission under these
laws, require that an independent accountant certify the financial statements
that a public reporting company submits to the SEC. Other jurisdictions also
have laws, rules and regulations regarding the independence of accountants from
audit clients. Until our separation from the PricewaterhouseCoopers network of
firms, our business will continue to be subject to and constrained by these
laws, rules and regulations because of the accounting and auditing businesses
that are conducted by the firms in the PricewaterhouseCoopers network.

     Rule 2-01 of Regulation S-X under the Securities Act, which was amended
effective February 2001, provides that the SEC will not recognize an accountant
as independent from an audit client unless the accountant is, and appears to a
reasonable investor to be, capable of exercising objective and impartial
judgment on all issues encompassed within the accountant's engagement. In
addition to this general standard, Rule 2-01 also sets forth a number of
non-exclusive circumstances, including various relationships between an
accountant and an audit client and services performed by an accountant for an
audit client, which the SEC views as inconsistent with the general standard for
independence. At the time Rule 2-01 was amended in February 2001, the SEC also
amended the proxy disclosure rules to require disclosure of the fees paid by a
public reporting company to its principal accountants for audit and non-audit
services. The following summary sets forth some of these circumstances which
have limited our business and describes the new proxy disclosure rules. This
summary, however, is not intended to be a full description of Rule 2-01, as
amended, the proxy disclosure rules or any other SEC rules and regulations
regarding the independence of accountants.

      --   RELATIONSHIPS.  Rule 2-01 provides that an accountant will not be
           independent from an audit client if the accountant enters into
           financial, employment or business relationships with the audit
           client. For example, subject to some exceptions, an accountant may
           not lend money to or otherwise have a financial interest in an audit
           client. An accountant also may not enter into business relationships,
           such as joint ventures or strategic alliances, with an audit client.
           Accordingly, because of these restrictions, we have been limited in
           our ability to form alliances, enter into resale arrangements, form
           joint ventures or enter into contingent fee or risk-sharing
           arrangements with audit clients of firms in the
           PricewaterhouseCoopers network and affiliates of these clients.

      --   NON-AUDIT SERVICES.  Rule 2-01 provides that the performance by an
           accountant of some non-audit services for an audit client is
           incompatible with independent status. For example, an accountant will
           not be independent from an audit client if, at any point during an
           audit period, the accountant directly or indirectly operates or
           supervises the operation of the client's information systems or
           manages the client's local area computer network. In addition, unless
           conditions designed to ensure independence are satisfied, the SEC
           will not recognize an accountant as independent if the accountant
           designs or implements a hardware or software system, such as an
           enterprise resource planning system, that aggregates financial data
           or generates information that is significant to the client's
           financial statements taken as a whole. As a general matter, most of
           the management consulting and technology services we currently
           provide are not restricted. We have been limited, however, in
           providing some services, such as outsourcing, because of these
           restrictions.

      --   PUBLIC DISCLOSURE REQUIREMENTS.  The proxy disclosure rules require
           that a public reporting company's annual proxy statement include
           disclosure setting forth the fees billed by the company's principal
           accountants for audit and non-audit services. Fees for non-audit
           services must be disclosed separately from fees for audit services,
           and fees relating to the design or implementation of hardware or
           software financial reporting systems, as described above, also must
           be separately disclosed. In addition, a company must disclose whether
           its audit committee has considered whether the provision of non-audit
           services by its accountants is compatible with maintaining the
           independence of its accountants. Because of these disclosure
           requirements, boards of directors are becoming increasingly hesitant
           to allow their accountants to perform significant non-audit services.

                                        33
<PAGE>

     In addition to the SEC rules and regulations, state accounting licensing
boards in the United States and regulatory organizations outside the United
States as well as the professional ethics rules of the accounting profession in
many places around the world impose similar restrictions on the ability of
accounting firms to enter into relationships or perform some non-audit services
for audit clients.

     Although we believe independence-related concerns are most prominent for
companies with securities listed or traded on United States securities markets,
many other countries in which we operate also have laws, rules and regulations
regarding the independence of accountants from audit clients. The United
Kingdom, for example, has required disclosure of fees for audit and non-audit
services since 1989. The European Commission, in preparation for the issuance of
a formal recommendation to European Union member states regarding statutory
auditor independence, published a paper in December 2000 which proposed a set of
fundamental independence principles and specific independence requirements.
These formal recommendations and specific requirements are similar to, and in
some cases stricter than, the SEC auditor independence and disclosure rules. In
response to the Enron situation described below, many jurisdictions outside of
the United States also are considering new laws, rules and regulations that
would restrict further the ability of accounting firms to provide non-audit
services to their audit clients or require disclosure of audit and non-audit
fees.

     In response to the recent high profile bankruptcy filing by the Enron
Corporation in December 2001, government authorities, the media, boards of
directors and shareholders also are paying considerable attention to the
relationships between public reporting companies and their auditors. In the case
of Enron, governmental authorities and the media are investigating whether the
management consulting fees paid to Arthur Andersen compromised its role as
Enron's independent accountants. There also are a number of bills pending in the
United States House of Representatives and the United States Senate which, if
enacted, would prohibit or further restrict the provision of non-audit services
to a public reporting company by its accountants. In addition, shareholders,
particularly pension funds affiliated with labor unions, have begun proposing
shareholder resolutions that, if adopted, would prevent a company's accountants
from performing non-audit services. In February 2002, for example, approximately
40% of the votes cast at The Walt Disney Company's annual shareholders meeting
supported a proposal that would have prevented its accountants,
PricewaterhouseCoopers LLP, from providing Disney with non-audit services in the
future. Although Disney's board of directors originally opposed the initiative,
Disney indicated, prior to its annual meeting, that it would adopt the measure
regardless of the shareholder vote, citing public sentiment and shareholder
reaction. Similar proposals are pending at other large, multinational public
reporting companies.

     Please see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Overview--Auditor Independence Rules, the Enron Situation
and the Impact on Our Business" for a description of the impact that the auditor
independence rules and the Enron situation are having on our business.

THE PROPOSED SECURITIES AND EXCHANGE COMMISSION NO-ACTION LETTER

     In connection with our separation, PricewaterhouseCoopers LLP, the United
States firm, has submitted a request for an independence-related no-action
letter from the Securities and Exchange Commission. The no-action letter, if
issued as currently proposed, would provide that the SEC would not attribute our
business activities following the closing of this offering to the firms in the
PricewaterhouseCoopers network. Thus, the proposed no-action letter would
provide that our activities would not affect the independence of the
PricewaterhouseCoopers firms with respect to our mutual clients. As a result,
the restrictions on our scope of services and business relationship described
above and in this prospectus would no longer apply to us after our separation
and the completion of this offering.

     As part of the separation transaction, we have agreed to comply with the
requirements of the proposed no-action letter. We also will grant the firms in
the PricewaterhouseCoopers network contractual rights, such as registration
rights, that these firms will require in order to comply with the terms of the
proposed no-action letter, if these firms continue to hold our equity following
the closing of this offering. A description of the

                                        34
<PAGE>

agreements that contain these provisions are described in "Arrangements with the
PricewaterhouseCoopers Network of Firms."

     The following is a summary of some of the conditions that the SEC likely
would require in connection with the issuance of the proposed no-action letter.
The conditions listed below are not the full set of conditions that would be
applicable if the SEC issues the proposed no-action letter and focus only on the
provisions which we believe could materially affect us or our business.

      --   After giving effect to this offering, the firms in the
           PricewaterhouseCoopers network and their partners, shareholders and
           pension funds for partners would be required to own less than 20% of
           our outstanding Class A common shares, calculated assuming all PwC
           Consulting SCA Class I common shares have been redeemed by PwC
           Consulting SCA in exchange for our Class A common shares and any
           exchangeable shares issued by our subsidiaries have been exchanged
           for our Class A common shares, in each case on a one-for-one basis.
           Any remaining Class A common shares, PwC Consulting SCA Class I
           common shares and exchangeable shares of our subsidiaries held by
           these firms and their partners and shareholders following the closing
           of this offering would be required to be sold or otherwise disposed
           of prior to the fifth anniversary of the closing of this offering.
           Any shares owned, however, by partners and shareholders of a
           PricewaterhouseCoopers firm that are freely transferable under the
           Securities Act of 1933 and are not subject to a lock-up or other
           transfer restrictions would not be attributed to the
           PricewaterhouseCoopers firms.

      --   We would be entitled to use the name "PwC Consulting" only for a
           period of four years commencing with the closing of this offering.
           The right to use the name "PwC Consulting" during this period would
           be subject to a number of important conditions, including our
           obligation to clearly designate our business as not being owned by or
           affiliated with the firms in the PricewaterhouseCoopers network.
           Although we will have the right to use the name "PwC Consulting" for
           this period of time, we currently plan to change our name prior to
           the closing of this offering. Please see "Business--Business
           Development and Marketing" for information regarding our new name and
           our marketing plans for our new name.

      --   The PricewaterhouseCoopers firms would be able to refer clients to us
           but would be under no obligation to do so. Likewise, we would be able
           to refer clients to firms in the PricewaterhouseCoopers network but
           would be under no obligation to do so. The PricewaterhouseCoopers
           network firms would not be permitted to designate us as a preferred
           provider of services. We also would not be able to pay referral fees
           or other compensation to PricewaterhouseCoopers firms, nor would they
           be able to pay referral fees or other compensation to us.

      --   Any transition services agreements entered into by a
           PricewaterhouseCoopers firm and us would provide that transition
           services will be provided to us at the cost of the services provided.
           In general, the terms of these agreements would not exceed three
           years.

      --   We would continue to be able to occupy office space that we currently
           share with a PricewaterhouseCoopers firm, so long as our offices
           clearly are distinguishable from the offices of the
           PricewaterhouseCoopers firms with which we share space. In general,
           at the end of a lease for any shared space, we would need to relocate
           or enter into a lease for our space directly with owner of the
           property.

      --   We and the PricewaterhouseCoopers firms would enter into, and comply
           with, the terms of the noncompete arrangements contained in the
           agreements relating to our separation.

     The terms and conditions of the final no-action letter, if issued by the
Securities and Exchange Commission, may materially differ from the terms and
conditions of the proposed no-action letter, including those discussed above.

                                        35
<PAGE>

                            SELECTED FINANCIAL DATA

     The following table sets forth our selected financial data derived from our
audited combined financial statements as of and for the fiscal years ended June
30, 1999, 2000 and 2001, our unaudited combined balance sheet as of December 31,
2001, and our unaudited combined income statements before partner distributions
and benefits for the six months ended December 31, 2000, and 2001. The selected
financial data should be read in conjunction with our unaudited pro forma
combined financial statements and notes to these statements, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our combined financial statements and notes to these statements.

     Our business will be comprised of the management consulting and technology
services businesses to be transferred to us prior to the closing of this
offering by some of the firms in the PricewaterhouseCoopers network of firms or
by the partners or shareholders of some of these firms as part of our
separation. Our combined financial statements and notes to these statements,
however, contain historical financial results and assets and liabilities for
management consulting and technology services businesses of firms in the
PricewaterhouseCoopers network that are not being transferred to us as part of
our separation. Accordingly, the historical financial information set forth
below includes the financial results and assets and liabilities of businesses
that we will not own after our separation, which financial results and assets
and liabilities are not material to us. Please see "Arrangements with the
PricewaterhouseCoopers Network of Firms" for a description of our separation and
our unaudited pro forma combined financial statements and notes to these
statements for a pro forma presentation of the financial results of our
business, which excludes the financial results and assets and liabilities of
management consulting and technology services businesses that we will not own
after our separation.

     The historical financial results and assets and liabilities of the
businesses being transferred to us as part of our separation contained in our
combined financial statements do not reflect what our financial results and
assets and liabilities in the future as a separate public company will be or
what our financial results and assets and liabilities would have been had we
been a separate public company with these businesses during the periods
presented for various reasons. For example, compensation for our partners was
not reflected in our combined income statements before partner distributions and
benefits as an expense. Please see our unaudited pro forma combined financial
statements and notes to these statements, "Management's Discussions and Analysis
of Financial Condition and Results of Operations" and our combined financial
statements and notes to these statements for a more detailed discussion of these
reasons.

     We have not provided selected financial data for any period preceding the
formation of the PricewaterhouseCoopers network of firms. As further described
in the notes to our combined financial statements, the PricewaterhouseCoopers
network of firms was formed on July 1, 1998, through the combination of the
Coopers & Lybrand and Price Waterhouse global networks. Prior to July 1, 1998,
these global networks were independent of each other, had operational and
management structures that were not similar, did not have economic arrangements
between them that are comparable to the arrangement established within the
PricewaterhouseCoopers network and were not under common management.
Accordingly, we believe that there is no accounting basis for combining the
individual firms that comprised these networks in order to provide information
prior to the combination. Each of the separate firms comprising these networks
generally had differing reporting year ends, maintained its own books and
records and had differing accounting policies and methodologies. Consequently,
comparable financial information for each of the firms within these networks
cannot be reliably produced without unreasonable effort or expense, and even if
such information could be produced, we believe it would not provide meaningful
information because the information would need to be presented on a
disaggregated basis for many of the individual firms.

                                        36
<PAGE>

<Table>
<Caption>
                                                                             SIX MONTHS ENDED
                                        FISCAL YEAR ENDED JUNE 30,             DECEMBER 31,
                                   ------------------------------------   -----------------------
                                      1999         2000         2001         2000       2001(2)
                                   ----------   ----------   ----------   ----------   ----------
                                                           (IN THOUSANDS)
<S>                                <C>          <C>          <C>          <C>          <C>
INCOME STATEMENT DATA:
Revenues.........................  $6,230,609   $7,130,959   $7,481,003   $3,674,597   $3,420,333
Cost of services(1)..............   2,964,870    3,501,153    3,825,639    1,927,120    1,749,786
Reimbursables and subcontractor
  costs..........................   1,212,798    1,341,290    1,516,429      742,901      745,307
                                   ----------   ----------   ----------   ----------   ----------
     Total cost of services(1)...   4,177,668    4,842,443    5,342,068    2,670,021    2,495,093
Selling, general and
  administrative expenses(1).....   1,408,261    1,595,085    1,586,126      797,910      669,213
Goodwill amortization............      46,946       54,911       57,007       28,355       28,678
                                   ----------   ----------   ----------   ----------   ----------
     Operating income(1).........     597,734      638,520      495,802      178,311      227,349
Interest income..................       2,816        1,918        2,553        1,277        1,277
Interest expense.................     (34,816)     (47,918)     (58,553)     (31,277)     (19,629)
Other income (expense)...........          --       11,619      (15,618)       1,438          (29)
                                   ----------   ----------   ----------   ----------   ----------
Income before partner
  distributions and benefits.....  $  565,734   $  604,139   $  424,184   $  149,749   $  208,968
                                   ==========   ==========   ==========   ==========   ==========
</Table>

<Table>
<Caption>
                                                       AS OF JUNE 30,                 AS OF
                                            ------------------------------------   DECEMBER 31,
                                               1999         2000         2001          2001
                                            ----------   ----------   ----------   ------------
                                                              (IN THOUSANDS)
<S>                                         <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................  $   39,336   $   74,352   $  110,204    $  144,552
Working capital...........................     430,969      418,527      315,217       200,525
Goodwill, net.............................     191,506      214,584      151,063       131,600
Total assets..............................   1,870,368    2,199,024    1,988,499     1,825,892
Amounts due to the PwC Network............     888,879    1,085,443    1,019,051     1,013,410
Long-term liabilities.....................     174,672      219,357      165,709       129,970
PwC Network investment....................     568,644      567,218      503,034       394,882
</Table>

---------------

(1) Excludes payments for partner distributions and benefits.

(2) As of July 1, 2001, new arrangements were established for sharing cost
    between the various lines of business in the PricewaterhouseCoopers network
    of firms. See Note 4 to our unaudited financial statements for the period
    ended December 31, 2001.

                                        37
<PAGE>

               UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     The unaudited pro forma combined financial statements reported below should
be read in conjunction with our "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our combined financial
statements and the notes to these statements. The following unaudited pro forma
combined balance sheet as of December 31, 2001, and unaudited pro forma combined
income statements for the six months ended December 31, 2001, and for the fiscal
year ended June 30, 2001, have been derived from our unaudited and audited
combined financial statements. The unaudited pro forma combined financial
statements are illustrative only and do not purport to represent what our
financial position and our results of operations actually would have been had
our separation and related transactions described below occurred on the dates
indicated or what our future performance as a separate public company will be.

     The unaudited pro forma combined income statements were prepared as if our
separation and the related transactions described below, including this
offering, had occurred as of July 1, 2000. The unaudited pro forma combined
balance sheet was prepared as if our separation and the related transactions had
occurred as of December 31, 2001. The unaudited pro forma combined financial
statements give pro forma effect to a number of factors, including the
following:

      --   our separation and the related transactions described under
           "Arrangements with the PricewaterhouseCoopers Network of Firms,"

      --   the retention by the PricewaterhouseCoopers network of firms of debt
           included in "Amounts due to the PwC Network" in the combined
           financial statements,

      --   compensation and benefits under our new compensation structure that
           we would have paid to partners had we been a corporation in the
           historical periods,

      --   provision for corporate income taxes,

      --   the exclusion of the financial results and assets and liabilities of
           the management consulting and technology services businesses of
           PricewaterhouseCoopers firms that are not being transferred to us as
           part of our separation, which are not material to us, and

      --   this offering.

     The pro forma adjustments are based upon available information and
assumptions that we believe are reasonable. Please see the notes to our
unaudited pro forma combined financial statements for a more detailed discussion
of the adjustments described above and how they are presented in our unaudited
pro forma combined financial statements.

     Our unaudited pro forma combined income statements do not give effect to
one-time events directly attributable to our transition to a corporate structure
and related transactions because of their nonrecurring nature. These one-time
events include the following costs that are expected to be incurred in the
latter part of fiscal year 2002 and fiscal year 2003:

      --   costs of approximately $10 million associated with our transition to
           a corporate structure, primarily consisting of indirect taxes, such
           as capital and stamp duty, imposed on the transfer of assets,

      --   compensation costs to be incurred immediately following the closing
           of this offering of approximately $115 million resulting from the
           grant of fully vested restricted share units representing
           Class A common shares to our partners in connection with this
           offering,

      --   recognition of income tax assets, net, of approximately $62 million
           and

      --   marketing expenses of approximately $110 million to change our name
           and build a new brand identity.

     In addition, our unaudited pro forma combined financial statements do not
give effect to other separation transaction costs, such as creating separate
systems and processes.

                                        38
<PAGE>

                                  PwCC LIMITED
                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET

<Table>
<Caption>
                                                                    AS OF DECEMBER 31, 2001
                               --------------------------------------------------------------------------------------------------
                                                PRO FORMA             PRO FORMA
                                              ADJUSTMENTS--         ADJUSTMENTS--
                                                 EXCLUDED          TRANSITION TO A                  ADJUSTMENTS FOR    PRO FORMA
                               HISTORICAL     OPERATIONS(A)      CORPORATE STRUCTURE   PRO FORMA     THIS OFFERING    AS ADJUSTED
                               ----------   ------------------   -------------------   ----------   ---------------   -----------
                                                                         (IN THOUSANDS)
<S>                            <C>          <C>                  <C>                   <C>          <C>               <C>
ASSETS
Current assets
 Cash and cash equivalents...  $  144,552       $ (17,407)            $      --        $  127,145      $        (r)
                                                                                                                       $
                                                                                                                (o)
                                                                                                                (p)
                                                                                                                (q)
 Short-term investments......      13,119              --                    --            13,119
 Accounts receivable.........   1,079,584         (45,746)                   --         1,033,838
 Unbilled receivables........     127,060          (8,148)                   --           118,912
 Amounts due from the PwC
   Network...................      15,579            (740)               (1,070)(g)            --
                                                                        (13,769)(h)
 Prepaid and other current
   assets....................     121,671         (16,861)               13,769(h)        118,579
 Deferred tax assets.........          --              --                62,962(f)         91,713
                                                                         28,751(j)             --
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
   Total current assets......   1,501,565         (88,902)               90,643         1,503,306
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
 Investments.................       5,178              --                    --             5,178
 Property and equipment,
   net.......................     147,431         (37,822)                   --           109,609
 Goodwill, net...............     131,600          (2,685)                   --           128,915               (p)
 Other non-current assets....      40,118          (6,185)                   --            33,933               (q)
 Deferred tax assets.........          --              --                15,710(f)         27,947               (f)
                                                                         12,237(c)             --
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
   Total non-current
     assets..................     324,327         (46,692)               27,947           305,582
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total assets..........  $1,825,892       $(135,594)            $ 118,590        $1,808,888      $
                                                                                                                       $
                               ==========       =========             =========        ==========      =========
                                                                                                                       =========
LIABILITIES AND PWC NETWORK
 INVESTMENT AND SHAREHOLDERS'
 EQUITY
Current liabilities
 Accounts payable and accrued
   liabilities...............  $  140,200       $ (24,814)            $  10,000(i)     $  208,386      $
                                                                                                                       $
                                                                         66,000(k)
                                                                         17,000(f)             --
 Accrued payroll and related
   benefits..................     109,060          (6,330)               71,878(j)        174,608
 Short-term bank
   borrowings................      32,576         (18,015)                   --            14,561
 Current portion of long-term
   debt......................       5,794            (800)                   --             4,994
 Amounts due to the PwC
   Network...................   1,013,410         (45,278)             (408,547)(g)       559,585
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total current
         liabilities.........   1,301,040         (95,237)             (243,669)          962,134
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
Long-term liabilities
 Long-term debt..............      41,789         (13,803)                   --            27,986
 Other long-term
   liabilities...............      88,181            (367)                   --            87,814
 Retirement benefits.........          --              --                30,592(c)         30,592
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total long-term
         liabilities.........     129,970         (14,170)               30,592           146,392
Minority interest............          --              --                    --                --               (n)
PwC Network investment.......     394,882         (26,187)              407,477(g)             --
                                                                         (4,636)(m)
                                                                       (771,536)(l)
Shareholders' equity
 Preferred shares(u)
 Series A junior preferred
   shares(v).................                                                                                   (r)
 Class A common shares(w)....                                                                                   (r)
 Class X common shares(x)....                                                                                   (r)
                                                                                                                (r)
 Restricted share units
   (related to Class A common
   shares)(y)................                                                                                   (s)
 Additional paid-in
   capital...................                                           (30,592)(c)       669,066               (r)
                                                                        (71,878)(j)                             (o)
                                                                        771,536(l)                              (f)
                                                                                                                (s)
 Retained earnings...........                                            61,672(f)         26,660
                                                                        (10,000)(i)
                                                                         12,237(c)
                                                                         28,751(j)
                                                                        (66,000)(k)
 Accumulated other
   comprehensive income......                                             4,636(m)          4,636
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total shareholders'
         equity..............          --              --               700,362           700,362
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total liabilities and
         shareholders'
         equity..............  $1,825,892       $(135,594)            $ 118,590        $1,808,888      $
                                                                                                                       $
                               ==========       =========             =========        ==========      =========
                                                                                                                       =========
</Table>

   The accompanying notes are an integral part of these financial statements.
                                        39
<PAGE>

                                  PwCC LIMITED
                 UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

<Table>
<Caption>
                                                                 FISCAL YEAR ENDED JUNE 30, 2001
                                    -----------------------------------------------------------------------------------------
                                                                   PRO FORMA
                                                                 ADJUSTMENTS--
                                                   PRO FORMA      TRANSITION                      ADJUSTMENTS
                                                 ADJUSTMENTS--       TO A                             FOR
                                                   EXCLUDED        CORPORATE                         THIS          PRO FORMA
                                    HISTORICAL   OPERATIONS(A)     STRUCTURE       PRO FORMA       OFFERING       AS ADJUSTED
                                    ----------   -------------   -------------     ----------     -----------     -----------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                 <C>          <C>             <C>               <C>            <C>             <C>
Revenues..........................  $7,481,003     $(383,183)      $      --       $7,097,820      $              $
Cost of services..................   3,825,639      (332,692)        438,438(b)     3,964,695
                                                                      31,934(c)
                                                                       1,376(d)
Reimbursables and subcontractor
  costs...........................   1,516,429       (18,199)                       1,498,230
                                    ----------     ---------       ---------       ----------      ---------      ----------
  Total cost of services..........   5,342,068      (350,891)        471,748        5,462,925
Selling, general and
  administrative expenses.........   1,586,126       (90,383)         77,371(b)     1,494,200
                                                                       5,635(c)
                                                                     (56,549)(d)
                                                                     (28,000)(e)
Goodwill amortization.............      57,007        (4,277)                          52,730
                                    ----------     ---------       ---------       ----------      ---------      ----------
Operating income..................     495,802        62,368        (470,205)          87,965
Interest income...................       2,553          (191)                           2,362
Interest expense..................     (58,553)        3,096          39,764(g)       (15,693)
Other income (expense)............     (15,618)           --                          (15,618)
                                    ----------     ---------       ---------       ----------      ---------      ----------
Income before income taxes........     424,184        65,273        (430,441)          59,016
Provision for income taxes........          --            --          74,731(e)        74,731
                                    ----------     ---------       ---------       ----------      ---------      ----------
Income before minority interest...     424,184        65,273        (505,172)         (15,715)
Minority interest.................          --            --              --               --               (n)
                                    ----------     ---------       ---------       ----------      ---------      ----------
Income before partner
  distributions and benefits......  $  424,184
                                    ==========
Net income (loss).................                 $  65,273       $(505,172)      $  (15,715)     $              $
                                                   =========       =========       ==========      =========      ==========
Earnings per share:
  basic...........................                                                                                          (t)
                                                                                                                  ==========
  diluted.........................                                                                                          (t)
                                                                                                                  ==========
Weighted average number of shares:
  basic...........................                                                                                          (t)
                                                                                                                  ==========
  diluted.........................                                                                                          (t)
                                                                                                                  ==========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                        40
<PAGE>

                                  PwCC LIMITED
                 UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

<Table>
<Caption>
                                                                 SIX MONTHS ENDED DECEMBER 31, 2001
                                   ----------------------------------------------------------------------------------------------
                                                  PRO FORMA           PRO FORMA
                                                ADJUSTMENTS--       ADJUSTMENTS--
                                                   EXCLUDED        TRANSITION TO A                  ADJUSTMENTS FOR    PRO FORMA
                                   HISTORICAL   OPERATIONS(A)    CORPORATE STRUCTURE   PRO FORMA     THIS OFFERING    AS ADJUSTED
                                   ----------   --------------   -------------------   ----------   ---------------   -----------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                <C>          <C>              <C>                   <C>          <C>               <C>
Revenues.........................  $3,420,333     $(150,626)          $      --        $3,269,707      $              $
Cost of services.................   1,749,786      (136,707)            216,634(b)      1,842,681
                                                                         16,628(c)
                                                                         (3,660)(d)
Reimbursables and subcontractor
  costs..........................     745,307        (1,630)                 --           743,677
                                   ----------     ---------           ---------        ----------      ---------      ----------
  Total cost of services.........   2,495,093      (138,337)            229,602         2,586,358
Selling, general and
  administrative expenses........     669,213       (33,732)             38,230(b)        652,885
                                                                          2,934(c)
                                                                         (9,760)(d)
                                                                        (14,000)(e)
Goodwill amortization............      28,678        (1,608)                 --            27,070
                                   ----------     ---------           ---------        ----------      ---------      ----------
Operating income.................     227,349        23,051            (247,006)            3,394
Interest income..................       1,277           (96)                 --             1,181
Interest expense.................     (19,629)          980              13,330(g)         (5,319)
Other income (expense)...........         (29)           --                  --               (29)
                                   ----------     ---------           ---------        ----------      ---------      ----------
Income before income taxes.......     208,968        23,935            (233,676)             (773)
Provision for income taxes.......                        --              21,480(e)         21,480
                                   ----------     ---------           ---------        ----------      ---------      ----------
Income before minority
  interest.......................     208,968        23,935            (255,156)          (22,253)
Minority interest................          --            --                  --                --               (n)
                                   ----------     ---------           ---------        ----------      ---------      ----------
Income before partner
  distributions and benefits.....  $  208,968
                                   ==========
Net income (loss)................                 $  23,935           $(255,156)       $  (22,253)     $              $
                                                  =========           =========        ==========      =========      ==========
Earnings per share:
  basic..........................                                                                                               (t)
                                                                                                                      ==========
  diluted........................                                                                                               (t)
                                                                                                                      ==========
Weighted average number of
  shares:
  basic..........................                                                                                               (t)
                                                                                                                      ==========
  diluted........................                                                                                               (t)
                                                                                                                      ==========
</Table>

   The accompanying notes are an integral part of these financial statements.

                                        41
<PAGE>

          NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

                                  (UNAUDITED)
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

     We currently have no material assets other than Class I and Class II common
shares in our subsidiary, PwC Consulting SCA. As the sole general partner of PwC
Consulting SCA and as a result of our majority voting and economic interest in
PwC Consulting SCA, we will control PwC Consulting SCA's management and
operations and, accordingly, will consolidate PwC Consulting SCA's results in
our financial statements. Our transition to a corporate structure will be
accounted for on a carryover basis.

(a)  Reflects adjustments necessary to remove the historical results of
     operations and assets and liabilities of the business process outsourcing
     operations and the management consulting and technology services businesses
     of firms in the PricewaterhouseCoopers network that are not being
     transferred to us as part of our separation.

(b)  Reflects adjustments for compensation and benefit costs totaling $254,864
     and $515,809 for the six months ended December 31, 2001, and for the fiscal
     year ended June 30, 2001, respectively, that we would have paid to our
     partners under our new compensation structure had we been a corporation
     during the historical periods. Benefit costs are medical, dental and
     payroll taxes, all of which are based on estimated costs that would have
     been incurred had these benefits been in place during the historical
     periods. As we have operated in historical periods as a series of separate
     partnerships and corporations, compensation for our partners was not
     reflected in our combined income statements before partner distributions
     and benefits as an expense. As a result, our compensation and benefits
     expense has not reflected most payments for services rendered by partners.
     Following the closing of this offering, we will include payments for
     services rendered by our partners in compensation and benefits expense. The
     new compensation structure to be adopted by us upon completion of this
     offering is comprised of both cash and equity components and a benefits
     program to be adopted as of the closing of this offering. The cash
     component will consist of a fixed element and a variable cash incentive
     element. The fixed and variable elements of the cash component and the
     benefits have been reflected in these adjustments. Compensation does not
     include the fair value of fully vested restricted share units representing
     Class A common shares to be granted at the time of this offering to all of
     our partners because of their nonrecurring nature.

     Compensation and benefit costs of partners have been allocated 85% to cost
     of services and 15% to selling, general and administrative expense for the
     six months ended December 31, 2001 and for the fiscal year ended June 30,
     2001, based upon the estimated number of partners involved in each
     activity.

(c)  Reflects an adjustment for pension expense totalling $19,562 and $37,569
     for the six months ended December 31, 2001, and for the fiscal year ended
     June 30, 2001, respectively, under our partner pension plans that will go
     into effect following the closing of this offering. We would have incurred
     this expense with respect to our partners had we been a separate public
     company during the historical periods. Since we have operated in historical
     periods as a series of separate partnerships and corporations, pension
     payments to our partners was not reflected in our combined income
     statements before partner distributions and benefits as an expense. As a
     result, our compensation and benefits expense has not reflected most
     payments for pension benefits paid to our partners. Following the closing
     of this offering, we will include pension costs for our partners in
     compensation and benefits expense. An adjustment was made to recognize a
     pension liability for certain of our partners of $30,592 upon our
     separation. A deferred income tax asset of $12,237 has been recorded
     related to these accrued benefits.

     Compensation and benefit costs of partners have been allocated 85% to cost
     of services and 15% to selling, general and administrative expense for the
     six months ended December 31, 2001 and for the fiscal year ended June 30,
     2001, based upon the estimated number of partners involved in each
     activity.

(d)  We currently receive services from various firms in the
     PricewaterhouseCoopers network for which costs are incurred and accumulated
     and charged to us and the other businesses conducted by the
     PricewaterhouseCoopers firms using an allocation methodology. These
     services include infrastructure and support services such as occupancy,
     technology services, knowledge management, human resources,

                                        42
<PAGE>
    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--(CONTINUED)

     training, finance and accounting information services, marketing and
     business development, risk management and practice protection and firm-wide
     management. Most of these costs are included within our selling, general
     and administrative expenses. Prior to July 1, 2001, our share of these
     costs was allocated to us using various bases including relative revenues,
     headcount, square footage and other measures. Beginning July 1, 2001, we
     entered into arrangements with the PricewaterhouseCoopers firms to allocate
     these costs differently. Under these arrangements, the
     PricewaterhouseCoopers network allocates costs to us on the basis of actual
     costs, when available, or a reasonable substitute, such as relative
     revenues, headcount, square footage or other bases.

     Prior to our separation from the PricewaterhouseCoopers network of firms,
     we or our subsidiaries will enter into a number of agreements relating to
     some of our basic processing and infrastructure services that the
     PricewaterhouseCoopers firms will provide to us. These agreements will take
     effect following our separation for periods of up to three years. In
     general, we will be provided these services at the cost incurred by the
     various PricewaterhouseCoopers firms in providing these services, which we
     believe is consistent with the bases upon which costs have been allocated
     to us since July 1, 2001.

     The types of services we will continue to receive include infrastructure,
     technology solutions, knowledge management, human resources, training,
     finance and accounting information services and other services. In general,
     we will be able to terminate our agreements with the PricewaterhouseCoopers
     firms on relatively short notice, but we may face termination costs in some
     circumstances. Please see "Arrangements with the PricewaterhouseCoopers
     Network of Firms -- Transition Services Agreements" for a description of
     the terms and conditions of these agreements.

     The cost of services to be incurred after our separation are expected to
     approximate the cost of services charged under the arrangements in effect
     from July 1, 2001, to the completion of this offering and be less than the
     service costs incurred under the arrangements prior to July 1, 2001. The
     total decrease in costs is $35,563, ($4,556) of which reflects an increase
     in cost of services and $40,119 of which reflects a decrease in selling,
     general and administrative costs for the year ended June 30, 2001.

     Our business process management services business has historically operated
     on a stand-alone basis. We have been charged for firm-wide management,
     technology services, human resources, finance and accounting, marketing and
     business development, risk management and practice protection services by
     the PricewaterhouseCoopers network of firms based on an allocation
     methodology. Because our business process management services business will
     no longer be charged for these costs under the transition services
     agreements upon our separation from the PricewaterhouseCoopers network of
     firms, we have made a pro forma adjustment to eliminate such costs
     amounting to $13,420 ($3,660 related to cost of services, $9,760 related to
     selling, general and administrative costs) and $19,610 ($3,180 related to
     cost of services, $16,430 related to selling, general and administrative
     costs) for the six months ended December 31, 2001, and for the fiscal year
     ended June 30, 2001, respectively.

(e)  Reflects an adjustment for an estimated income tax provision as if we had
     operated in a corporate structure. Pro forma income tax totals $21,480 and
     $74,731 for the six months ended December 31, 2001, and for the fiscal year
     ended June 30, 2001, respectively, after pro forma adjustments to eliminate
     actual entity-level taxes incurred prior to our separation for the six
     months ended December 31, 2001, and the fiscal year ended June 30, 2001, of
     $14,000 and $28,000, respectively. The pro forma effective income tax rate
     reflects a number of non-deductible items, including goodwill amortization
     expense, the non-deductible portion of meals and entertainment expense and
     non-deductible operating losses. As a series of separate partnerships and
     corporations, we generally were not subject to income taxes. However, some
     countries were subject to income taxes in their local jurisdictions, which
     historically have been reflected in selling, general and administrative
     costs. The effective tax rate in the periods presented would not be
     materially affected if we were organized in the United States instead of
     Bermuda.

(f)  Reflects an adjustment to establish deferred income tax assets and
     liabilities and current income taxes payable in connection with the
     transition to a corporate structure. Adjustment of $61,672 includes

                                        43
<PAGE>
    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--(CONTINUED)

     $78,672 related to future income tax benefits ($62,962 in deferred income
     tax assets -- current, $15,710 in deferred income tax
     assets -- non-current) and $17,000 of current income taxes payable that
     resulted from our transition to a corporate structure and $       related
     to future income tax benefits arising from our separation from the
     PricewaterhouseCoopers network of firms.

(g)  Reflects an adjustment of $408,547 for the retention by the
     PricewaterhouseCoopers network of firms of debt included in amounts due to
     the PwC Network. In addition, an adjustment to eliminate $13,330 and
     $39,764 for the six months ended December 31, 2001, and for the fiscal year
     ended June 30, 2001, respectively, of related interest expense. We expect
     to enter into new credit facilities, however, following this offering.
     Amounts will remain due to the PricewaterhouseCoopers firms related to
     accounts payable, accrued payroll and other accrued liabilities after our
     separation.

(h)  Reflects an adjustment of $13,769 to reclassify PwCC partner loans included
     in amounts due from the PwC Network.

(i)  Reflects an adjustment for estimated transaction costs totaling $10,000
     consisting primarily of indirect taxes such as capital and stamp duty
     imposed on the transfer of assets in connection with our transition to a
     corporate structure.

(j)  Reflects an adjustment to recognize accrued benefits for our partners
     consisting of accrued vacation of $53,000 and accrued severance of $18,878
     upon our separation. A deferred income tax asset of $28,751 has been
     recorded related to these accrued benefits.

(k)  Reflects a net adjustment of $66,000 for the estimated costs totaling
     $110,000 to be incurred in fiscal years 2002 and 2003 to change our name
     and build a new brand identity net of a reduction of current taxes payable
     of $44,000.

(l)  Reflects the transfer of $771,536 from PwC Network investment to additional
     paid-in capital.

(m)  Reflects adjustment of $4,636 to transfer accumulated other comprehensive
     income, which principally is comprised of foreign currency translation
     adjustments and unrealized gains and losses on available for sale
     securities, from PwC Network investment to shareholders' equity.

(n)  Reflects an initial assumed      % minority interest ownership for Class I
     common shares in PwC Consulting SCA held by our partners, firms in the
     PricewaterhouseCoopers network and partners and shareholders of some other
     firms in the network, if applicable, and for exchangeable shares issued by
     subsidiaries of PwC Consulting SCA held by our partners and the
     PricewaterhouseCoopers network of firms located in Canada, and, possibly,
     other countries immediately prior to the consummation of this offering. The
     minority interest percentage will be reduced to      % because PwC
     Consulting SCA will issue an equivalent number of shares to us when we
     issue our Class A common shares in connection with this offering.

(o)  Adjustment to record an estimated cash payment of        to partners of the
     PricewaterhouseCoopers firm in some countries to redeem        shares of
     PwC Consulting SCA held by the partners.

(p)  Adjustment to record cash acquisitions of PricewaterhouseCoopers management
     consulting and technology services businesses that are not included, as of
     May 1, 2002, in the separation transition.

(q)  Adjustment to record loans to partners to pay personal income tax
     liabilities arising from the transition to a corporate structure and this
     offering. These loans are repayable within      years of the closing of
     this offering and bear interest at a rate of      %.

(r)  Adjustment to record issuance of      million Class A common shares and
          million Class X common shares to the public, our partners, firms in
     the PricewaterhouseCoopers network and partners and shareholders of some
     other firms in the network, resulting in net proceeds of $          .

(s)  Adjustment reflects the grant of restricted share units to our partners. We
     recognize compensation expense for share-based compensation awards in
     accordance with Accounting Principles Board Opinion

                                        44
<PAGE>
    NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--(CONTINUED)

     No. 25, "Accounting for Stock Issued to Employees." Under the measurement
     principles of APB No. 25 and Financial Interpretation Number 44,
     "Accounting for Certain Transactions Involving Stock Compensation--an
     Interpretation of APB 25," we will recognize compensation expense of
     $       (       restricted share units that vest upon grant at the assumed
     initial offering price of $       per share plus $       in payroll taxes)
     in respect of the portion of restricted share units that are fully vested
     on the date of the grant and a deferred income tax benefit of $       . See
     "Management--Partner Compensation" for a more detailed description of our
     partner compensation.

 (t) For the purposes of the pro forma earnings per share calculation, the
     weighted average shares outstanding, basic and diluted, were calculated as
     set forth below:

<Table>
<Caption>
                                             PRO FORMA AS ADJUSTED
                                  --------------------------------------------
                                   FISCAL YEAR ENDED        SIX MONTHS ENDED
                                     JUNE 30, 2001         DECEMBER 31, 2001
                                  --------------------    --------------------
     COMMON SHARE ISSUANCES        BASIC      DILUTED      BASIC      DILUTED
--------------------------------  --------    --------    --------    --------
<S>                               <C>         <C>         <C>         <C>
Class A common shares...........
Restricted share units..........
New shares from this offering...
</Table>

     Basic and diluted earnings per share are calculated as set forth below:

<Table>
<Caption>
                                                      PRO FORMA AS ADJUSTED
                                              --------------------------------------
                                              FISCAL YEAR ENDED    SIX MONTHS ENDED
          BASIC EARNINGS PER SHARE              JUNE 30, 2001      DECEMBER 31, 2001
--------------------------------------------  -----------------    -----------------
<S>                                           <C>                  <C>
Net income..................................
Weighted average shares outstanding.........
Basic earnings per share....................
</Table>

<Table>
<Caption>
                                                      PRO FORMA AS ADJUSTED
                                              --------------------------------------
                                              FISCAL YEAR ENDED    SIX MONTHS ENDED
         DILUTED EARNINGS PER SHARE             JUNE 30, 2001      DECEMBER 31, 2001
--------------------------------------------  -----------------    -----------------
<S>                                           <C>                  <C>
Net income..................................
Adjustments:
  Minority interest.........................
Income before minority interest.............
Weighted average shares outstanding.........
Diluted earnings per share..................
</Table>

------------

 (u) Reflects        shares authorized, zero shares issued and outstanding and
     zero shares issued and outstanding pro forma and outstanding pro forma as
     adjusted.

 (v) Reflects par value of $0.0001 per share,        shares authorized,
     shares issued and outstanding pro forma and        shares issued and
     outstanding pro forma as adjusted.

 (w) Reflects par value of $0.0001 per share,        shares authorized,
     shares issued and outstanding pro forma and        shares issued and
     outstanding pro forma as adjusted,

 (x) Reflects par value of        per share,        shares authorized,
     shares issued and outstanding pro forma and        shares issued and
     outstanding pro forma as adjusted,

 (y) Reflects        restricted share units issued and outstanding pro forma and
            restricted share units issued and outstanding pro forma as adjusted.

                                        45
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     You should read the following discussion in conjunction with our unaudited
pro forma combined financial statements and related notes and our combined
financial statements and related notes. Our fiscal year ends on June 30. This
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements. Please see "Disclosure Regarding
Forward-Looking Statements" for a discussion of the uncertainties, risks and
assumptions associated with these statements.

OVERVIEW

     We are one of the world's leading providers of management consulting and
technology services. We operate globally with a consistent approach to serving
our clients, which allows us to execute complex engagements on a global,
regional and local basis. We principally track and manage our business according
to the following four geographic units, which we refer to as theatres: the
Americas, EMEA, Asia Pacific and SOACAT. The countries that comprise these
theatres are listed under "Business -- Overview." We achieve our consistent
approach through the application of our common methodologies, training programs
and our operating model. Our client service staff in each theatre specialize in
one of five industry groups and one of seven service areas, which we refer to as
our solution areas.

     SEPARATION FROM THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS

     We were incorporated on March 27, 2002, and currently have no material
activities, assets or liabilities. Until our separation from the
PricewaterhouseCoopers network, which will occur immediately prior to the
closing of this offering, our business will continue to be part of the
management consulting and technology services businesses of firms in the
PricewaterhouseCoopers network. The PricewaterhouseCoopers network of firms is a
group of separate firms that provide various services, including accounting,
auditing and tax services as well as management consulting and technology
services, to businesses and other organizations. Although these firms share a
name, a common management oversight team and common strategies and operational
standards, most of the firms in the PricewaterhouseCoopers network are owned by
their local partners or shareholders. As part of our separation, management
consulting and technology services businesses representing approximately 95% of
our revenues for fiscal year 2001 will be transferred to us.

     The management consulting and technology services businesses being
transferred to us are a result of a combination on July 1, 1998, of the Coopers
& Lybrand and Price Waterhouse global accounting, tax and consulting networks.
As part of this combination, substantially all of the individual Coopers &
Lybrand and Price Waterhouse firms merged. The transactions did not result in a
legal combination of the separate individual firms of Coopers & Lybrand and
Price Waterhouse into one legal firm on a global basis with separate subsidiary
partnerships, but rather resulted in the combination of the various partnerships
on a country-by-country or region-by-region basis and the establishment of a
network of combined firms which sought to coordinate strategy, branding and
standards of operation on a global basis under a common management oversight
team. The various firms that make up the PricewaterhouseCoopers network
generally hold their respective management consulting and technology services
businesses as unincorporated business units within the respective firms or, in
some cases, as subsidiary entities of the respective firms.

     Because of our transition to a corporate structure and for the reasons
described in this section, the historical financial results and assets and
liabilities of the businesses being transferred to us as part of our separation
contained in our combined financial statements do not reflect what our financial
results and assets and liabilities in the future as a separate public company
will be or what our financial results and assets and liabilities would have been
had we been a separate public company with these businesses during the periods
presented. In addition, our combined financial statements reflect the historical
financial position, results of operations and cash flows of all the management
consulting and technology services businesses of the

                                        46
<PAGE>

PricewaterhouseCoopers network of firms, including the businesses which will not
be owned by us. Furthermore, upon our separation, we will operate as a public
company in an environment that is different from the environment that we have
operated in during the periods presented in our combined financial statements,
particularly with respect to the independence-related issues described below.

     We have discussed below some items, transactions or situations that will
affect our financial statements when we operate as a public company and are not
reflected in our combined financial statements. In particular, in connection
with our separation and transition to a corporate structure, we will incur
charges relating to a number of nonrecurring items during fiscal years 2002 and
2003. As a result, we expect these items to substantially reduce our net income
for fiscal years 2002 and 2003 and that this effect will be particularly
significant in the fiscal quarter ending September 30, 2002. Please refer to our
unaudited pro forma combined financial statements and notes to these statements
for a pro forma presentation of the financial results and assets and liabilities
of our business which gives pro forma effect to, among other things, some
aspects of our transition to a corporate structure such as reflecting
compensation and benefits to our partners, and the exclusion of management
consulting and technology services businesses that are not being transferred to
us.

     RECENT TRENDS IN OUR BUSINESS

     The level of economic activity in the geographic theatres, countries and
regions we serve is the primary factor affecting our revenues. In addition,
changes in the industry and business environment and practices of our clients
drive the demand for the management consulting and technology services we
provide. The worldwide economic downturn which began in fiscal year 2001 has
affected the operations of many of our clients leading them to reduce their
spending on management consulting and technology services projects. In addition,
since late 2000 we have faced increasing difficulty in winning new engagements
from clients that are audited by PricewaterhouseCoopers firms due to rules and
regulations regarding the independence of accountants from audit clients and the
additional attention being paid to auditor independence as a result of the Enron
situation. These factors have negatively impacted our results of operations for
fiscal year 2001 and the first half of fiscal year 2002.

     In the second half of fiscal year 2002, we are experiencing a substantial
decline in the level of our new business activity for both audit clients of
PricewaterhouseCoopers firms and non-audit clients, as measured by bookings.
Bookings is the amount we expect to realize in net revenues over the life of an
engagement for which we have entered into a contract with our client. We believe
that this decline is primarily due to the following factors:

     - the impact of the Enron situation and the new auditor independence rules,
       as discussed below,

     - reduced demand generally for management consulting and technology
       services and

     - increased competition for new engagements.

     Although new bookings are indicative of future net revenues expected to be
derived from our new engagements, changes in the level of our net revenues lag
changes in the level of our new bookings. The period in which we will recognize
net revenues from a new engagement varies depending on the type and duration of
each engagement. We estimate that our net revenues in any fiscal year,
historically, have been comprised primarily of bookings in the current fiscal
year, the prior fiscal year and, to a much lesser extent, the fiscal year
preceding the prior fiscal year. As a result, we expect the current decline in
our new bookings will cause our net revenues to decline in the second half of
fiscal year 2002 and at least the first six months of fiscal year 2003 as
compared to the applicable prior fiscal periods.

                                        47
<PAGE>

     AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION AND THE IMPACT ON OUR
     BUSINESS

     We believe we are experiencing the adverse effects of the
independence-related issues and the Enron situation worldwide. We have described
the auditor independence rules, the Enron situation and more details of the
impact on our business under "Auditor Independence Rules, the Enron Situation
and the Proposed SEC No-Action Letter" and "Business -- Auditor Independence
Rules, the Enron Situation and the Impact on Our Business." We believe the
impact on our business from independence-related issues and the Enron situation
is illustrated by the difficulty we are having obtaining new engagements in the
United States, where we have been most significantly affected to date, from
audit clients of PricewaterhouseCoopers firms, as evidenced by a recent trend in
our new bookings to these clients in our Americas theatre. Historically, we have
not identified within our bookings system, as described below, whether a client
also is an audit client of a PricewaterhouseCoopers firm. However, in order to
better measure the effect of the auditor independence rules and the Enron
situation in the Americas theatre, we have identified the audit or non-audit
status for clients generating approximately 90% of the new bookings in the
Americas theatre that have been entered into our bookings system since July 1,
2001. We estimate that average monthly new bookings to clients in the Americas
theatre that we have identified as audit clients of PricewaterhouseCoopers firms
were approximately 57% lower in the fiscal quarter ended March 31, 2002, as
compared to the six months ended December 31, 2001. We expect the level of new
business we are awarded from PricewaterhouseCoopers audit clients worldwide will
continue to decline through at least the remainder of fiscal year 2002, with a
possibility of reversal beginning only after we complete our separation.

     We expect that we will experience the negative effects of
independence-related issues on our revenues beyond fiscal year 2003, primarily
for three reasons. First, we believe that it may take six to twelve months for
us to reestablish our working relationships with affected clients and identify
new opportunities to provide our services. This timing is due in part to our
clients' budget cycles and the varying lead times for obtaining engagements. Our
competitors have had opportunities to strengthen their relationships through the
work and new engagements we were denied. Second, as discussed above, our net
revenues lag new bookings. Accordingly, we will not experience an increase in
net revenues from new engagements to PricewaterhouseCoopers audit clients after
the completion of this offering for a period of time after new bookings are
made. Third, a significant portion of our bookings in any year is from
engagements that are add-on phases to existing engagements. At the time we close
this offering, we will have had substantially reduced bookings from these
clients for at least seven months. As a result, net revenues in future fiscal
years will be adversely affected by depressed bookings in fiscal year 2002 and
the first part of fiscal year 2003. Our profitability will decline if our net
revenues decline and we are unable to adequately reduce our costs.

     We track the level of our new business activity through a bookings system,
which is accessible by our client service staff on a worldwide basis. This
system also tracks potential bookings for engagements that we are pursuing.
While we use this system as an important day-to-day management tool, it is not a
financial accounting system. Future net revenues for an engagement may not match
the amount of bookings reflected in the bookings system for a number of reasons,
including inaccurate estimates of work required to complete an engagement,
alteration in the scope of an engagement and cancellation or termination of an
engagement. Although our level of bookings is an indication of how our business
is performing, we do not characterize our bookings, or our engagement contracts
associated with new bookings, as backlog because our engagements can generally
be cancelled or terminated on short notice.

     SERVICES THE PRICEWATERHOUSECOOPERS FIRMS PROVIDE TO US

     We currently receive services from various firms in the
PricewaterhouseCoopers network for which costs are incurred and accumulated and
charged to us and the other businesses conducted by the PricewaterhouseCoopers
firms using allocation methodologies. These services include infrastructure and
support services such as occupancy, technology services and software and
processing services, knowledge management, human resources, training, finance
and accounting information services, marketing and business development, risk
management and practice protection and firm-wide management. Most of these costs
are included in our selling, general and administrative expenses. Prior to July
1, 2001, our share of these costs was

                                        48
<PAGE>

allocated to us using various bases designed to estimate actual costs, including
relative revenues, headcount, square footage and other measures. Beginning July
1, 2001, we entered into arrangements with the PricewaterhouseCoopers firms to
allocate these costs according to use or consumption based on actual direct
costs, when available, plus overhead costs. When actual direct costs are not
available, costs are allocated based on an estimate of actual costs. Other
firm-wide infrastructure costs are allocated to us primarily on the basis of
headcount. The PricewaterhouseCoopers firms will no longer charge us after our
separation for the costs of services we can provide internally or costs no
longer relevant to our operations as a separate public company.

     Prior to our separation, we or our subsidiaries will enter into a number of
agreements relating to some of our basic processing and infrastructure services
that the PricewaterhouseCoopers firms will provide to us. These agreements will
take effect following our separation for periods of up to three years. In
general, we will be provided these services at the cost incurred by the various
PricewaterhouseCoopers network of firms in providing these services, which we
believe is consistent with the bases upon which costs have been allocated to us
since July 1, 2001. The types of services we will continue to receive include
infrastructure, technology solutions, knowledge management, human resources,
training, finance and accounting information services and other services. In
general, we will be able to terminate our agreements with the
PricewaterhouseCoopers firms on relatively short notice, but we may face
termination costs in some circumstances. Please see "Arrangements with the
PricewaterhouseCoopers Network of Firms--Transition Services Agreements" for a
description of the terms and conditions of these agreements. Costs that have
been allocated to us in the past that will no longer be charged to us following
our separation include costs associated with firm-wide management, risk
management and practice protection, marketing and business development, interest
expense and taxes.

     ACCOUNTING MATTERS RELATING TO OUR SEPARATION AND TRANSITION TO A PUBLIC
COMPANY

     INTEREST EXPENSE.  In a number of countries and regions, the management
consulting and technology services businesses in the PricewaterhouseCoopers
network are operated through legal entities that are separate and distinct from
the other PricewaterhouseCoopers businesses in the same country or region. In
these countries or regions, some of these separate businesses have their own
long-term or short-term borrowings from banks. We generally plan to retain or
renew these borrowings following our separation. In other countries and regions,
the PricewaterhouseCoopers firms historically have incurred debt that has been
used to partially fund our operations, and we have been allocated our share of
the debt and corresponding interest expense incurred by the
PricewaterhouseCoopers firms. As a public company, our interest expense may be
higher or lower than that reflected in our combined income statement before
partner distributions and benefits and will be dependent on our future cash
needs and the terms we can obtain on existing and additional debt facilities.

     BENEFIT OBLIGATIONS.  Our partners and other employees generally have been
included in various retirement and postretirement benefit plans as well as other
employee benefit plans, such as health insurance, sponsored by the various
PricewaterhouseCoopers firms. The cost of these plans for employees, excluding
partners, is allocated to us from the PricewaterhouseCoopers network of firms
based on headcount. This cost is included in cost of services in our combined
statements of income before partner distributions and benefits. The costs of
these benefits for our partners are not included in our combined statements of
income before partner distributions and benefits. The PricewaterhouseCoopers
firms will retain most of the liabilities accrued under these plans through the
date of our separation, including the retirement and post retirement plans, for
our partners and employees. The assets and liabilities of these plans for our
partners and for our non-partner employees are not reflected in our combined
balance sheets, except the assets and liabilities of these plans for non-partner
employees in effect in Norway and Belgium, which will be transferred to us on
completion of our separation.

     There are a limited number of benefit plans established exclusively for
partners and employees of the management consulting and technology services
businesses in the PricewaterhouseCoopers network of firms that will be
transferred to us on completion of our separation, as reflected in our unaudited
pro forma combined financial statements. We will establish new employee benefit
plans for our partners and other employees to be in effect after this offering.
To the extent required in the future under applicable professional

                                        49
<PAGE>

accounting standards, the assets, liabilities and costs of these plans will be
recognized in our financial statements.

     INCOME TAXES.  The majority of the management consulting and technology
services businesses being transferred to us are currently part of entities that
are organized as partnerships. Under this structure, we have not historically
incurred significant corporate income tax since taxes related to income earned
by the partnership are the responsibility of the individual partners. Therefore,
our combined financial statements do not reflect the current and deferred income
tax liabilities that we would have incurred as a corporation. Historically, when
we have incurred tax expense at an entity level, we have reflected these
expenses in selling, general and administrative costs. Following our separation
and our transition to a public company, we will be subject to corporate tax on
our income and will record the related current and deferred income tax assets or
liabilities.

     PARTNERSHIP INCOME BEFORE PARTNER DISTRIBUTIONS.  Our combined financial
statements reflect the combination of the management consulting and technology
services businesses of partnerships and corporations in the
PricewaterhouseCoopers network of firms. Historically, partners have received
distributions of income that include indistinguishable components of ownership
and compensation, rather than salaries. Accordingly, our combined income
statements before partner distributions and benefits do not reflect any
compensation for services rendered by our partners. Upon the completion of our
separation, partner compensation will consist of both cash and equity components
and employee benefits under programs that will be adopted upon our separation.
The related costs generally will be reflected in our income statement as cost of
services.

     STOCK OPTIONS AND RESTRICTED SHARE UNITS.  At the time of the closing of
this offering, we will grant restricted share units representing Class A common
shares to our partners. We will recognize compensation expense of approximately
$115 million from these restricted share unit awards, which will be fully vested
at the closing of this offering. See "Management--Partner Compensation" for a
description of these awards. At the closing of this offering and in the future,
we plan to grant stock options as incentives to our employees. We generally will
not recognize compensation expense upon the granting of these options because
the exercise price of these options will be equal to the price of our Class A
common shares at the date of grant. As we grant stock options, the number of
Class A common shares outstanding for purposes of calculating our earnings per
Class A common share will increase.

     SEPARATION AND TRANSACTION COSTS.  In connection with our separation, we
expect to incur a number of one-time expenses in the last two quarters of fiscal
year 2002 and in fiscal year 2003 relating to our transition to a public
company. We expect these costs to be in the range of $250 million and $350
million. These costs will include separation transaction costs, such as transfer
taxes, costs associated with changing and marketing our new name and costs
associated with creating separate systems and processes, excluding capital
costs. These amounts are based on estimates and assumptions that management
believes are reasonable. It is possible, however, that actual amounts may be
higher or lower.

     RESTRUCTURING CHARGE.  We currently are engaged in a comprehensive review
of our operations in Europe, the Middle East and Africa, including our
structure, services and market segment areas served. As a result, we expect to
record a charge of approximately $50 million in the fourth quarter of fiscal
year 2002 in connection with aligning our resources appropriately. We expect
that this charge will result in a usage of cash, which will be funded through an
increase in amounts due to the PricewaterhouseCoopers network of firms.

     EXPANDED SERVICE INITIATIVES.  We plan to grow our application management
and business process management services. Contracts for these services generally
have longer terms, generate larger fees and require significantly greater
up-front capital and infrastructure investments than other parts of our
business. These engagements also often have contingent fee arrangements tied to
cost savings or other performance measures. These activities will result in
greater amounts of financial risk to us resulting from:

      --   a more complex estimation process for recognizing revenues on
           contingent fee arrangements,

      --   an increased risk of change to estimates of engagement profitability
           on longer-term contracts,

                                        50
<PAGE>

      --   an increased credit risk associated with longer term contracts and

      --   an amount of loss possible from an unprofitable engagement due to the
           significance of up-front capitalized costs.

     Our gross margin may decline as a result of the lower margins that are
customary in the outsourcing industry or actions we take to increase market
share.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We believe our most critical accounting policies or principles upon which
significant judgments and estimates are used in the preparation of our combined
financial statements include revenue recognition, the determination of allowance
for bad debts and unbilled receivables and goodwill impairment.

     REVENUE RECOGNITION.  We recognize revenues as we perform services for our
clients. Revenues are primarily recognized based on hours worked and, where
applicable, reimbursables and subcontractor costs incurred. Periodically, we
review ongoing engagements to assess our estimates of expected revenue per hour.
If we determine that the estimated revenue per hour has changed on an
engagement, we adjust the revenues recognized to date for the cumulative effect
of the change. The adjusted revenue per hour is then used to recognize revenues
over the remainder of the engagement. Circumstances that could cause our revenue
per hour to change include:

     - changes in estimates of time required to complete an engagement,

     - changes in the mix of staff expertise required for the engagement,

     - changes in or amendments to the engagement contract and

     - changes in other circumstances.

     Our long-term business process management services contracts represent
approximately 1%, 3% and 7% of our revenues for the years ending June 30, 1999,
2000 and 2001, respectively, and 7% and 8% for the six months ended December 31,
2000 and 2001, respectively. These revenues are recognized as services are
performed in accordance with the engagement contracts. Where estimated cost of
services are expected to exceed estimated total revenues of the contract, we
recognize a loss at that time. Business process management services contracts
are generally large, multi-year duration contracts.

     We have a few contracts where an insignificant amount of revenues is
contingent on achievement of a milestone, such as cost savings.

     ALLOWANCE FOR BAD DEBTS.  We record an allowance for uncollectible accounts
receivable based on their age and specific identification. All amounts greater
than 270 days past due are fully reserved and balances greater than 180 days
past due are reserved at 50%. These percentages are based on historical
collection percentages and bad debt experience. We also provide for allowances
on specific accounts receivable balances before they are greater than 180 days
past due where such amounts are determined to be uncollectible. These allowances
are evaluated and adjusted as more information about the ultimate collectability
of the receivable becomes known. Unbilled receivables are reserved when
collectability is doubtful on a specific identification basis. If our hours
charged and expenses are not paid by our clients, future provisions against the
collectability of those receivables will be incurred.

     GOODWILL IMPAIRMENT.  We assess the impairment of goodwill whenever events
or significant changes in circumstances indicate that the carrying value may not
be recoverable. Factors which we consider important that would cause us to
perform an impairment review include significant underperformance relative to
historical results or to forecasted operating results and significant negative
industry or economic trends. If we determine that the carrying value of goodwill
may not be recoverable based on the existence of one of these factors, then we
will assess impairment based on a projection of undiscounted future cash flows
related to the business or businesses acquired and measure the amount of
impairment based on fair value. Net goodwill was $132 million at December 31,
2001.

                                        51
<PAGE>

     Statement of Financial Accounting Standards No. 142 will be effective for
us as of July 1, 2002. At that time, we will cease to amortize goodwill that
exists as of June 30, 2002. Goodwill amortization amounted to $47 million, $55
million and $57 million for the fiscal years ended June 30, 1999, 2000 and 2001,
respectively, $28 million and $29 million for the six months ended December 31,
2000 and 2001, respectively. In lieu of amortization, we will be required to
perform an initial impairment review of our goodwill as of July 1, 2002, and an
annual impairment review thereafter. We are in the process of studying the
effects of our application of SFAS 142, and we cannot predict whether or not a
material impairment charge will be recorded.

     ALLOCATED COSTS.  We currently receive services from various firms in the
PricewaterhouseCoopers network for which costs are incurred and accumulated and
charged to us and the other businesses conducted by the PricewaterhouseCoopers
firms using an allocation methodology. These services include infrastructure and
support services such as occupancy, technology services, knowledge management,
human resources, training, finance and accounting information services,
marketing and business development, risk management and practice protection and
firm-wide management. Most of these costs are included within our selling,
general and administrative expenses. Prior to July 1, 2001, our share of these
costs was allocated to us using various bases including relative revenues,
headcount, square footage and other measures.

     Beginning July 1, 2001, we entered into arrangements with the
PricewaterhouseCoopers firms to allocate these costs. Under these arrangements,
we are charged for use or consumption based on actual direct costs when
available, plus overhead costs. When actual direct costs are not available,
costs are allocated based on factors designed to estimate actual costs. Other
firm-wide infrastructure costs are allocated to us primarily on the basis of
headcount. The PricewaterhouseCoopers firms will no longer charge us after our
separation for the costs of services we provide internally or costs no longer
relevant to our operations as a separate public company.

     Different methodologies are acceptable for allocating costs. We believe
that the allocation methodologies are reasonable. Utilizing a different
methodology from the method described above could result in different amounts of
allocated costs.

SEGMENTS

     Operating segments are defined as components of an enterprise for which
separate financial information is regularly available and evaluated by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. Our reportable operating segments are
the four geographic units described above, which we refer to as theatres.
Geographic theatres are managed on the basis of revenues after deducting
reimbursables and subcontractor costs, or net revenues, because management
believes it is a better indicator of performance than revenues including
reimbursables and subcontractor costs. Generally, cost of services for each
theatre have similar characteristics and are subject to the same drivers,
pressures and challenges. Most operating expenses apply to all segments. The
relationship of expenses to net revenues, however, may vary between segments.
Historically, we have tracked our segments using a financial measure called
contribution to profit. Contribution to profit is based on operating income and
excludes the cost of employees not assigned to segments, centralized training
program and development costs and worldwide business development initiatives as
well as other infrastructure and firm-wide management costs not allocated to
segments.

FINANCIAL STATEMENT PRESENTATION

     REVENUES.  We derive substantially all of our revenues from contracts for
management consulting and technology services that we perform for our clients.
We also derive a portion of our revenues that is not significant from the resale
of technology products to our clients. Revenues are recognized as described
above under "--Critical Accounting Policies and Estimates--Revenue Recognition."
Reimbursables and subcontractor costs, including those relating to travel and
other out-of-pocket expenses, and other similar third-party costs, such as the
cost of hardware and software resale, are included in revenues and an equivalent
amount of reimbursables and subcontractor costs are included in our cost of
services.

                                        52
<PAGE>

     Each contract has different terms based on the scope, deliverables and
complexity of the engagement. Contracts for business process management services
are typically large dollar, long duration contracts. Currently, most of our
contracts do not have incentive-based or other pricing terms that condition our
fee on our ability to deliver defined goals. In the future, we plan to enter
into engagements that include new types of fee arrangements, such as
arrangements where we would receive a share of cost savings realized as a result
of our work. Revenue recognition under these contracts will generally be based
on the facts and circumstances of each contract.

     Most of our contracts are terminable by our clients on short notice and
without penalty. Normally, if a client terminates a project, the client remains
obligated to pay for services performed and reimbursable expenses incurred by us
through to the date of termination.

     COST OF SERVICES.  Cost of services represents the direct costs incurred to
provide services to our clients. Historically, these costs include compensation
and benefits for client service staff, other than our partners, and recruiting
and training costs. These costs also include staff training materials,
technology and technology support costs. After our separation, compensation and
the cost of benefits for our client service partners also will be included in
cost of services. Cost of services is primarily driven by the number of our
client service staff and their compensation. We attempt to manage our workforce
to enable us to meet the anticipated level of demand for our services.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables are amounts charged
to clients for expenses we incur in delivering services to our clients. Our
client service staff are required to live away from home for periods of time and
primarily incur these expenses during these periods, including expenses for
travel, accommodation, meals and other cost-of-living expenses. Reimbursables
also include facilities and equipment expenses incurred for a particular
engagement. Subcontractor costs are incurred when we engage client service staff
who are not directly employed by us to help deliver services to our clients.

     GROSS PROFIT.  We define our gross profit as net revenues less cost of
services. Our gross profit is primarily a function of hours charged to clients
by our client service staff, the average rate charged per hour of services
provided, the number of our client service staff and their related compensation
and benefits and our utilization rate. Our utilization rate is the number of
hours charged to clients by our client service staff divided by the total
available working hours of all our client service staff. Historically, partner
distributions have not been included in cost of services. Following our
separation, however, compensation and the costs of benefits for our partners
will be included in cost of services.

     The hourly rates we are able to charge for our services are affected by a
number of factors, including:

      --   introduction of new services or products by us or our competitors,

      --   general economic conditions,

      --   our clients' perception of our ability to add value through our
           services and

      --   competition, including pricing policies of our competitors.

     Our utilization rates are also affected by several factors, including:

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

      --   our ability to forecast demand for our services and thereby maintain
           an appropriate number of client service staff to serve forecasted
           demand,

      --   our ability to manage headcount turnover and

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

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<PAGE>

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses are costs incurred in supporting our client service
staff as well as costs of marketing, infrastructure, business management and
other support. Historically, a significant portion of selling, general and
administrative expenses have been represented by an allocation of costs incurred
by the PricewaterhouseCoopers firms in the coordination and management of the
global network.

     CONTRIBUTION TO PROFIT.  For operating segment purposes, we have
historically measured our results based on net revenues less costs of services
and selling, general and administrative costs, excluding allocated and other
global costs.

     OPERATING INCOME.  Operating income is income from revenues after
subtracting cost of services, selling, general and administrative expenses and
goodwill amortization.

     INTEREST INCOME.  Interest income is interest earned on cash and cash
equivalents.

     INTEREST EXPENSE.  Interest expense is interest incurred on our short and
long-term external debt and historically, interest incurred on debt allocated to
us by PricewaterhouseCoopers firms.

     OTHER INCOME (EXPENSE).  Other income (expense) primarily consists of
realized gains (losses) on investment transactions.

RESULTS OF OPERATIONS

     The following table sets forth the percentage of revenues represented by
items in our combined income statements for the periods presented. Payments for
partner distributions and benefits are not included in any line item.

<Table>
<Caption>
                                                                                 SIX MONTHS
                                                             YEAR ENDED            ENDED
                                                              JUNE 30,          DECEMBER 31,
                                                        --------------------    ------------
                                                        1999    2000    2001    2000    2001
                                                        ----    ----    ----    ----    ----
<S>                                                     <C>     <C>     <C>     <C>     <C>
Revenues..............................................  100%    100%    100%    100%    100%
Cost of services......................................   48      49      51      52      51
Reimbursables and subcontractor costs.................   19      19      20      20      22
                                                        ---     ---     ---     ---     ---
  Total cost of services..............................   67      68      71      72      73
                                                        ---     ---     ---     ---     ---
Selling, general and administrative expenses..........   22      22      21      22      20
Goodwill amortization.................................    1       1       1       1       1
                                                        ---     ---     ---     ---     ---
Operating income......................................   10       9       7       5       6
Interest income.......................................    -       -       -       -       -
Interest expense......................................   (1)     (1)     (1)     (1)     (1)
Other income (expense)................................    -       -       -       -       -
                                                        ---     ---     ---     ---     ---
Income before partner distributions and benefits......    9%      8%      6%      4%      5%
                                                        ===     ===     ===     ===     ===
</Table>

                                        54
<PAGE>

     We provide services in four geographic theatres. The following table
provides financial information for each of these operating segments. Net
revenues in the table below and for purposes of discussion in our management's
discussion and analysis is revenues after deducting reimbursables and
subcontractor costs. Gross margin in the table below is gross profit as a
percentage of total net revenues. The "Other" category in net revenues and in
gross margin includes net revenues, costs or other adjustments not allocated to
our operating segments.

<Table>
<Caption>
                                                                             SIX MONTHS ENDED
                                     FISCAL YEAR ENDED JUNE 30,                DECEMBER 31,
                               --------------------------------------    ------------------------
                                  1999          2000          2001          2000          2001
                               ----------    ----------    ----------    ----------    ----------
                                                         (IN THOUSANDS)
<S>                            <C>           <C>           <C>           <C>           <C>
NET REVENUES:
  Americas...................  $2,758,050    $3,253,338    $3,116,301    $1,560,317    $1,311,593
  EMEA.......................   1,824,343     2,004,983     2,120,157     1,001,138     1,032,032
  Asia Pacific...............     314,450       425,308       497,894       253,951       246,297
  SOACAT.....................     111,383       131,765       112,147        53,984        46,588
  Other......................       9,585       (25,725)      118,075        62,306        38,516
                               ----------    ----------    ----------    ----------    ----------
     Total...................  $5,017,811    $5,789,669    $5,964,574    $2,931,696    $2,675,026
                               ==========    ==========    ==========    ==========    ==========
NET REVENUES AS A PERCENTAGE
  OF TOTAL NET REVENUES:
  Americas...................          55%           56%           52%           53%           49%
  EMEA.......................          36            35            36            34            39
  Asia Pacific...............           6             7             8             9             9
  SOACAT.....................           2             2             2             2             2
  Other......................           1            --             2             2             1
                               ----------    ----------    ----------    ----------    ----------
     Total...................         100%          100%          100%          100%          100%
                               ==========    ==========    ==========    ==========    ==========
GROSS PROFIT:
  Americas...................  $1,177,293    $1,411,941    $1,031,039    $  482,923    $  446,114
  EMEA.......................     814,565       832,062       905,556       398,522       373,356
  Asia Pacific...............     104,299       144,388       166,463        97,598        82,705
  SOACAT.....................      49,314        52,182        37,221         7,596        13,661
  Other......................     (92,530)     (152,057)       (1,344)       17,937         9,405
                               ----------    ----------    ----------    ----------    ----------
     Total...................  $2,052,941    $2,288,516    $2,138,935    $1,004,576    $  925,241
                               ==========    ==========    ==========    ==========    ==========
GROSS MARGIN:
  Americas...................          43%           43%           33%           31%           34%
  EMEA.......................          45            41            43            40            36
  Asia Pacific...............          33            34            33            38            34
  SOACAT.....................          44            40            33            14            29
     Total gross margin:.....          41%           40%           36%           34%           35%

CONTRIBUTION TO PROFIT:
  Americas...................  $  547,236    $  773,970    $  504,821    $  183,907    $  242,920
  EMEA.......................     418,512       438,713       458,131       192,588       170,330
  Asia Pacific...............      21,854        36,809        41,582        27,387        18,975
  SOACAT.....................      15,996        15,676        14,496           503         3,420
                               ----------    ----------    ----------    ----------    ----------
                               $1,003,598    $1,265,168    $1,019,030    $  404,385    $  435,645
                               ==========    ==========    ==========    ==========    ==========
</Table>

                                        55
<PAGE>

     SIX MONTHS ENDED DECEMBER 31, 2001, COMPARED TO SIX MONTHS ENDED DECEMBER
31, 2000

     REVENUES.  Revenues decreased by $255 million or 7% from $3,675 million to
$3,420 million for the six months ended December 31, 2000 and 2001,
respectively. This decrease was primarily the result of two factors. First, and
most significant, was the ongoing economic downturn that reduced demand for our
services and contributed to increased competition and a reduction in our rates.
The second principal factor was the increased difficulty we have faced as a
result of the new SEC auditor independence rules. Approximately 93% and 92% of
our revenues for the six months ended December 31, 2000 and 2001 respectively,
were recognized primarily on the basis of hours worked. For these revenues, the
number of hours charged by our client service staff to clients decreased by 7%
while our average rate per hour decreased by approximately 2%. Reimbursables and
subcontractor costs as a percentage of revenues increased marginally from 20%
for the six months ended December 31, 2000, to 22% for the six months ended
December 31, 2001.

     NET REVENUES.  Our Americas theatre net revenues decreased by $248 million
or 16% from $1,560 million to $1,312 million for the six months ended December
31, 2000 and 2001, respectively. The decrease in net revenues was primarily due
to the ongoing economic downturn that reduced demand for our services, increased
competition in the market and pressure on our rates from competitors and
clients. In particular, demand for services from companies whose results were
dependent on the technology industry continued to be depressed during the first
six months of fiscal year 2002. Net revenues also decreased as clients audited
by PricewaterhouseCoopers firms limited the level of services they would allow
us to provide following the implementation of the SEC's new auditor independence
rules. Following the terrorist attack in the United States on September 11,
2001, clients and potential clients delayed or cancelled planned projects and
cautiously initiated new projects, which also contributed to our decrease in net
revenues. Our clients that were most affected by the September 11 events include
governments, banks, insurance companies, investment management companies and
companies that provide consumer services, including airlines.

     Our EMEA theatre experienced marginal net revenue growth of $31 million or
3% from $1,001 million to $1,032 million for the six months ended December 31,
2000 and 2001, respectively. The continued restructuring of governmental
entities and companies who provide utility and telecommunications services
continued to drive revenue growth despite the slowing economy. In particular, we
benefited from new contracts with some governmental entities. Our net revenue
growth was restricted by the continuing negative effects of the ongoing economic
slowdown, pressure from clients to reduce costs, which impacted our rates, and
the continued reduction in opportunities with banks and insurance companies and
clients whose results are dependent on the technology sector of the economy.

     Our Asia Pacific theatre net revenues decreased by $8 million or 3% from
$254 million to $246 million for the six months ended December 31, 2000 and
2001, respectively. Net revenues decreased in most countries, with the exception
of Japan, generally as a result of the economic slowdown. The net revenue
decrease was partially offset by a $3 million increase in net revenue from
business process management services engagements. Net revenue increases in the
Japanese market were driven primarily by the local need for business change,
excluding banks and insurance companies where opportunities are limited.

     Our SOACAT theatre net revenues decreased by $7 million or 14% from $54
million to $47 million for the six months ended December 31, 2000 and 2001,
respectively. The political and economic crisis in Argentina contributed to the
impact of the economic downturn in this theatre. Stability in the Brazilian
market and contracts for revenues in United States dollars with some clients
helped partially offset the effect of the troubled economic environment.

     COST OF SERVICES.  Cost of services decreased by $177 million or 9% from
$1,927 million to $1,750 million for the six months ended December 31, 2000 and
2001, respectively. Cost of services decreased as a percentage of net revenues
from 66% to 65% in the six months ended December 31, 2000 and 2001,
respectively. The decrease as a percentage of net revenues was the combined
result of a reduction in average client service headcount by approximately 1,100
to 34,600 people, reductions in compensation cost in some theatres to align our
resources and cost structure with the level of market demand and reductions in
other costs related to our client service staff. Other costs related to our
client service staff such as training,

                                        56
<PAGE>

recruitment and technology support decreased by approximately $85 million,
partially offsetting an increase due to severance costs. We also limited our
recruiting activities, which resulted in less training and orientation costs. We
also achieved efficiencies in training costs with a strategic focus on
delivering training through the Internet and concentrating on local delivery of
training, as opposed to client service staff attending programs held
internationally.

     Cost of services for our Americas theatre decreased by $212 million or 20%
from $1,077 million to $865 million for the six months ended December 31, 2000
and 2001, respectively. In response to the continued economic downturn, we
reduced average client service headcount by 15% from approximately 16,700 to
approximately 14,200 for the six months ended December 31, 2000 and 2001,
respectively. Cost of services included severance payments of $10 million and
$27 million for the six months ended December 31, 2000 and 2001, respectively.
Most client service staff in the United States accepted a 7% reduction in
compensation beginning on September 1, 2001, reflecting our effort to align our
cost structure with the level of market demand. We also limited our recruiting
activities, which resulted in a decline in training and orientation costs. We
also achieved a significant reduction in other costs related to our client
service staff through the introduction of increased controls, reviews and cost
efficiencies.

     Cost of services for our EMEA theatre increased by $56 million or 9% from
$603 million to $659 million for the six months ended December 31, 2000 and
2001, respectively. Average client service headcount increased by 7% from
approximately 13,800 to approximately 14,700 for the six months ended December
31, 2000 and 2001, respectively. The cost of services increase included targeted
voluntary severance payments of approximately $27 million and, in some
geographies, an 8% increase in base compensation. Excluding the severance
payments, cost of services would have increased by 5%. Consistent with the
targeted voluntary reduction in headcount, we also limited recruiting and
training activity. We also achieved a reduction in other costs related to our
client service staff through the introduction of increased controls, reviews and
cost efficiencies.

     Cost of services for our Asia Pacific theatre increased by $8 million or 5%
from $156 million to $164 million for the six months ended December 31, 2000 and
2001, respectively. The increase in cost of services was primarily due to the
increase in average client service headcount of approximately 15% from 4,000 to
4,600 for the six months ended December 31, 2000 and 2001. The headcount
increase was primarily related to the increase in business process management
services engagements. For services other than business process outsourcing we
reduced costs through limiting recruiting activity other costs related to our
client service staff, such as training. Cost of services included severance
costs of over $3 million for the six months ended December 31, 2001.

     Cost of services for our SOACAT theatre decreased by $13 million or 29%
from $46 million to $33 million for the six months ended December 31, 2000 and
2001, respectively. Average client service headcount decreased by 8% from
approximately 1,200 to approximately 1,100 for the six months ended December 31,
2000 and 2001, respectively. The headcount reduction, combined with devaluation
of local currencies in some markets, has primarily contributed to the reduction
in cost of services.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables and subcontractor
costs increased by $2 million from $743 million to $745 million for the six
months ended December 31, 2000 and 2001, respectively. Reimbursables and
subcontractor costs increased as a percentage of revenues from 20% to 22% for
the six months ended December 31, 2000 and 2001, respectively.

     GROSS PROFIT.  Gross profit decreased by $80 million or 8% from $1,005
million to $925 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin increased marginally from 34% to 35% for the six
months ended December 31, 2000 and 2001. Our utilization remained constant for
the six months ended December 31, 2000 and 2001, respectively.

     Our Americas theatre gross profit decreased by $37 million or 8% from $483
million to $446 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin increased for the Americas theatre from 31% for the
six months ended December 31, 2000 to 34% for the six months ended December 31,
2001.

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<PAGE>

     Our EMEA theatre gross profit decreased by $26 million or 7% from $399
million to $373 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin decreased for the EMEA theatre from 40% to 36% for
the six months ended December 31, 2000, and December 31, 2001 respectively.

     Our Asia Pacific theatre gross profit decreased by $15 million or 15% from
$98 million to $83 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin decreased for the Asia Pacific theatre from 38% and
34% for the six months ended December 31, 2000 and 2001, respectively.

     Our SOACAT theatre gross profit increased by $6 million or 75% from $8
million to $14 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin increased for the SOACAT theatre from 14% to 29% for
the six months ended December 31, 2000, compared to the six months ended
December 31, 2001.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expense decreased by $129 million or 16% from $798 million to
$669 million for the six months ended December 31, 2000 and 2001, respectively.
The decrease was primarily the result of the cost efficiency program we
implemented as demand for our services fell and by the decrease in total costs
allocated to us from the PricewaterhouseCoopers firms. The specific focus of our
cost efficiency program was to identify cost efficiencies and increase cost
consciousness, particularly in the current economic environment. Actions we took
to reduce costs included targeted reductions of non-client service headcount,
consolidating office facilities and more focused marketing initiatives.

     Prior to July 1, 2001, the PricewaterhouseCoopers firms allocated expenses
to us using allocation methods that were based on relative revenues, headcount,
square footage and other measures. The PricewaterhouseCoopers firms agreed to
alter the allocation structure beginning July 1, 2001, with charges for services
to be allocated according to use or consumption based on actual direct costs,
where available, plus overhead costs. The adoption of the new allocation
methodology for the six months ended December 31, 2001, decreased our cost of
central services by approximately $20 million. Our allocation during the six
months ended December 31, 2001, also decreased by approximately $56 million
compared to the six months ended December 31, 2000, as the result of reductions
in overall costs incurred by the PricewaterhouseCoopers firms.

     CONTRIBUTION TO PROFIT.  Contribution to profit decreased by $31 million or
8% from $404 million for the six months ended December 31, 2000 to $435 million
for the six months ended December 31, 2001. Contribution to profit for the six
months ended December 31, 2001, includes the effect of the adoption of the new
allocation methodology adopted on July 1, 2001.

     Our Americas theatre contribution to profit increased by $59 million or 32%
from $184 million for the six months ended December 31, 2000, to $243 million
for the six months ended December 31, 2001. The increase in contribution to
profit was primarily due to the alignment of our cost structure with the level
of market demand, including costs related to our client service staff and the
reduction of selling, general and administrative expenses.

     Our EMEA theatre contribution to profit decreased by $23 million or 12%
from $193 million for the six months ended December 31, 2000, to $170 million
for the six months ended December 31, 2001. For the six months ended December
31, 2001, our cost of services increased by 9% due to headcount growth,
increases in base compensation in some countries and payment from targeted
voluntary severance.

     Our Asia Pacific theatre contribution to profit decreased by $8 million or
31% from $27 million for the six months ended December 31, 2000, to $19 million
for the six months ended December 31, 2001. Our contribution to profit has
declined as cost of services increased in excess of net revenue growth. The
increase in cost of services is primarily due to growth in our business process
management services engagements requiring increased headcount.

     Our SOACAT theatre contribution to profit increased by nearly $3 million
from less than $1 million for the six months ended December 31, 2000, to $3
million for the six months ended December 31, 2001. The improvement in
contribution to profit is primarily due to the devaluation of local currencies
in some markets reducing cost of services.

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<PAGE>

     OPERATING INCOME.  Operating income increased by $49 million or 28% from
$178 million to $227 million for the six months ended December 31, 2000 and
2001, respectively. As a percentage of net revenues operating income increased
from 6% to 9% for the six months ended December 31, 2000 and 2001, respectively.

     INTEREST EXPENSE.  Interest expense decreased by $11 million from $31
million to $20 million for the six months ended December 31, 2000 and 2001,
respectively. The decrease in interest expense was primarily due to a change in
the amount of debt allocated to us by the PricewaterhouseCoopers firms as well
as a decrease in the balance of direct debt with third parties.

     FISCAL YEAR ENDED JUNE 30, 2001, COMPARED TO FISCAL YEAR ENDED JUNE 30,
2000

     REVENUES.  Revenues increased by $350 million or 5% from $7,131 million for
fiscal year 2000 to $7,481 million for fiscal year 2001. For services other than
business process outsourcing, our revenues were approximately flat due to the
combined effect of a general economic slowdown which reduced demand for our
services, increased competition, lost business opportunities from the failure of
electronic businesses and technology businesses and audit clients of
PricewaterhouseCoopers firms reacting to the SEC's new auditor independence
rules. The revenue increase in fiscal year 2001 reflects an increase in revenues
from our business process management services. Approximately 98% and 94% of our
revenues for fiscal years 2000 and 2001 respectively, were recognized primarily
on the basis of hours worked. For these revenues the number of hours charged by
our client service staff to clients decreased by 3% while our average rate
charged per hour increased by approximately 5% from fiscal year 2000 to fiscal
year 2001. Reimbursables and subcontractor costs, as a percentage of revenues
increased marginally from 19% for fiscal year 2000 to 20% for fiscal year 2001.

     NET REVENUES.  Our Americas theatre net revenues decreased by $137 million
or 4% from $3,253 million for fiscal year 2000 to $3,116 million for fiscal year
2001. The economic slowdown and the collapse of many electronic businesses and
technology businesses significantly contributed to our decline in net revenues.
Net revenues also were lost as audit clients of PricewaterhouseCoopers firms in
the United States limited the level of services they would allow us to provide
following the announcement of the SEC's new independence rules. Increases in our
business process management services engagements partially offset the decrease
in net revenues. This growth was principally driven by a business process
management services contract with a multi-national company in the oil and gas
industry sector. In addition, increased net revenues from client engagements
requiring more experienced and senior client service staff compared to resource
requirements in fiscal year 2000 also helped to limit the decline in net
revenues. For these engagements net revenues increased primarily because we
charge higher average hourly rates for our more experienced and senior client
service staff.

     Our EMEA theatre net revenues increased by $115 million or 6% from $2,005
million for fiscal year 2000 to $2,120 million for fiscal year 2001. Net revenue
growth was assisted by business reorganizations, particularly by government
entities, such as defense, leading to increased demand for large-scale
engagements in some countries. The increase in revenues was also due to
increases in our business process management services engagements. This growth
was principally driven by a significant contract with a client in the
communications industry. Adoption of electronic commerce business models also
contributed to net revenue growth. We also had continued success with our
banking, insurance and other financial institution clients in the first half of
fiscal year 2001. As the economy began to slow, however, a number of these
projects were cancelled or postponed.

     Our Asia Pacific theatre net revenues increased by $73 million or 17% from
$425 million for fiscal year 2000 to $498 million for fiscal year 2001. We
responded to market demands with increased headcount and focused on our business
development efforts to achieve net revenue growth. Market demand was
particularly strong in Japan as local companies strove to operate more
efficiently. Our services focused on helping Japanese companies integrate
existing and emerging technologies. We also have benefited from the expansion of
the market for services in China. Growth in our business process outsourcing
engagements also contributed to increased net revenues.

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<PAGE>

     Due to the initial effects of the economic slowdown, our SOACAT theatre net
revenues decreased by $20 million or 15% from $132 million for fiscal year 2000
to $112 million for fiscal year 2001. This decrease reflected the continued
effect on our business from the recession in Argentina and the lack of sustained
economic growth in Brazil, our largest market in this theatre.

     COST OF SERVICES.  Cost of services increased by $325 million or 9% from
$3,501 million for fiscal year 2000 to $3,826 million for fiscal year 2001. Cost
of services increased as a percentage of net revenues from 60% for fiscal year
2000 to 64% for fiscal year 2001. Cost of services increased proportionally more
than net revenues for fiscal year 2001 compared to fiscal year 2000. These
increased costs were primarily associated with growth in our business process
outsourcing engagements. These engagements are generally conducted at low
margins in their early stages. For cost of services other than those associated
with our business process outsourcing engagements two factors contributed to the
increase in cost of services. The first factor was the costs of severance
programs. The second factor was an increase in base compensation rates in some
geographies prior to the business failures in the technology and electronic
business markets and the economic slowdown. Average client service staff
headcount increased by 3,200 or 10% to 35,300 for fiscal year 2001. This
increase in headcount was primarily due to growth in our business process
outsourcing engagements. Other costs related to our client service staff such as
training, recruitment, materials and technology support increased by $38
million.

     Cost of services for our Americas theatre increased by $244 million or
approximately 13% from $1,841 million for fiscal year 2000 to $2,085 million for
fiscal year 2001. Cost of services increased proportionally more than net
revenues in our Americas theatre for fiscal year 2001 compared to fiscal year
2000 primarily due to growth in our business process outsourcing engagements.
These engagements are generally conducted at low margins in their early stages
of the contracts. At the beginning of fiscal year 2001, prior to failures of
electronic businesses and technology companies, we increased our client service
staff compensation in response to competition for skilled employees. The base
compensation increase was in the range of 8% to 13%. As market conditions
changed, we reduced our workforce. Cost of services includes severance payments
of approximately $20 million and $42 million for fiscal year 2000 and fiscal
year 2001, respectively. Average client service staff headcount increased by 500
or 3% from approximately 15,300 to approximately 15,800 for fiscal year 2000 and
fiscal year 2001, respectively. This net increase included approximately 800
involuntary headcount reductions in fiscal year 2000 and 1,800 involuntary
reductions in fiscal year 2001.

     Cost of services for our EMEA theatre increased by $42 million or 6% from
$1,173 million for fiscal year 2000 to $1,215 million for fiscal year 2001.
Average client service staff headcount increased approximately 18% from
approximately 11,700 to approximately 13,600 for fiscal year 2000 and fiscal
year 2001, respectively. Base compensation in some markets increased in response
to competition for skilled employees and to align our employee compensation to
levels consistent with market rates.

     Cost of services for our Asia Pacific theatre increased by $50 million or
18% from $281 million for fiscal year 2000 to $331 million for fiscal year 2001.
The increase in cost of services primarily was driven by the 14% increase in
average client service staff headcount from approximately 4,200 in fiscal year
2000 to approximately 4,800 in fiscal year 2001. Cost of services increased
proportionately more than net revenues in our Asia Pacific theatre for fiscal
year 2001 compared to 2000 primarily due to growth in our business process
outsourcing engagements.

     Cost of services for our SOACAT theatre decreased by $5 million or 6% from
$80 million for fiscal year 2000 to $75 million fiscal year 2001. Average client
service staff headcount increased by 10% from approximately 1,000 to
approximately 1,100 for fiscal year 2000 and fiscal year 2001, respectively.
Cost of services did not change proportionately to headcount as the headcount
reduction did not occur until the third quarter of fiscal year 2001. Cost of
services includes severance payments of approximately $2 million for fiscal year
2001.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables and subcontractor
costs increased $175 million or 13% from $1,341 million for fiscal year 2000 to
$1,516 million for fiscal year 2001. Reimbursables and

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<PAGE>

subcontractor costs as a percentage of net revenues remained constant at 19% for
fiscal year 2000 and fiscal year 2001.

     GROSS PROFIT.  Gross profit decreased by $150 million or 7% from $2,289
million for fiscal year 2000 to $2,139 million for fiscal year 2001. Gross
margin decreased from 40% in fiscal year 2001 to 36% in fiscal year 2000. Our
utilization was relatively constant for fiscal year 2000 compared to fiscal year
2001.

     Our Americas theatre gross profit decreased by $380 million or 27% from
$1,412 million for fiscal year 2000 to $1,031 million for fiscal year 2001.
Gross margin decreased for the Americas theatre from 43% in fiscal year 2000 to
33% in fiscal year 2001.

     Our EMEA theatre gross profit increased by $74 million or 9% from $832
million in fiscal year 2000 to $906 million in fiscal year 2001. Gross margin
increased for the EMEA theatre from 41% for fiscal year 2000 to 43% for fiscal
year 2001.

     Our Asia Pacific theatre gross profit increased by $22 million or 15% from
$144 million for fiscal year 2000 to $166 million for fiscal year 2001. Gross
margin decreased for the Asia Pacific theatre from 34% in fiscal year 2000 to
33% in fiscal year 2001.

     Our SOACAT theatre gross profit decreased by $15 million or 29% from $52
million for fiscal year 2000 to $37 million for fiscal year 2001. Gross margin
decreased for the SOACAT theatre from 40% in fiscal year 2000 to 33% in fiscal
year 2001.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses decreased by $9 million from $1,595 million for fiscal
year 2000 to $1,586 million for the fiscal year 2001. The decrease was primarily
related to a reduction in allocated costs, including risk management, technology
and new service development and marketing costs.

     Risk management expenditures in fiscal year 2001 returned to levels
consistent with fiscal year 1999 as the PricewaterhouseCoopers firms completed
the implementation of the auditor independence monitoring system, a firm-wide
project which began in fiscal year 2000. Technology costs also returned to
levels more consistent with fiscal year 1999 as we introduced measures,
including the use of global licensing agreements, to help us efficiently use our
worldwide technology investment. In addition, projects in relation to the
upgrade and streamlining of systems and processes were completed.

     New service development and marketing costs, which had primarily focused on
establishing and promoting our electronic business capabilities, decreased as
the demand for electronic business services slowed. The overall reduction in
selling, general and administrative expenses was partially offset by an increase
of $69 million in our expense for provision of doubtful accounts receivable from
$25 million to $94 million for fiscal year 2000 and fiscal year 2001,
respectively. This increase primarily related to the growing number of
electronic-business and technology business failures.

     Specific costs incurred on our behalf by the PricewaterhouseCoopers network
of firms also decreased due to streamlining of international transfers of our
people and the operations of the PricewaterhouseCoopers network of firms.

     CONTRIBUTION TO PROFIT.  Contribution to profit decreased by $246 million
or 19%, from $1,265 million for fiscal year 2000 to $1,019 million for fiscal
year 2001. Contribution to profit decreased in all theatres.

     Our Americas theatre contribution to profit decreased by $270 million or
35%, from $774 million for fiscal year 2000 to $504 million for fiscal year
2001. The decrease in contribution to profit is primarily due to the increase in
cost of services, accompanying a decline in net revenues. The increase in cost
of services is primarily due to costs associated with growth in our business
process management engagements.

     Our EMEA theatre contribution to profit increased by $19 million or 4%,
from $439 million for fiscal year 2000 to $458 million for fiscal year 2001. The
increase in contribution to profit is primarily due to net revenues from an
increase in business process management engagements and a decrease in allocation
of cost of central services due to reductions of overall costs incurred by the
PricewaterhouseCoopers firms.

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<PAGE>

     Our Asia Pacific theatre contribution to profit increased by $5 million or
13% from $37 million for fiscal year 2000 to $42 million for fiscal year 2001.
The increase in contribution to profit is primarily due to the increase in net
revenues from market demand, which was partially offset by the increase in costs
from increases in headcount.

     Our SOACAT theatre contribution to profit decreased by $2 million, or 13%,
from $16 million for fiscal year 2000 to $14 million for fiscal year 2001. The
recession in Argentina continues to have a negative effect on our net revenues
and has primarily contributed to the decline in contribution to profit.

     OPERATING INCOME.  Operating income decreased by $143 million or 22% from
$639 million for fiscal year 2000 to $496 million for fiscal year 2001. As a
percentage of net revenues, operating income decreased from 9% for fiscal year
2000 to 7% for fiscal year 2001.

     INTEREST EXPENSE.  Interest expense increased by $11 million or 22% from
$48 million in fiscal year 2000 to $59 million in fiscal year 2001 over fiscal
year 2000. The increase in interest expense primarily was caused by a change in
the debt balances allocated to us by the PricewaterhouseCoopers network of
firms, the balance of debt with third parties and changes in our weighted
average cost of debt.

     FISCAL YEAR ENDED JUNE 30, 2000, COMPARED TO FISCAL YEAR ENDED JUNE 30,
1999

     REVENUES.  Revenues increased $900 million or 14% from $6,231 million for
fiscal year 1999 to $7,131 million for fiscal year 2000. The revenue increase
was the result of the increased demand for our services as clients, explored
electronic business and new technology and implemented new systems to address
technical issues associated with the year 2000 computer problem. The realization
of our marketplace strength resulting from the merger of the Coopers & Lybrand
and Price Waterhouse global networks also contributed to revenue growth.
Approximately 99% and 97% of our revenues for fiscal years 1999 and 2000
respectively, were recognized primarily on the basis of hours worked. For these
revenues the number of hours charged by our professional staff to clients
increased by 15% while our average rate charged per hour remained essentially
flat. Reimbursables and subcontractor costs as a percentage of revenues remained
constant at 19% for fiscal year 1999 and fiscal year 2000.

     NET REVENUES.  Our Americas theatre net revenues increased by $495 million
or 18% from $2,758 million for fiscal year 1999 to $3,253 million for fiscal
year 2000. Net revenue growth was driven primarily by increased services to
clients in relation to electronic business and emerging technologies. Our
clients' preparation for year 2000 issues also contributed to net revenue
growth.

     Our EMEA theatre net revenues increased by $181 million or approximately
10% from $1,824 million for fiscal year 1999 to $2,005 million for fiscal year
2000. Deregulation of the telecommunications and utilities industries in some
geographies, followed by significant merger and acquisitions activity, created
increased demand for services and contributed to our net revenue growth. In
addition, privatization of governmental entities and restructuring activity also
contributed to net revenue growth. New product offerings established around
transformation and electronic business combined with our focus on multi-national
client accounts helped us establish a base of contracts with companies who
provide consumer products. We began to benefit in fiscal year 2000 from our work
in fiscal year 1999 and fiscal year 2000 to focus on strategic accounts across
all market sectors, integrate and leverage our account teams and develop and
offer new products.

     Our Asia Pacific theatre net revenues increased by $111 million or 35% from
$314 million for fiscal year 1999 to $425 million for fiscal year 2000. Net
revenue growth was due to an increase in demand for our services in some
geographies as companies responded to economic reforms and market restructuring.

     Net revenues in our SOACAT theatre increased by $21 million or 19% from
$111 million for fiscal year 1999 to $132 million in fiscal year 2000. Net
revenue growth was due to an increase in demand for our services from the
privatization of government and semi-government entities in some geographies.

     COST OF SERVICES.  Cost of services increased $536 million or 18% from
$2,965 million for fiscal year 1999 to $3,501 million for fiscal year 2000. Cost
of services increased marginally as a percentage of net revenues from 48% for
fiscal year 1999 to 49% for fiscal year 2000. To meet strong market demand for
management consulting and technology services, we increased average client
service staff headcount by approximately 3,900

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or 14% from approximately 28,200 to approximately 32,100 for fiscal year 1999
and fiscal year 2000, respectively. Other costs related to our client service
staff such as technology support increased by $71 million.

     Cost of services for our Americas theatre increased $260 million or 16%
from $1,581 million for fiscal year 1999 to $1,841 million for fiscal year 2000.
Average client service staff headcount increased by 8% from approximately 13,400
to approximately 14,500 for fiscal year 1999 and fiscal year 2000, respectively.
Base compensation increased in some markets, in response to competition and
demand for skilled client service staff.

     Cost of services for our EMEA theatre increased by $163 million or 16% from
$1,010 million for fiscal year 1999 to $1,173 million for fiscal year 2000.
Average client service staff headcount increased by 27% from approximately 9,200
to approximately 11,700 for fiscal year 1999 and fiscal year 2000, respectively.
The increase in cost of services was partially attributable to our voluntary
severance costs of approximately $11 million under a program designed to realign
our skills with forecast market demand. Responding to market demands and
competition for resources, we also increased base compensation. Growth in our
business process management services engagements contributed to increased cost
of services.

     Cost of services for our Asia Pacific theatre increased by $70 million or
33% from $210 million for fiscal year 1999 to $280 million for fiscal year 2000.
Average client service staff headcount increased by 33% from approximately 3,200
to approximately 4,200 for fiscal year 1999 and fiscal year 2000, respectively.

     Cost of services for our SOACAT theatre increased by $18 million or 29%
from $62 million for fiscal year 1999 to $80 million for fiscal year 2000. The
increase in cost of services was due to growth in our business process
outsourcing engagements and increased headcount and the associated compensation
adjustments necessary to support an increase in net revenues.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables and subcontractor
costs increased by $128 million or 11% from $1,213 million for fiscal year 1999
to $1,341 million for fiscal year 2000. Reimbursables and subcontractor costs
remained constant as a percentage of net revenues at 19% for fiscal year 1999
and fiscal year 2000.

     GROSS PROFIT.  Gross profit increased by $236 million or 11% from $2,053
million for fiscal year 1999 to $2,289 million for fiscal year 2000. Gross
margin decreased marginally from 41% for fiscal year 1999 to 40% for fiscal year
2000. Our utilization was relatively constant for fiscal year 1999 compared to
fiscal year 2000.

     Our Americas theatre gross profit increased by $235 million or 20% from
$1,177 million for fiscal year 1999 to $1,412 million for fiscal year 2000.
Gross margin remained constant for the Americas theatre at 43% for fiscal year
1999 and for fiscal year 2000.

     Our EMEA theatre gross profit increased by $17 million or 2% from $815
million for fiscal year 1999 to $832 million for fiscal year 2000. Gross margin
decreased for the EMEA theatre from 45% in fiscal year 1999 to 41% in fiscal
year 2000.

     Our Asia Pacific theatre gross profit increased by $40 million or 38% from
$104 million for fiscal year 1999 to $144 million for fiscal year 2000. Gross
margin increased for the Asia Pacific theatre from 33% in fiscal year 1999 to
34% in fiscal year 2000.

     Our SOACAT theatre gross profit increased by $3 million or 6% from $49
million for fiscal year 1999 to $52 million for fiscal year 2000. Gross margin
decreased for the SOACAT theatre from 44% to 40% for fiscal year 1999 and fiscal
year 2000, respectively.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expense increased by $187 million or 13% from $1,408 million for
fiscal year 1999 to $1,595 million for fiscal year 2000. The increase was
related primarily to new service development and marketing costs, risk
management and technology.

     New service development and marketing costs increased as we focused on
developing and promoting our electronic business capabilities through training
and business development and marketing initiatives. Risk management expenditures
increased as we began the implementation, primarily in the United States, of the
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PricewaterhouseCoopers firm-wide auditor independence monitoring system to
manage our compliance with the auditor independence rules of the SEC and other
professional and regulatory organizations. Our use of technology expanded with
the introduction of new applications and the upgrade and streamlining of finance
and human resources systems and processes. This increase in activity required an
increase in the level of technology support for employees which contributed to
increased technology expenses. Establishing and refining the infrastructure of
the PricewaterhouseCoopers network of firms was substantially completed in
fiscal year 1999 and, accordingly, these costs decreased in fiscal year 2000. In
addition, our advertising costs decreased significantly in fiscal year 2000 as
the substantial advertising that occurred in fiscal year 1999 to establish the
PricewaterhouseCoopers network brand was completed.

     CONTRIBUTION TO PROFIT.  Contribution to profit increased by $262 million
or 26%, from $1,003 million for fiscal year 1999 to $1,265 million for fiscal
year 2000. Contribution to profit increased or remained relatively constant
across all theatres.

     Our Americas theatre contribution to profit increased by $227 million or
41%, from $547 million for fiscal year 1999 to $774 million for fiscal year
2000. Increased demand for services from clients in relation to electronic
business primarily drove net revenue growth and contributed to the improvement
in contribution to profit.

     Our EMEA theatre contribution to profit increased by $20 million or 5%,
from $419 million for fiscal year 1999 to $439 million for fiscal year 2000. An
increase in net revenues was driven by a number of factors, and primarily
contributed to the improvement in contribution to profit.

     Our Asia Pacific theatre contribution to profit increased by $15 million or
68% from $22 million for fiscal year 1999 to $37 million for fiscal year 2000.
The increase in contribution to profit was primarily due to net revenue growth.
However, this increase was partially offset by the increases in cost of services
and expenses associated with growth in our business process outsourcing
engagements.

     Our SOACAT theatre contribution to profit remained constant at $16 million
for fiscal year 1999 and fiscal year 2000. Net revenue growth offset by
increases in cost of services primarily due to the increase in headcount
necessary to support growth in our business process management services business
resulted in our contribution to profit remaining almost flat.

     OPERATING INCOME.  Operating income increased by $41 million or 7% from
$598 million for fiscal year 1999 to $639 million for fiscal year 2000. As a
percentage of net revenues, operating income decreased marginally from 10% for
fiscal year 1999 to 9% for fiscal year 2000.

     INTEREST EXPENSE.  Interest expense increased $13 million or 38% from $35
million for fiscal year 1999 to $48 million for fiscal year 2000. Movement in
the balance of debt allocated to us by the PricewaterhouseCoopers network of
firms and the balance of debt with third parties were the primary causes of the
increase in interest expense.

COMPILED INDUSTRY FINANCIAL INFORMATION

     Within our geographic theatres, we deliver services to clients in five
industry groups. The following table provides financial information for each of
our industry groups accumulated from twelve countries or geographic areas
comprising approximately 86% of our total net revenues in fiscal year 2001. The
countries or geographic areas are the United States, the United Kingdom,
Germany, Canada, Japan, France, the Netherlands, Australia, Spain, Switzerland,
Belgium and East Asia. This information has been compiled from data that we have
not maintained as part of our normal financial reporting processes and has been
prepared as supplemental information for the purpose of the presentation set
forth below. The data below is presented under the following assumptions:

     - net revenue has been assigned to industry groups based on the industry in
       which our client operates

     - net revenue not identifiable to an industry group is included in net
       revenues -- other, and

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     - Cost of services for client service staff is allocated to industries
       based on weighted average compensation costs. Compensation costs are
       determined based on average compensation by employee level and hours
       worked. Non-compensation cost of services are allocated based on relative
       hours charged to the engagement.

     Because net revenues in these top twelve countries and geographic areas
represent approximately 86% of our net revenues in fiscal year 2001 and cover
the countries and geographic areas in which we have our most significant
operations, we believe that the industry group data we have presented is a fair
representation of the approximate division of our net revenues among industry
groups for fiscal year 2001. Gross margin in the table below is gross profit as
a percentage of total industry group net revenues for the twelve countries or
geographic areas.

<Table>
<Caption>
                                                  FISCAL YEAR ENDED         SIX MONTHS ENDED
                                                      JUNE 30,                DECEMBER 31,
                                               -----------------------   -----------------------
                                                  2000         2001         2000         2001
                                               ----------   ----------   ----------   ----------
                                                                (IN THOUSANDS)
<S>                                            <C>          <C>          <C>          <C>
INDUSTRY NET REVENUES:
  Products...................................  $1,643,649   $1,705,696   $  833,204   $  748,070
  Government and Services....................   1,166,097    1,144,511      559,542      593,175
  Financial Services.........................     982,764      897,075      464,942      338,910
  Information, Communications and
     Entertainment...........................     707,671      697,888      362,274      310,036
  Energy and Utilities.......................     512,595      636,601      317,445      359,238
  Other......................................     150,128       41,152       (5,516)     (13,906)
                                               ----------   ----------   ----------   ----------
     Total...................................  $5,162,904   $5,122,923   $2,531,891   $2,335,523
                                               ==========   ==========   ==========   ==========
INDUSTRY NET REVENUES AS A PERCENTAGE OF
  INDUSTRY GROUP TOTAL NET REVENUES:
  Products...................................          32%          33%          33%          32%
  Government and Services....................          23           22           22           25
  Financial Services.........................          19           18           18           15
  Information, Communications and
     Entertainment...........................          14           14           14           13
  Energy and Utilities.......................          10           12           13           15
  Other......................................           2            1           --           --
                                               ----------   ----------   ----------   ----------
     Total...................................         100%         100%         100%         100%
                                               ==========   ==========   ==========   ==========
INDUSTRY GROSS PROFIT:
  Products...................................  $  677,037   $  717,532   $  330,931   $  311,703
  Government and Services....................     404,355      283,794      136,757      188,815
  Financial Services.........................     499,988      396,269      207,142      142,409
  Information, Communications and
     Entertainment...........................     329,143      199,491       99,165       95,403
  Energy and Utilities.......................     131,230      229,032       84,469       97,838
  Other......................................     108,607        4,800      (16,716)     (40,158)
                                               ----------   ----------   ----------   ----------
     Total...................................  $2,150,360   $1,830,918   $  841,748   $  796,010
                                               ==========   ==========   ==========   ==========
INDUSTRY GROSS MARGIN:
  Products...................................          41%          42%          40%          42%
  Government and Services....................          35           25           24           32
  Financial Services.........................          51           44           45           42
  Information, Communications and
     Entertainment...........................          47           29           27           31
  Energy and Utilities.......................          26           36           27           27
     Total industry gross margin.............          42%          36%          33%          34%
</Table>

                                        65
<PAGE>

SIX MONTHS ENDED DECEMBER 31, 2001, COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2000

     NET REVENUES.  Our Products industry's net revenues decreased by $85
million or 10% from $833 million to $748 million for the six months ended
December 31, 2000 and 2001, respectively. The decrease in net revenues was
principally concentrated in the United States and Canada and was primarily
driven by the ongoing economic downturn. The decreased demand for our services
from clients in the technology industry sector was particularly noticeable in
the United States. Loss of opportunities in the United States due to
independence constraints also negatively impacted net revenues. Growth in our
products industry net revenues primarily in Japan and some areas of Europe
somewhat offset the decrease in net revenues.

     Our Government and Services industry net revenues increased by $33 million
or 6% from $560 million to $593 million for the six months ended December 31,
2000 and 2001, respectively. The increase in net revenues principally occurred
in the United Kingdom whose net revenues increased $58 million, or 73%, as we
obtained a significant amount of business from the restructuring of governmental
entities. However, net revenue growth was partially depressed by a decrease in
government and services net revenues in the United States and Canada.

     Our Financial Services industry's net revenues decreased by $126 million or
27% from $465 million to $339 million for the six months ended December 31, 2000
and 2001, respectively. The ongoing economic downturn and the terrorist attack
in the United States on September 11, 2001 have contributed to the decrease in
net revenues in the financial services industry worldwide. However the
experience of this negative impact was more significant in the United States,
Canada, the United Kingdom and Switzerland. Clients in the capital markets
industry sector, particularly in the United Kingdom reduced the scale of their
larger projects.

     Our Information, Communication and Entertainment industry's net revenues
decreased by $52 million or 14% from $362 million to $310 million for the six
months ended December 31, 2000 and 2001, respectively. The decrease in net
revenues primarily occurred in the United States and the United Kingdom and to a
lesser extent in some other areas of Europe and the Asia Pacific region. The
level of client spending and, consequently, demand from clients in this industry
group declined considerably during the last half of fiscal year 2001 continuing
into fiscal year 2002.

     Our Energy and Utilities industry's net revenues increased by $42 million,
or 13%, from $317 million to $359 million for the six months ended December 31,
2000 and 2001, respectively. Growth in Energy and Utility net revenues was
driven by our business process management services engagements. Net revenues
from those contracts increased by $37 million or 38%. For services other than
our business process management services, our growth rate was essentially flat.
We experienced decreases in net revenues primarily in the United States where
net revenues declined by $16 million or 12%, however, this was offset by
increases principally in some areas of the Asia Pacific region and Canada.

     GROSS PROFIT.  Our Products industry's gross profit decreased by $19
million or 6% from $331 million to $312 million for the six months ended
December 31, 2000 and 2001, respectively. Our gross margin increased from 40% to
42% for the six months ended December 31, 2000 and 2001, respectively as we
reduced headcount to align our cost structure with the reduced level of market
demand for our services.

     Our Government and Services industry's gross profit increased by $52
million or 38% from $137 million to $189 million for the six months ended
December 31, 2000 and 2001, respectively. Our gross margin increased from 24% to
32%. We aligned our headcount with market demand and improved our utilization
rate in our government engagements in the United States.

     Our Financial Services industry's gross profit decreased by $65 million or
31% from $207 million to $142 million for the six months ended December 31, 2000
and 2001, respectively. Our gross margin decreased from 45% to 42%. Continuing
pricing pressure in slower economic conditions affected our gross margin.
Pricing pressure on new projects contributed to a 13% drop in average rate per
hour in the United States and Canada during the period.

     Our Information, Communication and Entertainment industry's gross profit
decreased by $4 million or 4% from $99 million to $95 million for the six months
ended December 31, 2000 and 2001, respectively. Our

                                        66
<PAGE>

gross margin increased from 27% to 31%. Cost reductions of approximately $28
million in the United States and Canada contributed to this increase.

     Our Energy and Utilities Industry's gross profit increased by $13 million
or 16% from $85 million to $98 million for the six months ended December 31,
2000 and 2001, respectively. Our gross margin remained constant at 27%.

YEAR ENDED JUNE 30, 2001, COMPARED TO YEAR ENDED JUNE 30, 2000

     NET REVENUES.  Our Products industry's net revenues increased by $62
million or 4% from $1,644 million for fiscal year 2000 to $1,706 million for
fiscal year 2001. The increase in net revenues was principally concentrated in
the United Kingdom, Japan and the United States and was generally the result of
growth in electronic business and internet consulting engagements. The extent of
the increase in net revenues was reduced by decreased Products industry's net
revenues primarily in Germany, Canada and Australia. Currency devaluations in
both Canada and Australia offset this decrease.

     Our Government and Services industry's net revenues decreased by $21
million over 2% from $1,166 million for fiscal year 2000 to $1,145 million for
fiscal year 2001. Increases in net revenues from business process outsourcing
engagements of $36 million or 476% nearly offset other decreases in net revenues
elsewhere. Net revenues in the United States decreased by $117 million or 17%
primarily as a result of declines in net revenues from the aviation sector. The
extent of the decrease was reduced by net revenue growth in the United Kingdom,
Canada, Belgium and some areas of the Asia Pacific region.

     Our Financial Services industry's net revenues decreased by $86 million or
9% from $983 million for fiscal year 2000 to $897 million for fiscal year 2001.
The decrease in net revenues was primarily experienced in the United States and
the United Kingdom as demand for services significantly declined in the last
half of fiscal year 2001. The extent of this decrease was partially offset by
net revenue growth in Switzerland and Japan.

     Our Information, Communications and Entertainment industry's net revenues
decreased by $9 million from $708 million for fiscal year 2000 to $698 million
for fiscal year 2001. The almost flat net revenues growth included net revenues
from business process management services contracts increasing by $144 million
or approximately 610%. Lost opportunities from the failure of electronic and
technology businesses combined with the general economic slowdown reduced net
revenues. The impact of those factors was primarily experienced in the United
States, the United Kingdom and the Netherlands.

     Our Energy and Utilities industry's net revenues increased by $125 million
or 24% from $512 million for fiscal year 2000 to $637 million for fiscal year
2001. The increase in net revenues primarily occurred in the United States and
Japan and from engagements for business process management services.

     GROSS PROFIT.  Our Products industry's gross profit increased by $41
million or 7% from $677 million for fiscal year 2000 to $718 million for fiscal
year 2001. Our gross margin increased from 41% to 42%.

     Our Government and Services industry's gross profit decreased by $120
million or 30% from $404 million for fiscal year 2000 to $284 million for fiscal
year 2001. Our gross margin decreased from 35% to 25% as our business in the
United States was significantly less profitable, with gross margins falling from
36% to 15%. Our United States practice had excess headcount during fiscal year
2001 compared to fiscal year 2000 as demand for services fell.

     Our Financial Service industry's gross profit decreased by $104 million or
21% from $500 million for fiscal year 2000 to $396 million for fiscal year 2001.
Our gross margin decreased from 51% to 44%. This decline was experienced
globally as our headcount exceeded falling demand for our services.

     Our Information, Communications and Entertainment industry's gross profit
decreased by $130 million or 39% from $329 million for fiscal year 2000 to $199
million for fiscal year 2001. Our gross profit was negatively impacted by
increases in expenses for provision for doubtful accounts receivable due to the
failure of electronic and technology businesses. Consequently, our gross margin
decreased from 47% to 29%.

                                        67
<PAGE>

     Our Energy and Utilities industry's gross profit increased by $98 million
or 75% from $131 million for fiscal year 2000 to $229 million for fiscal year
2001. Our gross margin as a percentage of net revenue increased from 26% to 36%
primarily due to an improvement in margins on our business process management
services contracts.

QUARTERLY RESULTS OF OPERATIONS

     The following tables present quarterly combined financial information on a
historical basis for each of our most recent six fiscal quarters. The quarterly
information contains all adjustments, which consist of normal recurring
adjustments we believe are necessary to fairly present this information. The
operating results for any quarter are not necessarily indicative of the results
for any future period.

<Table>
<Caption>
                                                           THREE MONTHS ENDED
                          -------------------------------------------------------------------------------------
                          SEPTEMBER 30,   DECEMBER 31,   MARCH 31,     JUNE 30,    SEPTEMBER 30,   DECEMBER 31,
                              2000            2000          2001         2001          2001            2001
                          -------------   ------------   ----------   ----------   -------------   ------------
                                                             (IN THOUSANDS)
<S>                       <C>             <C>            <C>          <C>          <C>             <C>
Revenues................   $1,792,178      $1,882,419    $1,963,155   $1,843,251    $1,699,232      $1,721,101
Cost of services........      962,376         964,744       964,712      933,807       895,672         854,114
Reimbursables and
  subcontractor costs...      363,546         379,355       398,631      374,897       369,524         375,783
                           ----------      ----------    ----------   ----------    ----------      ----------
  Total cost of
    services............    1,325,922       1,344,099     1,363,343    1,308,704     1,265,196       1,229,897
Sales, general and
  administrative
  expenses..............      397,393         400,517       359,206      429,010       343,877         325,336
Goodwill amortization...       13,933          14,422        14,641       14,011        13,521          15,157
                           ----------      ----------    ----------   ----------    ----------      ----------
Operating income........       54,930         123,381       225,965       91,526        76,638         150,711
Interest income.........          638             639           638          638           638             639
Interest expense........      (13,638)        (17,639)      (13,638)     (13,638)      (10,489)         (9,140)
Other income
  (expense).............        1,824            (386)       (9,349)      (7,707)           --             (29)
                           ----------      ----------    ----------   ----------    ----------      ----------
Income before partner
  distributions and
  benefits..............   $   43,754      $  105,995    $  203,616   $   70,819    $   66,787      $  142,181
                           ==========      ==========    ==========   ==========    ==========      ==========
</Table>

     We normally expect our net revenues, which are revenues after deducting
reimbursables and sub-contractor expenses, to be relatively lower in the first
and second quarters of the year compared to our third and fourth quarter
primarily due to increased vacation and holiday hours in our Americas and EMEA
theatres. For these and other reasons, we can experience variability in our
results of operations from quarter to quarter.

     The impact of the typical seasonal factors in the second quarter of fiscal
year 2001 was minimized due to net revenue growth that continued through the
third quarter of fiscal year 2001, primarily driven by our clients continuing to
explore electronic business and new technology solutions. In the fourth quarter
of fiscal year 2001 and continuing into the first quarter of fiscal year 2002
net revenues were negatively impacted by the slowdown in economies worldwide
reducing demand for our services and contributing to increased competition. Net
revenues increased in the second quarter of fiscal year 2002, despite the
negative impact of these non-seasonal factors continuing to depress net revenues
in some countries. This increase in net revenues was driven primarily by the
growth in engagements from the continued restructuring of governmental entities
in our EMEA theatre and the demand led by the local need for business change in
the Japanese market.

     Costs of services as a percentage of net revenues in the first through
fourth quarter of fiscal year 2001 was 67%, 64%, 62% and 64% and in the first
and second quarters of fiscal year 2002 was 67% and 63%, respectively. Our cost
of services as a percentage of net revenues is typically higher in the first two
quarters of our fiscal year due to the seasonal amount of vacation and holiday
hours in our Americas and EMEA theatres.

     Gross margin as a percentage of net revenues in the first through fourth
quarter of fiscal year 2001 was 33%, 36%, 38% and 36% and in the first and
second quarters of fiscal year 2002, 33% and 37%, respectively.

                                        68
<PAGE>

     In the third quarter of fiscal year 2001 and the first and second quarters
of fiscal year 2002 the decrease in selling, general and administrative expenses
relative to the other quarters was primarily due to lower expense for provision
of doubtful accounts receivable and the positive effect of the cost efficiency
initiatives that we implemented as demand for our services fell. In the fourth
quarter of fiscal year 2001, the increase in selling, general and administrative
expenses was primarily due to an increase in our expense for provision of
doubtful accounts receivable and an increase in costs allocated to us from the
PricewaterhouseCoopers firms.

     Operating income as a percentage of net revenues in the first through
fourth quarters of fiscal year 2001 was 4%, 8%, 14% and 6% and in the first and
second quarters of fiscal year 2002, 6% and 11%. The significant increase in
operating income as a percentage of net revenues in the third quarter of fiscal
year 2001 and the second quarter of fiscal year 2002 was primarily due to the
combined impact of the decreases in cost of services as a percentage of net
revenues and reductions in selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Our balance of cash and cash equivalents was $145 million at December 31,
2001, a decrease of $35 million or 32% from June 30, 2001. The balance of cash
and cash equivalents was $74 million at June 30, 2000 and $110 million at June
30, 2001, an increase of $36 million or 49%. These balances only reflect the
management consulting and technology services businesses in the
PricewaterhouseCoopers network that are operated through legal entities that are
separate and distinct from the other PricewaterhouseCoopers businesses in the
same country or region or are in accounts that are used exclusively by
management consulting and technology services businesses in the
PricewaterhouseCoopers network. Historically, we have funded our liquidity and
capital requirements in most countries or regions from positive cash flow
generated by our operations, from the cash flow generated by the other
PricewaterhouseCoopers businesses as well as borrowings under credit facilities,
including credit facilities of PricewaterhouseCoopers firms.

     Net cash provided by operating activities totaled $376 million and $438
million for the six months ended December 31, 2000 and 2001, respectively, and
$366 million, $583 million and $781 million for fiscal year 1999, fiscal year
2000 and fiscal year 2001, respectively. Net cash provided by operating
activities is driven by our ability to generate cash from our normal business
activities. Net cash provided by operating activities increased between fiscal
years and between interim periods primarily because of the reduced growth in
accounts receivable and unbilled receivables as our revenues declined.

     Our investing activities have consisted primarily of acquisitions of
property and equipment. Net cash used in purchase of property and equipment was
$84 million and $36 million for the six months ended December 31, 2000 and 2001,
respectively, and $51 million, $77 million and $117 million for fiscal years
1999, 2000 and 2001, respectively. We anticipate a cash outflow of approximately
$40 million and $123 million for capital expenditures for the six months ended
June 30, 2002, and fiscal year 2003, respectively. We expect our capital
expenditures in fiscal year 2003 to be used primarily for technology hardware
and software and other general corporate purposes.

     Net cash used in financing activities totaled $253 million and $367 million
for the six months ended December 31, 2000 and 2001, respectively, and $261
million, $446 million and $649 million for fiscal year 1999, fiscal year 2000
and fiscal year 2001, respectively. Historically, the most significant cash
outflow has been through the activity in the PwC Network investment account,
which totaled $448 million and $322 million for the six months ended December
31, 2000 and 2001, respectively, and $486 million, $669 million and $452 million
for fiscal year 1999, fiscal year 2000 and fiscal year 2001, respectively. The
cash flows through the PwC Network investment account represent distributions
and other transactions with our partners as well as settlement of liabilities
among the various PricewaterhouseCoopers firms. The PwC Network investment
account will be transferred to additional paid-in capital upon our separation.

     Our working capital was $419 million, $315 million and $201 million at June
30, 2000 and 2001 and December 31, 2001, respectively. Changes in working
capital are affected by, among other things, the timing of distributions to our
partners and levels of business activities. Working capital at December 31, 2001
reflects

                                        69
<PAGE>

the effects of distributions routinely held back from our partners until the
last quarter of the calendar year and the decrease in our revenues.

     The following are our obligations under long-term debt agreements and
operating leases for the next five fiscal years and thereafter at June 30, 2001:

<Table>
<Caption>
                                                      PAYMENT DUE BY PERIOD
                          -----------------------------------------------------------------------------
                                                         (IN THOUSANDS)
                                                             TWO TO THREE    FOUR TO FIVE
CONTRACTUAL OBLIGATION       TOTAL       ONE YEAR OR LESS       YEARS           YEARS        THEREAFTER
----------------------    -----------    ----------------    ------------    ------------    ----------
<S>                       <C>            <C>                 <C>             <C>             <C>
Long-term debt.......     $    56,394       $    6,506       $    22,248      $   25,935      $  1,705
Operating leases.....         272,995           52,826            70,138          56,004        94,027
Total contractual cash
  obligations........         329,389           59,332            92,386          81,939        95,732
</Table>

     Our allocated debt included in the balance sheet caption "Amounts due to
the PwC Network" was $409 and other allocated amounts generally representing
accounts payable, accrued payroll and other accrued liabilities was $604 at
December 31, 2001.

     After the closing of this offering, we will no longer receive additional
funding from the PricewaterhouseCoopers firms or have access to additional
borrowings under credit facilities of the PricewaterhouseCoopers firms. We
anticipate that the PricewaterhouseCoopers network of firms will retain and thus
not transfer to us liabilities related to allocated debt. We anticipate that
amounts that will remain due to the PricewaterhouseCoopers firms related to
accounts payable, accrued payroll and other accrued liabilities will be in the
range of $500 million to $700 million after our separation.

     Our primary future cash needs on a recurring basis will be for working
capital, including amounts that will be due to the PricewaterhouseCoopers
network of firms for allocated accounts payables, accrued payroll and other
accrued liabilities, capital expenditures and debt service. We also anticipate
incurring separation and transaction expenses as described above in the first
twelve months after the closing of this offering. In addition, we may use cash
to acquire, directly or indirectly, management consulting and technology
services businesses in some countries and may make loans to our partners for
individual tax liabilities incurred as a result of the separation. We believe
that our cash flows from operations, net proceeds from the sale by us of our
Class A common shares in this offering, any cash transferred to us as part of
our separation and available borrowings under our expected credit facilities
described below will be sufficient to meet our cash needs for the twelve months
after separation and for the foreseeable future thereafter. If our cash flows
from operations are less than we expect or our cash requirements are greater
than we expect, we may need to incur additional debt. Our ability to fund our
cash requirements will depend on our ability to generate cash in the future,
which is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. In addition, although
we currently have no specific plans, we may from time to time incur additional
debt for general corporate purposes, such as acquisitions.

     Following our separation, we expect to enter into a revolving credit
facility or facilities to be available as necessary for working capital needs
and other general corporate purposes, including an alternative source of
liquidity in the event our cash generated from operations is lower than
currently expected. We have not yet entered into an agreement with respect to
any revolving credit facility. Our existing indebtedness is unsecured and we
currently expect that any credit facility will be unsecured and have variable
interest rates as well as customary restrictions, covenants and events of
default for unsecured facilities of this type. We do not expect compliance with
the covenants to materially affect our operations. Assuming an average
outstanding short-term debt balance of $250 million, the midpoint of the maximum
available credit assuming a $500 million credit facility we expect to enter
into, a one percentage point increase in the average interest rate on the
obligations, also effective for an entire year, would increase pre-tax interest
expense, and reduce pre-tax income, by $2.5 million. We have not yet determined
the total size of the credit facility or facilities into which we will enter.

                                        70
<PAGE>

     We are evaluating our capital structure and the effect that our separation
will have on our capital structure. We anticipate that once our separation is
complete, after considering the amount of proceeds from this offering, the
amounts due to the PricewaterhouseCoopers network of firms, the deferred tax
effects of this offering and the transformation of our business from a
partnership to a corporate structure and other items, our capital structure at
separation will be sufficient to support our level of operations in the
foreseeable future.

     As we pursue our growth initiatives, develop new solution areas and service
offerings and respond to changes in the business environment and competitive
pressures, including acquiring businesses or technologies, we may need to raise
additional funds through public or private debt or equity financings. As noted
above, we may need additional funds to satisfy our cash requirements, however,
we cannot assure you that these funds will be available on acceptable terms, or
at all. Future indebtedness may impose restrictions and covenants on us and
could limit our ability to respond to changing market conditions, to fund
unplanned capital investments or capitalize on business opportunities. Our
existing short and long-term borrowings are not collateralized. We may be
required, however, to provide collateral on future borrowings.

LEGAL PROCEEDINGS

     We believe there is no litigation pending that could have, individually or
in the aggregate, a material adverse effect on our financial position, results
of operations or cash flows. Please see "Business -- Legal Proceedings" for a
more detailed discussion of legal proceedings.

RISK MANAGEMENT

     MARKET RISK.  We are exposed to market risks associated with changes in
foreign currency exchange rates, changes in interest rates and changes in
marketable security equity prices as well as credit risks from client trade
receivables. We are not engaged in the trading of financial instruments,
derivative instruments or currency. Accordingly, our market risks arise in the
ordinary course of business. Our market risk management and strategy is
regularly reported to our senior executives.

     FOREIGN CURRENCY EXCHANGE RISK.  We have foreign currency risk arising
through the translation of local currency financial statements into our combined
United States dollar financial statements. This risk is not currently hedged. We
may consider hedging our investments in our foreign operations in the future but
have no current plans to do so. Historically, we have had minimal exposure in
the normal course of our business to changes in foreign currency exchange where
we settle payments among firms in the PricewaterhouseCoopers network. We have
entered into some foreign currency transactions for contracts or debt
transactions that are based in a currency other than the local currency of our
business entering into the transactions or United States dollars. Such
transactions, however, have not been significant to our results of operations.
We typically have not entered into significant foreign exchange hedge positions
on foreign currency transactions.

     After our separation, we will be managing our cash and the associated
foreign currency risks on a centralized basis. We are currently developing
policies and procedures addressing cash management, cross border expenses and
settlements, and use of derivatives that we will utilize after our separation.
We anticipate that we will use forward foreign exchange contracts and purchases
of foreign currency options to selectively hedge our foreign currency
transactions. The purpose of such anticipated hedging activities will primarily
be to minimize the effect of foreign exchange rate movements on the cash flows
and expenses of our foreign operations.

     If foreign currency exchange rates had appreciated against the United
States dollar by 10% at December 31, 2001, the fair value of our net financial
instruments would have increased by approximately $60 million. Conversely, if
foreign currency exchange rates had depreciated against the United States dollar
by 10% at December 31, 2001, the fair value of our net financial instruments
would have decreased by approximately $49 million.

                                        71
<PAGE>

     INTEREST RATE RISK.  The interest rate risk associated with our borrowing
and investing activities during the past three fiscal years and for the six
months ended December 31, 2001, is not material to our results of operations. We
have not determined whether we will use derivative financial instruments to
alter interest rate characteristics in the future. As we evaluate our capital
structure, level of borrowings and financial position as a public company, we
will consider the need for the use of derivative financial instruments.

     EQUITY PRICE RISK.  We have approximately $2 million of marketable equity
securities at December 31, 2001 that are subject to market price volatility.
These securities are classified as available-for-sale securities and are
recorded in our combined balance sheet at fair value with unrealized gains or
losses reported within the PwC Network investment account. We also hold private
or restricted stock investments. Our marketable equity securities and private
and restricted stock investments are subject to the risk of a decline in the
fair value of those investments below cost that is considered to be other than
temporary. In that case, we would suffer a realized loss for the reduction in
value of those securities. At December 31, 2001, the value of our privately held
securities amounted to approximately $5 million.

     CREDIT RISK.  In the ordinary course of business, we are exposed to credit
risk from clients, which is managed by our trade credit policy and regular
monitoring for exposures. Credit risk from accounts receivable historically has
been limited due to the number of clients and broad geographic diversification
of our client base. We have exposure in some foreign countries where the ability
to transfer cash out of the country is limited. We do not consider this exposure
to be significant to our results of operations.

EURO CONVERSION

     On January 1, 1999, eleven of the fifteen member countries of the European
Union established fixed conversion rates between their existing sovereign
currencies, the legacy currencies, and one common currency, the euro. The
participating countries adopted the euro as their common currency on January 1,
1999. The euro is now traded on currency exchanges and may be used in business
transactions. On January 1, 2002, the participating countries issued new
euro-denominated bills and coins. The legacy currencies are being withdrawn and
will cease to be legal tender effective June 30, 2002. During the period from
January 1, 1999, to June 30, 2002, parties may use as legal tender either the
euro or a participating country's legacy currency as legal tender.

     We have analyzed the impact of the euro conversion on our business in a
number of areas, including our information systems, service rates, finance and
banking resources, foreign currency management, contracts and accounting and
tax. We believe, based on information available at this time, that the
introduction of the euro has not materially impacted our financial position or
the results of our operations.

     We believe that the introduction of the euro and euro pricing creates a
downward effect on engagement pricing in the EMEA theatre as euro pricing is
more transparent and comparable between the countries. However, we have taken
advantage of euro selling opportunities from system implementation and design
projects that sometimes expand into more complete systems software migration.
Opportunities in non-euro countries, including the United Kingdom, may present
significant future growth opportunities should those countries decide to join
the European Union.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board approved Statements
of Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets," which are effective for us July 1, 2001
and July 1, 2002, respectively. SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Under SFAS 142, amortization of goodwill will cease. Goodwill amortization
amounted to $46,946, $54,911 and $57,007 for the fiscal years ended June 30,
1999, 2000 and 2001, respectively, and $28,355 and $28,678 for the six months
ended December 31, 2000 and 2001, respectively. In lieu of amortization, we will
be required to perform an initial impairment review of goodwill as of July 1,
2002, and an annual impairment review thereafter. We are in the

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<PAGE>

process of studying the effects of the application of SFAS 142 and cannot
predict at this time whether or not a material impairment charge will be
recorded.

     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations for a
Disposal of a Segment of a Business." SFAS 144 is effective for PwC Consulting
beginning July 1, 2002. We do not expect that the adoption will have a
significant impact on our results of operations.

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<PAGE>

                                    BUSINESS

OVERVIEW

     We are one of the world's leading providers of management consulting and
technology services. We help our clients pursue and implement key strategic,
process and technology initiatives designed to enhance their growth,
profitability and competitiveness. We believe that one of our core strengths is
our ability to integrate our strategic advice with our business and technology
skills and services to help our clients achieve measurable results.

     Our clients include many of the world's largest and most successful
organizations. In fiscal year 2001, we performed services generating revenues
after deducting reimbursables and subcontractor costs, which we refer to as net
revenues, in excess of $500,000 for approximately:

      --   45% of the 2001 Fortune Global 500,

      --   74% of the 2001 Fortune Global 50 and

      --   82% of the 2001 European Financial Times 50.

     Our clients also include many of the world's largest governments and their
respective agencies. We also serve smaller businesses, governmental agencies and
other organizations. Our net revenues for fiscal year 2001 were approximately $6
billion, and our net revenues for the six month period ended December 31, 2001,
were approximately $2.7 billion.

     We operate globally with a consistent approach to serving our clients,
which allows us to execute complex engagements on a global, regional and local
basis. We achieve our consistent approach through the application of our common
methodologies, training programs and our operating model described below. Upon
our separation, we expect to have over 32,000 employees with offices in 52
countries or territories, allowing us to combine our industry and service area
expertise with knowledge of a region's language, people and culture.

     We principally track and manage our business according to the four
geographic areas listed below, which we refer to as theatres. Within these
geographic theatres, each member of our client service staff specializes in one
of our five industry groups, which include 20 industry sectors. Each member of
our client service staff also specializes in one of seven core service areas,
which we refer to as our solution areas.

                              GEOGRAPHIC THEATRES

<Table>
<Caption>
  AMERICAS                       EMEA                           ASIA PACIFIC           SOACAT
-------------  -----------------------------------------  -------------------------  -----------
<S>            <C>                  <C>                   <C>                        <C>
Canada         Austria              Nigeria               Australia                  Argentina
Mexico         Belgium              Norway                People's Republic of       Brazil
United States  Czech Republic       Pakistan              China                      Chile
               Denmark              Poland                Hong Kong                  Colombia
               Finland              Portugal              Indonesia                  Venezuela
               France               Russia                Japan
               Germany              Saudi Arabia          Korea
               Hungary              South Africa          Malaysia
               Iceland              Spain                 New Zealand
               Republic of Ireland  Sweden                Philippines
               Italy                Switzerland           Singapore
               Kenya                Turkey                Taiwan
               Latvia               Ukraine               Thailand
               Lebanon              United Arab Emirates
               Lithuania            United Kingdom
               Netherlands          Zimbabwe
</Table>

                                        74
<PAGE>

                                INDUSTRY GROUPS

<Table>
<Caption>
                                                                          INFORMATION,
                             GOVERNMENT             FINANCIAL            COMMUNICATIONS          ENERGY
       PRODUCTS             AND SERVICES            SERVICES            AND ENTERTAINMENT     AND UTILITIES
-----------------------  ------------------   ---------------------  -----------------------  -------------
<S>                      <C>                  <C>                    <C>                      <C>
Pharmaceuticals          Government           Banking                Communications           Oil and Gas
Consumer Packaged Goods  Defense              Capital Markets        Entertainment and Media  Utilities
Technology               Aviation             Insurance              Hospitality and Leisure  Mining
Industrial Products      Posts and Surface    Investment Management
Automotive                 Transport
Retail
</Table>

                                 SOLUTION AREAS

<Table>
<Caption>
            DEVELOP                           DELIVER                           OPERATE
--------------------------------  --------------------------------  --------------------------------
<S>                               <C>                               <C>
Strategic Change                  Customer Relationship Management  Application Management and
                                  Financial Management                Business Process Management
                                  Human Capital
                                  Supply Chain and Operations
                                  Information Technology
</Table>

We provide our clients with solutions to their challenges by building teams that
combine industry-specific knowledge with expertise in our core solution areas.

     Until our separation from the PricewaterhouseCoopers network of firms,
which will occur immediately prior to the closing of this offering, our business
will continue to be part of the management consulting and technology services
businesses of PricewaterhouseCoopers firms around the world as described under
"Summary--Our Relationship with the PricewaterhouseCoopers Network of Firms."

AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION AND THE IMPACT ON OUR BUSINESS

     Because the PricewaterhouseCoopers network of firms performs audit services
for many of our current and prospective clients and industry vendors, we are
currently restricted from performing services for some clients and implementing
some of our growth strategies. Some audit clients have policies against using
their audit firm to provide significant non-audit services, such as management
consulting and information technology services. We also have been limited in our
ability to form alliances or joint ventures with, provide outsourcing services
to, or enter into contingent fee or risk-sharing arrangements with audit clients
of PricewaterhouseCoopers firms. As of March 2002, PricewaterhouseCoopers' audit
clients included approximately:

      --   25% of the 2001 Fortune United States 500,

      --   24% of the companies listed on the New York Stock Exchange and

      --   17% of the companies listed on the NASDAQ National Market.

     In June 2000, the Securities and Exchange Commission proposed new rules
regarding auditor independence and a rule requiring most public companies to
disclose in their annual proxy statements information such as fees related to
the non-audit services provided by their auditor during the most recent fiscal
year. Final rules based on this proposal became effective in February 2001.
Beginning in late 2000, we began experiencing an increase in the number of
clients that either limit our opportunities to bid for new engagements or
prohibit us entirely from bidding for new engagements because they are audited
by a PricewaterhouseCoopers firm. In addition, some of our existing engagements
with PricewaterhouseCoopers audit clients have been reduced in scope. These
clients have been primarily United States and foreign
                                        75
<PAGE>

companies with securities listed or traded on United States securities markets,
although we are now experiencing increased independence-related constraints
outside the United States as well.

     The recent high profile bankruptcy filing by the Enron Corporation has
increased further the attention boards of directors and the marketplace pay to
auditor independence. In the Enron situation, governmental authorities and the
media are investigating whether the management consulting fees paid to Arthur
Andersen compromised its role as Enron's independent auditor. The independence
disclosure rules and the fallout from the perceived conflicts of interest in the
Enron situation are significantly limiting our ability to compete. For example,
of our approximately 100 strategic clients, which are described below, 38
clients are PricewaterhouseCoopers' audit clients. Of these, as of March 2002,
22 clients have informed us that they will limit our services or that they will
not be hiring us for new engagements while we are a part of the
PricewaterhouseCoopers network of firms due to independence-related concerns.
Services provided to these 22 clients represented approximately 8% of our net
revenues for fiscal year 2001. In addition, the PricewaterhouseCoopers firms are
gaining additional audit clients due to the difficulties faced by Arthur
Andersen. For example, as of March 25, 2002, Arthur Andersen had lost 17 clients
that are included in the Standard & Poor's 500 Index since the beginning of the
year. PricewaterhouseCoopers LLP, the United States firm, gained seven of these
companies as audit clients. Accordingly, we believe that our separation from the
PricewaterhouseCoopers network of firms as a result of this offering will
provide significant growth opportunities for our business. Our ability to
capitalize on these opportunities will depend, among other things, on the
successful maintenance or, in some cases, reestablishment of our relationships
with these clients and obtaining new engagements from these clients on a timely
basis.

INDUSTRY OPPORTUNITY

     In the last decade, the pace of change in the global business environment
has increased dramatically, creating enormous challenges and opportunities for
companies globally. Numerous forces have driven these changes including:

      --   the rapid development and implementation of new technologies,

      --   the advent and commercialization of the Internet,

      --   increasing globalization of markets and

      --   a global economic expansion followed by a recession.

     To enhance their competitive position in this increasingly complex global
marketplace, companies have been forced to re-evaluate their businesses
constantly, which has increased the demand for management consulting and
technology services worldwide. We believe that these forces of change will
continue to accelerate in the next decade and increase the demand for the
integrated global consulting and technology services that we offer. While the
slowing global economy has softened current demand for consulting and technology
services, we believe businesses in most industries are under increasing pressure
to take proactive steps to change and differentiate themselves to take advantage
of any improvement in market conditions. These changes include more efficient
communication, both internally with employees and externally with customers and
suppliers, more efficient management of supply chains and better management of
risks.

     To help implement these changes, we believe clients increasingly will
demand that service providers deliver strategic advice integrated with
comprehensive technology solutions and outsourcing capabilities that create
lasting and significant change throughout their organizations. To do this, we
believe that management consulting and technology services providers must have
the ability to:

      --   deliver a wide range of services across the world,

      --   stay ahead of industry and technology trends,

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<PAGE>

      --   manage complexity across various industries, service offerings and
           geographies,

      --   have access to capital to create market-ready solutions and

      --   combine the right set of solutions to fit their clients' business
           strategies.

We believe that service providers who bring these capabilities to the
marketplace will succeed in helping clients capitalize on opportunities created
by the changes in an increasingly complex global marketplace.

OUR COMPETITIVE STRENGTHS

     We develop and implement solutions for some of the world's largest and most
successful businesses and organizations. We combine our extensive
industry-specific and solution area expertise with our knowledge of a region's
people, language and culture. We have relied on a number of competitive
strengths to achieve our success, including the strengths described below.

     LONG-TERM, DEEP CLIENT RELATIONSHIPS

     We have strong client relationships with senior executives at many of the
world's leading businesses and organizations. Based on a survey of most of our
strategic account relationship partners in late 2001, we estimate that we have
served approximately 60% of our strategic clients for over five years and
approximately 40% of our strategic clients for over ten years. We believe that
part of our success in building these enduring relationships is due to our
flexible and collaborative approach to engagements. We tailor our approach to
each client's needs and form integrated teams with our client service staff to
transfer knowledge to and enhance our long-term relationships with our clients.

     ACCOUNT RELATIONSHIP MANAGEMENT

     We believe that one of our strengths is our account relationship management
program, which assigns the proper business development resources to each of our
clients and prospective clients. We implemented this program in 2000 to enhance
our client relationships in anticipation of our separation from the
PricewaterhouseCoopers network. For those clients that we expect will provide us
with a substantial amount of revenues in the future, we dedicate at least one
relationship partner and also devote a considerable amount of other resources to
manage the relationship. We refer to these clients as our strategic clients, of
which we currently have approximately 100. We also devote considerable business
development resources to other clients for whom we expect to provide significant
services in the future, which we refer to as our managed clients. We currently
have over 300 managed clients. We also allocate, as appropriate, business
development resources to our other clients, whom we refer to as our portfolio
clients, depending on our expectations of future work. Many of these clients are
developing or emerging companies which we believe have high potential needs for
our services.

     INTEGRATED APPROACH TO SERVING CLIENTS

     We believe that one of our core strengths is our ability to integrate our
strategic advice with our business and technology skills and services to help
our clients achieve measurable results. This integrated approach allows us to
use our extensive industry and solution area expertise to create and implement
strategies and solutions that are designed to achieve well-defined, specific
objectives. We believe our approach enhances the impact that our services have
on our clients, while strengthening our relationships with them.

     HIGH QUALITY ALLIANCE RELATIONSHIPS

     We have strategic alliance relationships with seven leading technology
providers, which are relationships that we believe add significant value to our
solutions and to our clients. The companies with which we have strategic
alliances frequently recognize us for the value we bring to our mutual clients
and customers. We
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<PAGE>

currently have strategic alliance relationships with Oracle Corporation,
PeopleSoft, Inc., SAP AG and Siebel Systems, Inc., which are software providers,
Hewlett-Packard Company and Sun Microsystems, Inc., which are hardware and
software providers, and Electronic Data Systems Corporation, which is a provider
of information technology services. Our strategic alliances also provide us with
important leads regarding new projects and engagements. We believe that our
alliance relationships provide us with insight into emerging technologies and
solutions. In addition, we work with these companies to develop new solutions
and services. We also have a number of important relationships, which we refer
to as our managed alliances, that are typically with technology providers whose
products and services have gained acceptance with our clients.

     DIVERSIFICATION ACROSS GEOGRAPHIC THEATRES AND INDUSTRIES

     We believe our diversification across geographic theatres and industries
will allow us to take advantage of new opportunities in changing markets as well
as more effectively deploy our resources in response to industry and regional
cycles. For example, we estimate that none of our five industry groups provided
more than approximately 33% of our net revenues for fiscal year 2001. In
addition, our engagements are well-balanced between our United States, Canada
and Mexico theatre and our Europe, the Middle East and Africa theatre, with net
revenues from these geographic theatres representing approximately 52% and 36%,
respectively, of our net revenues for fiscal year 2001. We also have businesses
in Asia Pacific and South America and Central America, which we believe are
areas that offer us growth opportunities. In addition, we believe that France
and Italy provide us with an opportunity to grow our European business.

     CONTINUOUS INNOVATION

     We seek to continuously offer innovative solutions that anticipate
industry, business and technology trends and that help businesses to become more
competitive and profitable. Internally, we foster a culture of collaboration,
continuous skill development and knowledge sharing among our client service
staff to create an atmosphere that stimulates innovation. As a result, we
believe our client service staff have the flexibility, knowledge and skills to
quickly adapt our solutions to new market trends. We also have a formal process
for creating and marketing new offerings that solve specific business problems,
often across geographies, industries or sectors. We call these offerings
solution sets and believe they help transform the way many of our clients do
business. We nurture these solution sets by devoting resources and assigning
development responsibilities to specific partners. We also actively collaborate
with our clients and use our alliance relationships to help develop new
approaches, strategies and solutions in a cost-effective manner.

     STRONG FOCUS ON SKILL DEVELOPMENT AND KNOWLEDGE SHARING

     We believe the building, renewing and sharing of knowledge, skills and
experiences among our client service staff across our global business is
critical to continuous innovation and the provision of consistent, quality
services to our clients. To perpetuate and foster this strength, we develop
common methodologies and frameworks, shared work product and standardized
training programs for key business processes that may be replicated across
geographies, industries and engagements. We have extensive programs and
technologies to capture and share knowledge among our employees, such as our
dedicated knowledge management employees whose responsibilities include
identifying and disseminating examples of innovative services and materials
throughout our organization. Approximately 190,000 documents are continuously
available to our client service staff globally. Approximately 1,000 new
documents, on average, are added to these knowledge sharing repositories each
month. We are committed to the on-going development of our client service staff.
Our investment in fiscal year 2001 included over 1,600,000 hours of live
training and over 1,000,000 hours of remote and self-paced learning, including
programs delivered through our ecademie online learning system, as well as
thousands of hours of informal training and knowledge sharing.

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<PAGE>

     EXPERIENCED AND MOTIVATED MANAGEMENT TEAM

     Our global management team has an average of 25 years of experience in the
management consulting and technology services industry and an average of 20
years of tenure with a PricewaterhouseCoopers or predecessor firm. Most of these
team members have long relationships with other team members, whether through
their current positions or as a result of working together on engagements and
other matters. After the closing of this offering, we will continue to use the
title "partner" and preserve our client relationship and engagement management
practices that support our collaborative, innovative culture. All of our
partners will continue to hold substantial equity in us following the closing of
this offering, which will help preserve the alignment of interests and sense of
ownership and reward that have been a part of our partnership culture. Together,
our partners, following the closing of this offering, will hold approximately
     % our Class A common shares, calculated assuming all PwC Consulting SCA
Class I shares and all exchangeable shares issued by our subsidiaries have been
redeemed or exchanged into our Class A common shares and all Class A common
shares underlying restricted share units have been delivered.

OUR GROWTH STRATEGY

     We are committed to becoming the global service provider of choice for
clients seeking to transform their businesses to become more profitable and
competitive. To transform a business, we feel that we must help a client realize
significant and lasting change throughout its organization or within an
important functional area. To become the global service provider of choice, we
are pursuing the growth initiatives described below.

     DELIVER COMPREHENSIVE SOLUTIONS TO OUR CLIENTS

     We continuously look for opportunities to provide our clients with
comprehensive strategies and solutions, particularly those that help transform
businesses and organizations. To accomplish this objective, we actively review
our clients and potential clients to determine where we believe the most
significant opportunities exist to provide these services. We devote
considerable resources to understand and focus on this client base, which we
view to be important to our business. To maximize our ability to develop
comprehensive strategies and solutions to these clients, we deploy teams of
client service staff led by industry-oriented relationship partners supported by
colleagues with skills that span all of our solution areas. We believe that our
focus on increasing, developing and penetrating this client base is important to
our growth as well as our ability to provide services that transform our
clients.

     PURSUE THE BENEFITS OF INDEPENDENCE

     Because of our affiliation with the auditing practice of the
PricewaterhouseCoopers network of firms, audit clients of PricewaterhouseCoopers
firms are increasingly limiting or denying us opportunities to provide our
services to them. Following the closing of this offering, we will be free to
pursue the following business strategies:

         --   providing more services to existing and prior clients that have
              limited our services due to our ownership by the
              PricewaterhouseCoopers network of firms,

         --   seeking opportunities at companies and organizations that are
              audited by a PricewaterhouseCoopers firm, but which are not recent
              or current clients due, in part, to our ownership by the
              PricewaterhouseCoopers network of firms,

         --   forming joint ventures and strategic alliances with leading
              technology service providers that are currently audited by a
              PricewaterhouseCoopers firm,

         --   considering, where appropriate, new types of fee arrangements with
              clients that are audited by a PricewaterhouseCoopers firm, such as
              arrangements where we would receive a share of cost savings
              realized as a result of our work and

         --   pursuing opportunities to provide outsourcing services to business
              and organizations that are audited by a PricewaterhouseCoopers
              firm.

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<PAGE>

We believe that our separation from the PricewaterhouseCoopers network of firms
will provide us with the opportunity to grow our business and compete for
engagements with clients where we were previously constrained by
independence-related issues.

     EXPAND OUR APPLICATION MANAGEMENT AND BUSINESS PROCESS MANAGEMENT SERVICES

     We believe organizations will increasingly seek a service provider capable
of operating, either through its own resources or through alliances, significant
parts of the solution that the service provider has designed and implemented. To
meet this need, we plan to grow our existing application management services
business, where we perform ongoing maintenance and development services for
important software applications, such as enterprise resource planning systems,
which control functions such as financial reporting and human resources. We also
plan to grow our business process management services, which are services
provided to a business or organization in which entire processes, like
accounting and financial reporting systems, are administered and operated by a
service provider. According to a market research report published by Gartner,
Inc. in January 2002, the market for business process management services
relating to administration, human resources and finance is expected to grow from
approximately $60 billion in 2001 to approximately $111 billion in 2005, a
compound annual growth rate of 16.6%. In addition, once free of
independence-related constraints, we will explore forming new strategic
alliances with key providers of capital-intensive technology outsourcing
services. Our goal is to provide our outsourcing services, which are in the
initial stages of development, in conjunction with our other solutions, so that
we provide a complete set of integrated services and solutions to our clients,
allowing us to manage the entire lifecycle of a project.

     EXPAND OUR OTHER SERVICE OFFERINGS

     In addition to growing our outsourcing business, we also intend to grow
other existing service offerings. These service offerings include the offerings
described below.

      --   BROADEN AND DEEPEN OUR SYSTEMS INTEGRATION SERVICES.  An important
           part of many of our business solutions is the use of systems
           integration services. Systems integration is the engineering of
           hardware, operating systems and software to perform specific tasks
           and functions. We believe that the integration of legacy computer
           systems and newer packaged software products with automated internal
           and external communication systems is critical to the success of many
           of our clients. The growth of our application management services,
           for example, will be enhanced by the expansion of our systems
           integration capabilities. We plan to grow these resources by
           attracting and retaining highly qualified client service staff and
           aggressively pursuing relationships with cost-effective data
           processing and software programming companies that complement our
           systems integration services and help us serve our clients.

      --   INVEST IN SOLUTION SETS.  Our business is principally about the
           delivery of value-creating ideas and solutions to our clients. We
           invest in our solution set program to develop these new ideas. When
           we identify a solution that has significant potential for our
           clients, particularly across multiple geographic theatres and
           industry sectors, we invest resources to cultivate the new solution,
           often in collaboration with our clients or through our alliance
           relationships. As concepts are developed, we create a new offering,
           or solution set, for distribution and use by the appropriate parts of
           our organization. For each solution set, there is a partner who has
           the responsibility to develop the offering through an organized
           development cycle and to market these solution sets across multiple
           geographic theatres and industry sectors. We believe our approach
           allows us to offer advanced solutions to our clients in a timely and
           cost-effective manner.

     IMPROVE OPERATIONAL EFFICIENCY

     We believe that our transition from a series of legally separate firms
within the PricewaterhouseCoopers network of firms into a single integrated
organization will provide us with significant opportunities to reduce
overlapping functions and business processes, particularly in Europe, and
outsource functions that are not critical to our operations. We expect that as
we replace the services we receive under the transition services agreements with
the PricewaterhouseCoopers firms, we will improve our ability to manage our
costs more

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<PAGE>

comprehensively and rigorously. To achieve improved management of our costs, we
intend to use our expertise and resources to further transform our internal
business processes and implement technology solutions to improve productivity
and profitability.

     INCREASE OUR ALLIANCE AND CLIENT COLLABORATION

     We believe that our most successful engagements are those that have a high
degree of collaboration among our clients, alliance relationships and us.
Following the closing of this offering, we plan to continue these collaborative
efforts to find cost-effective solutions that may be deployed to multiple
clients. We also believe that separation from the PricewaterhouseCoopers network
of firms will increase our ability to collaborate effectively with many of our
clients and industry vendors.

     INCREASE AWARENESS OF NEW BRAND

     Prior to this offering, we plan to change our legal name and begin
operating under a new brand name, which we intend to establish as a leading
management consulting and technology services brand. We expect to invest in the
promotion of our new brand through print, broadcast and Internet advertising and
other means of marketing. In connection with these activities, we plan to spend
approximately $110 million in the aggregate in fiscal years 2002 and 2003. We
believe that our branding strategy will help to reinforce the public awareness
of our separation from the PricewaterhouseCoopers network of firms and lead to
additional new business opportunities.

     CONTINUE TO DEVELOP OUR CLIENT SERVICE STAFF

     Our most valuable assets are our client service staff and the building,
renewing and sharing of knowledge, skills and experiences among them. We will
continue to focus on the development of our client service staff and the
implementation of a recruiting and training strategy designed to allow us to
realize our growth objectives. We seek to foster a collegial and collaborative
work environment that attracts the highest quality client service staff, who are
critical to maintaining our core strength of continuous innovation. To remain
competitive, we are committed to providing attractive compensation and long-term
incentives for our employees. We also will be increasing our skills and
capabilities in developing countries, such as China, which we believe will
improve the quality of our services while reducing our cost structure. We also
will devote significant resources to training, knowledge management and creating
reusable methodologies. Our goal is to maintain a flexible, motivated work force
with the capacity to support our other growth strategies.

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<PAGE>

OUR SERVICES

     We build our engagement teams by deploying client service staff with the
relevant industry background and solution area expertise. To cultivate industry
expertise, we structure our business around five industry groups that cover 20
distinct industry sectors. Our client service staff also develops experience in
one of our seven solution areas, which represent the core of our client
services. As more fully described below, we divide these seven solution areas
into three broad categories: develop, deliver and operate. The discussion in
this section describes the services we provide. The chart below shows how we
structure our business by geographic theatre and into industry groups and
solution areas categories.

                          [Operating Structure Chart]

     GEOGRAPHIC THEATRES

     While we track and manage our business according to the four geographic
theatres listed below, we operate globally with a consistent approach to serving
our clients. We achieve our consistent approach through the application of
common methodologies and training programs and our operating model. We believe
that a local presence allows us to understand the challenges and opportunities
that are unique to particular regions and countries. We are able to serve our
clients globally through our global account management structure and

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our relationship partners. Within geographic theatres, we have listed the
countries in which we currently have offices.

<Table>
<Caption>
  AMERICAS                       EMEA                           ASIA PACIFIC          SOACAT
-------------  -----------------------------------------  -------------------------  ---------
<S>            <C>                  <C>                   <C>                        <C>
Canada         Austria              Nigeria               Australia                  Argentina
Mexico         Belgium              Norway                People's Republic of       Brazil
United States  Czech Republic       Pakistan              China                      Chile
               Denmark              Poland                Hong Kong                  Colombia
               Finland              Portugal              Indonesia                  Venezuela
               France               Russia                Japan
               Germany              Saudi Arabia          Korea
               Hungary              South Africa          Malaysia
               Iceland              Spain                 New Zealand
               Republic of Ireland  Sweden                Philippines
               Italy                Switzerland           Singapore
               Kenya                Turkey                Taiwan
               Latvia               Ukraine               Thailand
               Lebanon              United Arab Emirates
               Lithuania            United Kingdom
               Netherlands          Zimbabwe
</Table>

Each of our geographic theatres is organized into our five industry groups and
seven solution areas. Within each of these theatres, we have industry leaders
and solution area leaders who report both to the head of the geographic theatre
and also to the global industry or solution area leaders. We believe this
approach allows us to balance the need for a global understanding of our
business with the efficiency and cost management advantages that result from
geographic accountability.

     Americas

     Our Americas theatre is comprised of the United States, Canada and Mexico.
The Americas theatre accounted for approximately 52% of our net revenues for
fiscal year 2001 and 49% of our net revenues for the six-month period ended
December 31, 2001. As of December 2001, we had approximately 15,000 partners and
employees in this theatre. Our business in this theatre has been adversely
impacted by the issues surrounding auditor independence and the Enron situation.
The Americas theatre has also been negatively affected by the general downturn
in the economy and the decline in technology spending that accelerated as a
result of the events of September 11, 2001. As a result of economic conditions,
our clients have focused on customer retention and improving profitability.
Because of these challenges, we believe our clients expect innovation and the
ability to increase value as a result of their investment in information
technology.

     We serve a wide variety of clients in our Americas theatre across all of
our industry segments. Our largest clients, in terms of net revenues for fiscal
year 2001, include many well-known names, such as the following:

<Table>
<S>                                        <C>
- American Express Company                 - J.C. Penney Company
- Chevron Texaco                           - Johnson & Johnson
- Citigroup, Inc.                          - United States Department of Defense
- General Motors Corporation               - Verizon
- Hewlett-Packard Company                  - The Walt Disney Company
</Table>

We provide a wide variety of services to our clients in this theatre, which
include services from all of our solution areas. Pursuant to our goal of
becoming the global service provider of choice for clients seeking to transform
their businesses, we seek engagements that involve helping clients realize
significant and lasting change.

                                        83
<PAGE>

     EMEA

     Our EMEA theatre is comprised of countries in Europe, the Middle East and
Africa. The EMEA theatre accounted for approximately 36% of our net revenues for
fiscal year 2001 and 39% of our net revenues for the six-month period ended
December 31, 2001. As of December 2001, we had approximately 16,000 partners and
employees in this theatre. The EMEA theatre has been negatively affected by
economic conditions in Europe and, to a lesser extent, by auditor independence
concerns. A key factor impacting our business in this theatre is Europe's
continuing development towards an economic common market and the corresponding
regulatory changes and increasing competitive forces facing our clients.
Governments also are facing new challenges caused by privatization and increased
outsourcing of services to private companies. In response to these challenges,
our clients increasingly are focused on reducing and controlling costs. We
believe that the wide scope of our services will allow us to assist clients with
these needs. We also believe that the rapid development of the economies of
Eastern Europe and Russia will provide us with an opportunity for the
development of low-cost data processing and software programming resources in
those countries.

     We serve a wide variety of clients in our EMEA theatre across all of our
industry segments. Our largest clients, in terms of net revenues for fiscal year
2001, include many well-known names, such as the following:

<Table>
<S>                                        <C>
- Allianz AG                               - GlaxoSmithKline plc
- Cadbury Schweppes                        - Lloyds TSB
- ExxonMobil                               - Telefonica S.A.
- Fiat                                     - UBS AG
- France Telecom                           - UK Ministry of Defence
</Table>

     We believe that we develop strong relationships with many of our clients by
understanding their business needs and by helping them to address these needs by
providing a wide range of management consulting and technology services from all
of our solution areas.

     Asia Pacific

     Our Asia Pacific theatre is comprised of Japan, Australia, Korea, China,
New Zealand and other countries in East Asia. The Asia Pacific theatre accounted
for approximately 8% of our fiscal year 2001 net revenues and 9% of our net
revenues for the six-month period ended December 31, 2001. As of December 2001,
we had approximately 5,000 partners and employees in this theatre. While we have
offices in all major commercial centers in this region, our practice in this
theatre is currently concentrated in Japan and Australia. As a result of China's
recent entry into the World Trade Organization, we view the Asia Pacific theatre
as an emerging market that presents a number of growth opportunities for our
business. Additionally, we are expanding our presence in selected countries
which we view as providing us access to low cost data processing and software
programming capabilities.

     Our clients in this theatre include businesses of global multinational
corporations as well as significant regional, national and governmental
organizations. We believe we help our clients by bringing both a global
understanding of business processes and procedures and a deep understanding of
issues and solutions facing organizations operating in Asia Pacific. Some of our
largest clients in this theatre, in terms of net revenues for fiscal year 2001,
include Sony, Toyota and Telstra.

     SOACAT

     Our SOACAT theatre is comprised of countries in South America and Central
America. The SOACAT theatre accounted for approximately 2% of net revenues for
both fiscal year 2001 and the six-month period ended December 31, 2001. As of
December 2001, we had approximately 1,000 partners and employees in this
theatre. Our practice in this theatre had been adversely affected by the
Argentine economic crisis and by independence-related issues, especially in
Brazil. We continue to believe, however, that there will be strategic
opportunities for us in this theatre following our separation, including the
development of low cost data processing and software programming capabilities.

                                        84
<PAGE>

     Our largest clients, in terms of net revenues for fiscal year 2001, in this
theatre include businesses of global multinational corporations, such as Zurich
Financial and Sony, as well as significant regional, national and governmental
organizations, such as Telecom Argentina, Souza Cruz and Ambev. We believe we
help our clients by bringing both a global understanding of business processes
and procedures and a deep understanding of issues and solutions facing
organizations operating in South America and Central America.

     INDUSTRY GROUPS

     Within each of our geographic theatres, we have five industry groups, which
include 20 industry sectors. Not all sectors are represented in every theatre.
The following table sets forth a list of our industry groups and sectors.

<Table>
<Caption>
                                                                        INFORMATION,
                            GOVERNMENT            FINANCIAL            COMMUNICATIONS          ENERGY
       PRODUCTS            AND SERVICES           SERVICES            AND ENTERTAINMENT     AND UTILITIES
-----------------------  -----------------  ---------------------  -----------------------  -------------
<S>                      <C>                <C>                    <C>                      <C>
Pharmaceuticals          Government         Banking                Communications           Oil and Gas
Consumer Packaged Goods  Defense            Capital Markets        Entertainment and Media  Utilities
Technology               Aviation           Insurance              Hospitality and Leisure  Mining
Industrial Products      Posts and Surface  Investment Management
Automotive                 Transport
Retail
</Table>

     For each industry group, we provide net revenue information for fiscal year
2001 and the six months ended December 31, 2001. This information has been
derived from twelve countries or geographic areas comprising approximately 86%
of our total net revenue in fiscal year 2001. The countries or geographic areas
are the United States, the United Kingdom, Germany, Canada, Japan, France, the
Netherlands, Australia, Spain, Switzerland, Belgium and East Asia. Please see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Results of Operations" for a more detailed description of the
procedures we used to derive net revenue for our industry groups.

     Products

     In our Products industry group, we serve companies that are principally
involved in the manufacture and distribution of products and related services.
We subdivide this industry group into the six industry sectors described below.
We share resources, knowledge and experiences among our teams in each of these
six industry sectors, allowing us to develop and market solutions to clients in
a timely and cost-effective manner. While each of these sectors has unique
issues, we believe they share common market challenges including:

      --   achieving revenue growth,

      --   collaborating with key customers and suppliers to improve supply
           chain efficiency,

      --   understanding customers and their needs,

      --   creating and effectively using new Internet-based business
           operations,

      --   retaining employees and reaching out to communities and

      --   building internally or outsourcing important functions to support
           critical operations.

                                        85
<PAGE>

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Products industry group. The clients listed below are some of our
largest clients in this industry group, in terms of net revenues, for fiscal
year 2001.

<Table>
<Caption>
--------------------------------------------------------------------------------
                            PRODUCTS INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
<S>                                            <C>             <C>
 Industry Net Revenues:                         $1,705,696         $748,070
 Percent of Total Industry Net Revenues:                33%              32%
--------------------------------------------------------------------------------
</Table>


           Examples of Clients in Fiscal Year 2001

          Aventis Pharma AG
          Bristol-Myers Squibb
          Cadbury Schweppes
          Compaq Computer
          Diageo Plc
          General Motors Corporation
          The Gillette Company
          GlaxoSmithKline plc
          Hewlett-Packard Company
          J.C. Penney Company
          Johnson & Johnson
          Nestle SA
          Nike, Inc.
          Novartis Pharma AG
          Pfizer, Inc.
          Raytheon Company
          Siemens AG
          Tetra Pak International SA
          Toyota
          Unilever
--------------------------------------------------------------------------------

     PHARMACEUTICALS.  In our pharmaceuticals industry sector, we serve
pharmaceutical, life science, biotechnology, and healthcare products companies
that manufacture products for the prevention and treatment of medical
conditions. In fiscal year 2001, we served 13 of the 14 pharmaceutical companies
in the 2001 Fortune Global 500. The pharmaceutical industry is a highly
regulated and global industry that we believe will face continued consolidation.
To effectively compete in this environment, we believe pharmaceutical companies
need to achieve two objectives: improve the efficiency and output of their
extensive research and development activities and improve their sales and
marketing processes. We have developed industry-specific solutions to help our
clients achieve these objectives. One example of these solutions is GXPharma, a
software program that helps clients manage regulatory compliance throughout the
research and development cycle. Another solution, the Clinical Information
Exchange, helps clients manage clinical trial data and decision making during
this cycle. We also are working with our clients to expand their use of
electronic business opportunities and usage of the Internet. For example, in
fiscal year 2001, we were engaged by a group of leading pharmaceutical and
healthcare products companies to undertake a study called Global Healthcare
Exchange, a feasibility study for an industry-wide electronic marketplace.

     CONSUMER PACKAGED GOODS.  In our consumer packaged goods industry sector,
we serve a variety of companies including food, beverage and tobacco companies
as well as household products, cosmetics and apparel companies. In fiscal year
2001, we served 23 of the 34 consumer packaged goods companies in the 2001
Fortune Global 500. We believe that the consumer packaged goods industry faces
low growth, a better informed, more demanding customer and pressure on
well-known brands by private label and other distributors. We also believe that
this sector is undergoing continued consolidation and globalization, and is
facing increased cost pressure from large retailers. We help our clients remain
competitive by increasing the efficiency of their operations through
implementing technology that allows them to have a global view of their
operations and to better collaborate and integrate with their suppliers and
customers. For example, Procter & Gamble and we jointly designed, developed and
implemented an electronic business solution to facilitate customer
communications and use of the Internet for sales and marketing. Our solution
included the development of an Internet site that allows existing customers to
review and manage their accounts and the consolidation of multiple Procter &
Gamble Internet sites to eliminate redundant sales efforts. We also help develop
unique solutions to industry challenges. For example, we are a sponsor of the
Auto ID effort, which is a new technology based on a radio-frequency computer
chip that allows products to be tracked more efficiently.

                                        86
<PAGE>

     TECHNOLOGY PRODUCTS.  In our technology products industry sector, we serve
manufacturers of computers, semiconductors, peripherals, such as printers, and
networking equipment. In fiscal year 2001, we served 25 of the 30 technology
companies in the 2001 Fortune Global 500. We believe that networked and
collaborative models for business operations will replace stand-alone business
organizations. These are business models that allow companies to have greater
integration with suppliers and customers. Other trends in the industry that we
believe are occurring include the increasing pace of innovation and simpler
communications-based tools replacing many functions of the personal computer. We
also see an increasing focus on customer service and customization and
development of business-to-business connections. We help our clients recognize
new product and customer opportunities, identify important trading members and
define new operating models. We also work with companies to develop their
electronic business distribution methods, improve their ability to respond to
changes in the market and operate using a networking model of business.

     INDUSTRIAL PRODUCTS.  In our industrial products industry sector, we serve
chemical companies, pulp and paper companies and heavy manufacturers. In fiscal
year 2001, we served 39 of the 65 industrial products companies in the 2001
Fortune Global 500. We believe that the chemicals industry is facing a low
return on capital and supply chain inefficiencies. We also see this sector is
undergoing consolidation and globalization. We believe customer demands are
increasing, which we believe is forcing companies to focus on the customer
rather than the production process. Within the paper industry, we believe
companies are facing extreme cost pressures. We have worked with our clients on
customer service and retention, improved order management and reduction of
working and physical capital investments. For example, currently we are helping
a major industrial products company to redesign their main business processes
and to implement software solutions produced by SAP AG in their polymers
division. The project started in Europe and ultimately is planned to cover the
company's global business. Within the paper industry, we worked with
International Paper to redesign their human resources function and also to
transform their corporate culture to be able to do business electronically. This
project involved developing and implementing Internet-based technologies and
supporting business processes.

     AUTOMOTIVE.  In our automotive industry sector, we serve vehicle
manufacturers, suppliers and dealers. In fiscal year 2001, we served 17 of the
23 motor vehicles and parts companies in the 2001 Fortune Global 500. We believe
that the automotive industry is undergoing globalization and consolidation and
faces increased competition, resulting in severe cost pressures on our clients.
Our client service staff work with our clients to develop and implement
solutions focused on:

      --   customer service and retention,

      --   development of electronic business operations,

      --   cost reduction and

      --   redeployment of assets and capabilities among different parts of an
           organization.

For example, between 1998 and 2000 we helped Fiat S.p.A to significantly reduce
and control their costs. After collecting and analyzing Fiat's cost performance
across 18 countries and 87 support processes, we established key indicators of
Fiat's performance, researched internal and external industry practices and
identified opportunities for cost reduction.

     RETAIL.  In our retail industry sector, we serve a wide spectrum of
retailers ranging from convenience stores to destination stores, including
supermarkets, specialty premium retailers and large mass-merchandise
discounters. In fiscal year 2001, we served 28 of the 67 retailers in the 2001
Fortune Global 500. We believe that the retail industry today faces increasing
globalization and consolidation and the challenges associated with multiple,
overlapping ways to reach customers. We help retailers integrate and use new
technologies and improve their customer service to provide differentiation from
their competitors. We are also working with our clients to design and implement
electronic market solutions to increase efficiency by serving multiple customers
simultaneously. For example, in fiscal year 2001, we helped J.C. Penney
implement a software application to manage Internet content. We also designed
and implemented a solution to use this application to gather and analyze various
information obtained through its Internet site, such as performance information,

                                        87
<PAGE>

the number and frequency of use of its Internet site and the effectiveness of
the company's selling and marketing efforts.

     Government and Services

     In our Government and Services industry group, we serve companies and
governmental entities that are involved principally in labor and
knowledge-intensive services. This industry group includes the four industry
sectors described below. We believe these companies and governmental entities
face similar strategic, organizational and technological issues, which gives us
the opportunity to apply common solutions across the group. Even in countries
where regulation is diminishing, many of our clients in this industry group
continue to rely on government-backed financing or subsidies.

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Government and Services industry group. The clients listed below are
some of our largest clients in this industry group, in terms of net revenues,
for fiscal year 2001.

<Table>
<Caption>
--------------------------------------------------------------------------------
                     GOVERNMENT AND SERVICES INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
<S>                                            <C>             <C>
 Industry Net Revenues (in thousands):          $1,144,511         $593,175
 Percent of Total Industry Net Revenues:                22%              25%
--------------------------------------------------------------------------------
</Table>

                    Examples of Clients in Fiscal Year 2001

          American Airlines
          British Airways Plc
          Canadian Pacific Railways
          Consignia Plc
          Department for Work and Pensions (UK)
          Deutsche Post AG
          Government of Ontario
          Home Office (UK)
          Japan Airlines
          Deutsche Lufthansa AG
          Preussag AG
          Sodexho Inc.
          TPG (TNT) Post Group N.V.
          UK Ministry of Defence
          U.S. Department of Defense
          U.S. Postal Service
          United Airlines
          United Parcel Service
--------------------------------------------------------------------------------

     GOVERNMENT.  In our government industry sector, we serve a variety of
government organizations, including national governments and international
agencies as well as local municipalities. In fiscal year 2001, we served
governments in many countries, including the United States, Canada, Australia
and all members of the European Union. We believe that the government sector is
facing new and more complex problems while the number of governmental employees
is shrinking. We believe citizens are demanding more efficient, more convenient
and more accountable public services. We help our clients to meet these
challenges by working with them to change processes, reallocate spending and
upgrade technology to create an increasingly electronic environment. We also
work with these organizations to outsource functions that are not critical to
government operations. For example, we are currently working with the United
Kingdom Department for Work and Pensions to build a new multi-channel
customer-focused organization that will serve the needs of all United Kingdom
pensioners. Multi-channel refers to the multiple ways an organization can
communicate or interact with its clients or customers.

     DEFENSE.  In our defense industry sector, we serve departments and
ministries of defense. We believe that one of the key challenges facing defense
organizations is to improve operational efficiency. To help our clients, we
develop solutions that focus on improving efficiency and simplifying
infrastructure. We also work with defense organizations to improve their
war-fighting, logistics and business processes. Our solutions include developing
innovative solutions for the sharing of information and integrating
geographically diverse operations. For example, beginning in 1999 and continuing
through this year we have worked closely with the United States Navy Commander
in Chief, Pacific Fleet, a command responsible for approximately 240,000 people,
200 ships and 1,400 aircraft from the West Coast of the United States to the
Persian Gulf. We helped

                                        88
<PAGE>

the command to redesign its organizational processes by developing
Internet-based tools to improve the efficiency of its operations and to enhance
its communication systems.

     AVIATION.  In our aviation industry sector, we serve airlines, airports and
other aviation industry companies. In fiscal year 2001, we served seven of the
nine airlines listed in the 2001 Fortune Global 500. We believe that the airline
industry faces increasing pressure to reduce costs, enhance customer
satisfaction and improve security. We also believe that airline companies
require the highest quality systems integration solutions because of their need
for real time information and processing efficiency. In addition to systems
integration solutions, we assist airlines around the world with improving their
business processes in administrative, maintenance, repair and operational areas.
We also are offering electronic services and solutions in the areas of
operations strategy, implementation and customer service. We are one of the
industry's key implementers of integrated enterprise resource planning
solutions, having implemented these solutions in one-third of the 2001 Fortune
Global 500 airlines. In addition, we currently are working closely with the new
Transportation Security Administration in the United States, including through
several of our strategic alliance relationships. We have developed design and
program concepts for improving airline and airport security that we are applying
in our initial work.

     POST AND SURFACE TRANSPORT.  In our post and surface transport industry
sector, we serve post or mail, railroad and sea-based transportation companies
and organizations. We also serve logistics service providers, such as
warehousing and distribution organizations. We believe that these industries are
benefiting from the speed and efficiency provided by electronic business. We
also believe, however, that the use of electronic business makes the successful
fulfillment of customer orders more difficult. Our client service staff are
providing our clients with solutions that improve fulfillment accuracy, reduce
costs of fulfillment and simplify and increase the efficiency of the connection
between order taking and fulfillment. We also work with companies to develop
better international logistical support. For example, in 2002, we are helping
the United States Postal Service develop a strategy for the realignment of its
international service centers and its global transportation links. We have also
assisted the United States Postal Service in developing its overall logistics
strategy as well as redefining the processes and technologies necessary to
implement this strategy.

     Financial Services

     In our Financial Services industry group, we serve companies in the
banking, insurance, capital markets and investment management industries. In
fiscal year 2001, we served 75 of the 116 financial services companies in the
2001 Fortune Global 500. While each of these industry sectors has unique issues,
we believe they share common challenges, including economic pressures from
increased competition and an evolving regulatory environment. Other common
themes for this industry in our experience include managing customer
relationships, managing credit risk and write-offs and streamlining core
business processes as well as complying with increasing regulatory requirements.
We share resources and learning within this group, allowing us to develop and
market solutions to clients in a timely and cost-effective manner. Many of our
clients are active in more than one industry sector, and we work closely as one
team to apply individual skills to meet client needs.

                                        89
<PAGE>

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Financial Services industry group. The clients listed below are some of
our largest clients in this industry group, in terms of net revenues, for fiscal
year 2001.

<Table>
<Caption>
--------------------------------------------------------------------------------
                       FINANCIAL SERVICES INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
<S>                                            <C>             <C>
 Industry Net Revenues (in thousands):           $897,075          $338,910
 Percent of Total Industry Net Revenues:               18%               15%
--------------------------------------------------------------------------------
Examples of Clients in Fiscal Year 2001
</Table>

          ABN AMRO
          Aetna, Inc.
          Allianz AG
          American Express Company
          Aviva (formerly CGNU)
          AXA
          Bank of Montreal Group of Companies
          Barclays Bank Plc
          Citigroup, Inc.
          Credit Suisse Group
          Deutsche Bank AG
          FleetBoston Financial
          J.P. Morgan Chase
          Lloyds TSB
          Prudential Financial Company
          Societe General
          Swiss Re
          UBS AG
          Wells Fargo Bank
          Zurich Financial Services
--------------------------------------------------------------------------------

     BANKING.  In our banking industry sector, we serve commercial and savings
banks, diversified financial institutions and other lending organizations. We
believe that the rapid growth of banking-related electronic commerce, the
convergence, or coming together of, the financial services industries and the
deregulation of the banking industry make it possible for new entrants to
effectively compete with more mature companies. To compete effectively in this
new market, we believe that banks must effectively sell a wide range of products
through multiple points of customer contact, including telephone banking,
Internet banking and mobile services as well as card services, automated teller
machines and traditional branches. Our practice focuses on helping banks to use
new technologies to optimize the relationships with their customers, improve
shareholder value and enhance banking operations and infrastructure management.
For example, in 2001, we assisted FleetBoston in a variety of important projects
and efforts, including the implementation of its customer relationship
management strategy in several significant areas within the bank. FleetBoston
has chosen Siebel-eFinance as its primary systems solution to manage its
customer relationships. Working closely with us, FleetBoston customized
Siebel-eFinance applications and integrated them into their systems, improving
access to customer data and enhancing customer service and sales and marketing
abilities.

     CAPITAL MARKETS.  In our capital markets industry sector, we serve both
established and emerging capital market organizations, including global
investment banks. We believe that the capital markets industry is characterized
by consolidation, cross-border trading and the need for more efficient
transaction processing. We also are seeing an evolving regulatory and accounting
environment. We are working with several clients to implement the concept of
straight-through processing to implement one-day clearing of capital markets
transactions which would represent a major step forward in the speed and
accuracy of capital markets transaction processing. We also help clients
modernize and simplify their operations and financial reporting processes. For
example, we are currently working with a client in the redesign of its financial
reporting systems, helping them with their electronic procurement initiatives
and reviewing the systems implications of the client's adoption of United States
generally accepted accounting principles as its primary basis of reporting.

     INSURANCE.  In our insurance industry sector, we serve life insurance
companies, property and casualty and health insurance companies, reinsurance
companies and insurance brokerages. We believe industry consolidation, new
technology and reduced regulatory barriers as well as an increased focus on risk
management are the key industry challenges and opportunities. We believe the
insurance industry also faces

                                        90
<PAGE>

critical challenges as companies introduce more points of customer contact and
move more services online. Clients recognize that online services will make it
possible to deliver a faster and simpler customer experience at a significantly
lower cost, but the industry remains constrained by its existing infrastructure
limitations. We work with clients to determine their competitive strategies and
to align and implement new processes and technologies. For example, in October
2001, we successfully implemented a custom-developed medical underwriting
application for a leading insurance company. The application replaced an
existing paper-based system, which improved processing speed and efficiency and
reduced costs. The program was delivered successfully in an eight month time
period to support peak processing during annual enrollments. Key objectives of
the application have already been exceeded, including achieving automated
decision making for a significant percentage of applications and providing an
underwriting rule base that is maintained and added to by business analysts.

     INVESTMENT MANAGEMENT.  In our investment management industry sector, we
serve investment and wealth management organizations. Despite a slower than
expected start, we believe that consumer demand for Internet-based financial
planning services will rise. To compete with banks and to attract and retain
customers, investment managers will need to transform their organizations into
consumer-oriented companies powered by technology. We also perform surveys and
market analysis of the wealth management and private banking industries. We help
our clients define their strategy and develop and implement technology. We also
provide merger integration advisory services. We believe our practice helps our
clients improve internal management systems by integrating existing technology
with new systems and linking them to their customers.

     Information, Communications and Entertainment

     In our Information, Communications and Entertainment industry group, we
serve companies in the telecommunications, entertainment and media and
hospitality and leisure industry sectors. Many of our clients have businesses in
more than one of these industry sectors, which we believe have several common
challenges and opportunities, including:

      --   maximizing revenues by selling multiple products and services to the
           same customer,

      --   attracting and retaining customers in an increasingly competitive
           marketplace,

      --   exploiting the combination of content, distribution and consumer
           devices,

      --   capitalizing on increasing consumer acceptance of wireless
           communications and mobile devices and services,

      --   reducing operating costs and

      --   creating an efficient, common infrastructure to integrate diverse
           operations.

By covering these industry sectors in one industry group, we are able to better
understand these common issues by sharing resources, learning and solutions
among these sectors across the world, while also addressing the unique needs and
challenges of each sector.

                                        91
<PAGE>

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Information, Communications and Entertainment industry group. The
clients listed below are some of our largest clients in this industry group, in
terms of net revenues, for fiscal year 2001.

<Table>
<Caption>
-----------------------------------------------------------------------------------
           INFORMATION, COMMUNICATIONS AND ENTERTAINMENT INDUSTRY GROUP
-----------------------------------------------------------------------------------
                                                   YEAR ENDED     SIX MONTHS ENDED
                                                  JUNE 30, 2001   DECEMBER 31, 2001
<S>                                               <C>             <C>
 Industry Net Revenues (in thousands):              $697,888          $310,036
 Percent of Total Industry Net Revenues:                  14%               13%
-----------------------------------------------------------------------------------
</Table>

                    Examples of Clients in Fiscal Year 2001

          AOL Time Warner
          AT&T
          Bertelsmann Music Group
          Cable & Wireless Plc
          Deutsche Telekom AG
          France Telecom
          Genuity, Inc.
          KPN
          NTT DoCoMo, Inc.
          Sony
          Sprint Corporation
          Telefonica S.A.
          Telstra S.A.
          Verizon
          Vodafone Group Plc
          The Walt Disney Company
          WorldCom, Inc.
--------------------------------------------------------------------------------

     COMMUNICATIONS.  In our communications industry sector, we serve the
following types of companies:

      --   traditional long distance and local telephone companies,

      --   cable and satellite operators,

      --   wireless communications providers,

      --   providers of fiber-optic and other cable facilities, with
           high-bandwidth or transmission capacity,

      --   Internet service providers and

      --   other communication service providers, such as call centers, which
           are centers which typically manage an organization's interactions
           with customers through the telephone and, increasingly, using other
           mediums of communication such as electronic mail.

In fiscal year 2001, we served 20 of the 27 communications companies in the 2001
Fortune Global 500. We believe that communications companies face opportunities
and challenges brought on by new technologies and changing regulation as well as
new business models and rapidly changing customer requirements. The
accessibility, flexibility and convenience of wireless devices is an example of
how technology continues to change the communications industry. We also believe
that consumers are demanding increased bundling of services and content. As a
result, in our experience, enhanced customer relationship and content management
capabilities have become key sources of competitive advantage for leading
communications companies. To help our clients manage these challenges, our
services often involve the implementation of our customer relationship
management services, including our CRM Accel solution set. We also help our
clients handle complex infrastructure requirements through offerings such as our
New World Networks solution set. These solution sets are described below.

     ENTERTAINMENT AND MEDIA.  In our entertainment and media industry sector,
we serve film, television, radio and publishing companies. We also serve games,
live entertainment and advertising companies. In fiscal year 2001, we served
seven of the nine entertainment and media companies in the 2001 Fortune Global
500. We believe that the delivery of entertainment and media over the Internet
and digital production, distribution and presentation of content will continue
to drive how these companies create and offer their services. Electronic
delivery also will greatly increase the threat of the unauthorized duplication
and distribution of

                                        92
<PAGE>

content. Our practice is focused on effective and efficient operation of the
core and traditional entertainment and media business segments, particularly in
response to continuing merger and consolidation activity. We also help clients
assess and prepare for the impact that new technologies will have on the way
their customers obtain and enjoy content. In addition, we have service
offerings, such as our digital rights management solution, that help our clients
protect their content.

     HOSPITALITY AND LEISURE.  In our hospitality and leisure industry sector,
we serve clients that operate hotels, theme parks, gaming facilities and cruise
lines. We also serve food and beverage service providers, rental car companies
and sports and leisure businesses. Our work in hospitality and leisure focuses
on a few major themes, including enhancing guest and customer relations,
strengthening business relationships and improving employee relationships. We
also assist our clients in their efforts to improve the overall customer
experience, which we believe is a goal shared by all of our clients in this
industry sector. The solutions we are most often asked to provide include
customer relationship management, supply chain management and the implementation
of online information-sharing networks. For example, we have helped our clients
implement new business-to-enterprise communication networks that allow employees
to stay better informed, resulting in better communication with customers. We
also have helped clients improve the productivity of their procurement
organizations by consolidating purchasing activities across their businesses to
reduce costs.

     Energy and Utilities

     In our Energy and Utilities industry group, we serve companies in the oil
and gas, utilities and mining industry sectors. We believe that businesses in
these industry sectors that are involved in exploration and extraction of
resources share a number of common challenges, including management of capital
intensive operations and volatile commodity prices. Companies involved in the
delivery of the products and services of these industry sectors we believe also
share common challenges, including complex supply chain and customer management
concerns.

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Energy and Utilities industry group. The clients listed below are some
of our largest clients in this industry group, in terms of net revenues, for
fiscal year 2001.

<Table>
<Caption>
--------------------------------------------------------------------------------
                      ENERGY AND UTILITIES INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
<S>                                            <C>             <C>
 Industry Net Revenues (in thousands):           $636,601          $359,238
 Percent of Total Industry Net Revenues:               12%               15%
--------------------------------------------------------------------------------
</Table>

                    Examples of Clients in Fiscal Year 2001

          Amerada Hess Corporation
          American Electric Power
          BP Group
          Centrica Plc
          ChevronTexaco
          Duke Energy
          Endesa
          ExxonMobil
          LUKOIL Overseas
          Marathon Oil
          RAG Aktiengesellschaft
          Reliant Energy
          Repsol YPF
          Royal Dutch/Shell Group
          Southern Company
          Statoil ASA
--------------------------------------------------------------------------------

     OIL AND GAS.  In our oil and gas industry sector, we serve petroleum
exploration, refining and distribution companies and petrochemical businesses.
In fiscal year 2001, we served 20 of the 37 petroleum companies in the 2001
Fortune Global 500. We believe that consolidation in this industry and the price
volatility of oil are forcing companies to manage their cost structures more
effectively, which includes the outsourcing of operations that are not core to
their businesses. The principal services we provide in this industry include
implementing financial management systems, improving supply chains and
increasing outsourcing. They also include integrating electronic management
systems and electronic markets into traditional business models.

                                        93
<PAGE>

For example, working with SAP AG, we have developed SAP PRA, a production and
revenues accounting component for use in SAP's enterprise resource planning
software. This application is now a major component of the mySAP Oil & Gas
software solution. This software enables our clients to manage the entire
production and revenues process. We have successfully implemented this software
at both Texaco and Marathon Oil and are currently implementing the solution at
ChevronTexaco and BP Exploration and Productions' operations in the United
States, excluding Hawaii and Alaska, for which we are also the finance and
accounting business process outsourcing provider.

     UTILITIES.  In our utilities industry sector, we serve electric, gas and
water utility companies. In fiscal year 2001, we served 18 of the 28 utilities
companies in the 2001 Fortune Global 500. We believe that this industry is
characterized by deregulation, globalization and convergence, or the coming
together of previously separate industries or industry segments. To help clients
succeed in this environment, we have developed a business process architecture
map, called The Utilities Jigsaw, which describes the evolution of utility
company business processes due to deregulation. Our solutions in this industry
sector focus on improving our clients' supply chains and integrating their
information systems throughout their operations. For example, we helped design
and implement opciona.com, the leading utility sector business-to-business
electronic market in Spain and Latin America. Opciona has already enabled a
large Spanish utility company to benefit from lower equipment costs and reduced
transaction costs for purchasing.

     MINING.  In our mining industry sector, we serve mining companies in the
world's key mining regions. In fiscal year 2001, we served two of the three
metals and mining companies in the 2001 Fortune Global 500. We believe that the
mining industry is characterized by increased consolidation and volatile
commodity prices. To succeed in this environment, we believe that companies must
decrease costs by improving their asset management and procurement processes and
integrating cross-border operations. We work with mining clients on a variety of
projects, including mine planning and modeling, operational effectiveness and
physical asset management. For example, in a recent engagement we helped
redesign operations at a client's coal mine that resulted in a substantial
reduction in unit costs and staff levels while maintaining mine output.

     SOLUTION AREAS

     We also approach our business by grouping our services into seven services
areas, which we refer to as solution areas. We group our solution areas into the
following three broad categories:

      --   develop, which is developing business, technology and change
           strategies for our clients,

      --   deliver, which is designing and implementing technology-based
           business processes and solutions, and

      --   operate, which is our emerging application management and business
           process outsourcing offering which we intend to grow as one of our
           growth strategies.

                                        94
<PAGE>

     The chart set forth below illustrates how we view our solution area
offerings to clients.

                             [SOLUTION AREAS CHART]

     Our accounting systems do not track our revenues by solution area. We know,
however, that our application management and business process management
business, which is described below, is in the initial stages of development.
Accordingly, we have not derived significant net revenues from this solution
area, which constitutes the operate category of our solution areas.

     Strategic Change

     In our Strategic Change solution area, we help our clients understand
trends and other forces affecting their industries and help design and implement
strategies to better differentiate our clients in their marketplaces. Our
Strategic Change practice is an important component of our integrated approach
to serving clients. Our Strategic Change client service staff work closely with
our functional and technical implementation solution areas to design achievable
implementation plans for our proposed strategies. Within Strategic Change, we
divide our services into the three separate service offerings described below.

      --   CORPORATE AND OPERATIONS STRATEGY.  We focus in this service offering
           on questions such as where to compete, including analyzing which
           products to sell and in which markets and for which customers to
           compete. We also analyze how to compete, including identifying a
           company's core strengths and competitive advantages. In addition, we
           help our clients develop the business models necessary to integrate
           their corporate strategies into their operations to enhance
           shareholder value.

      --   ORGANIZATION AND CHANGE STRATEGY.  We support our clients with
           organizational recommendations that help them match their culture,
           people, structures, processes and information technology with their
           corporate and operations strategy. Our recommendations often involve
           large-scale organizational changes. Our services also include change
           management and leadership coaching.

      --   INFORMATION TECHNOLOGY STRATEGY.  We help our clients design and plan
           information technology architectures, or plans, to support their
           corporate strategies and to gain competitive advantage. We also
           create information technology transition programs that help our
           clients realize the full potential of their information technology
           investments.

                                        95
<PAGE>

     Customer Relationship Management

     In our Customer Relationship Management solution area, we help our clients
strengthen their customer relationships by responding to customer needs while
reducing operational cost. We provide a range of customer relationship
management services globally, but our projects usually involve one or more of
the elements described below.

      --   VISION.  We help our clients look at the way they interact with their
           customers and help them understand their existing customer-related
           capabilities and limitations. We use this process to help our clients
           frame a vision for the future of their customer relationships. In the
           process of creating a customer relationship management vision, we
           also identify how other businesses and organizations interact with
           customers, looking for processes that are the best in the
           marketplace. We then work with our clients to develop integrated
           plans to transform current operations to meet the goals that we
           develop with our clients.

      --   MULTI-CHANNEL.  We help our clients design and apply integrated
           technology solutions to assist them in serving their customers
           through the variety of ways, or channels, in which they interact with
           their customers. This includes product and service campaign
           management, computer-automated marketing management and call center
           operations. Our newly launched CRM Accel solution set, described
           below, helps us serve our clients by integrating traditional and new
           communication tools to efficiently and effectively target customers
           and customer needs.

      --   ANALYTICS.  We help our clients better understand their customers and
           their habits, needs and history. Working with our clients, we build
           insight into potential and existing customers from the various data
           sources they have available. We then use these insights to help our
           clients develop customized campaigns, products and services to
           improve their customer relationships.

An example of a recent engagement is our work at American Airlines' customer
call center. We helped American Airlines redesign their call center processes to
enable customers to obtain information more quickly. As a result of our work,
American Airlines has substantially reduced its average customer call time,
which is resulting in significant cost savings.

     Financial Management

     In our Financial Management solution area, we help our clients design and
implement business process and technology solutions for their finance and
accounting functions. We work closely with SAP, Oracle and PeopleSoft as well as
other technology vendors to serve the core systems needs of our clients in this
area. Our service offerings help clients address the changing role of finance
and better manage capital and profits. We also help them increase the visibility
of financial information and maximize the benefits of technology. We currently
are focusing on three key issues facing our clients, as described below.

      --   FINANCIAL MANAGEMENT STRATEGY.  We believe that the internal finance
           function is evolving to a smaller and virtual organization capable of
           supporting new initiatives without compromising its traditional
           guardianship role. Our solutions include advising clients concerning
           finance strategy, realizing the benefits from process automation and
           profit improvement. They also include organizational design,
           training, modeling and measurement.

      --   CONTINUED AUTOMATION OF FINANCIAL PROCESSES.  We believe that
           financial technologies and an understanding of the best practices
           within an industry and marketplace are becoming increasingly
           interwoven and are helping to accelerate the evolution of the finance
           function toward a virtual organization. Our finance technology
           solutions help clients manage their applications and infrastructure
           to reduce costs and increase value for our clients. These solutions
           include core enterprise resource planning financial systems, systems
           integration and process engineering. They also include shared
           services design and implementation, outsourcing strategy, merger
           integration and technology selection and implementation.

                                        96
<PAGE>

      --   EFFECTIVELY MANAGING INFORMATION.  We believe that managing
           information effectively is becoming a necessary competency of the
           finance function. In our experience, the finance function brings a
           unique perspective to informing and enabling intelligent business
           decisions. Its traditional roles in measuring and controlling
           internal performance, measuring customer profitability and performing
           competitive analysis as well as new roles such as measuring the
           performance of collaborative business networks provide the finance
           function with an important role in understanding and using
           information.

We are continually developing solutions to improve our clients' financial
management capabilities. For example, our iAnalytics solution set, described
below, is designed to allow senior management to set strategy and deploy
appropriate process and technology to implement key performance measures
throughout the entire organization.

     Human Capital

     In our Human Capital solution area, we help our clients with the full
lifecycle of people management. We design human capital strategies, manage
workforce knowledge and seek to improve employee productivity through the
application of appropriate tools and technologies. We believe that attracting,
developing and retaining talented employees is essential to the success of
nearly all of our clients. We provide services in this solution area in a wide
range of areas, including the ones described below.

      --   HUMAN RESOURCES PROCESS IMPROVEMENT.  We help our clients develop
           their human capital strategy, focusing on developing and deploying
           various human resources processes and technologies to meet their
           business needs. Clients also seek our advice on developing
           electronic-based human resources processes, moving to shared service
           centers or outsourcing their human resources processes, people and
           technologies to a third party, or a combination of all three.

      --   LEARNING.  We assist our clients in designing appropriate learning
           strategies. We also help create and deliver both traditional
           classroom training and, working with our alliance members, Internet
           based training. We work with our clients to operate their Internet
           learning environment in a cost effective manner.

      --   BUSINESS-TO-EMPLOYEE.  We work with our clients to integrate
           strategy, process and technology to allow them to connect easily
           through the Internet with their employees. Our service offering in
           this area enables employees to communicate, conduct and attend
           training and manage key self-service functions such as benefits
           administration.

      --   HUMAN RESOURCES TECHNOLOGY.  Working with our strategic alliance
           members such as Oracle, PeopleSoft and SAP, we assist our clients
           with designing, building and implementing human resources systems.
           These systems often extend beyond human resources administration and
           payroll and include systems to enhance recruitment, competency and
           performance management and succession planning. They also enable our
           clients to perform these functions over the Internet.

We work to provide our clients with appropriate advice on how to maintain and
enhance their human capital. For example, we conduct frequent marketplace
surveys to help ensure that we have up to date information on which our clients
can compare their human resources operations to the human resources operations
of their competitors.

     Supply Chain and Operations

     In our Supply Chain and Operations solution area, we help our clients
improve profitability by making their supply chain, which includes both the
internal movement of inventory and the movement of goods to and from suppliers
and customers, more effective through process improvement and the use of
advanced technologies. Our solutions help streamline new product development and
planning, make procurement more efficient and strengthen customer and supplier
relationships. Our comprehensive supply chain services cover the areas described
below.

                                        97
<PAGE>

      --   SUPPLY CHAIN STRATEGY.  We help our clients understand their existing
           supply chain by analyzing current processes and infrastructure. We
           also help design a supply chain strategy by looking at the practices
           of other companies and determining which processes would be
           advantageous for our clients.

      --   INTEGRATED SUPPLY CHAIN PLANNING.  We help our clients adjust
           manufacturing to meet fluctuating demand through improvement of
           business processes and application of technology. We also help our
           clients collaborate, increasingly through electronic networks, with
           suppliers and customers.

      --   INTEGRATED SUPPLY CHAIN ENTERPRISE RESOURCE PLANNING.  Through design
           and implementation of integrated technologies from technology
           providers such as Oracle, PeopleSoft and SAP, we help clients respond
           to rapidly changing conditions through efficient access to and
           exchange of information.

      --   PRODUCT LIFECYCLE MANAGEMENT.  We provide process and technology
           solutions that integrate and simplify new product design, manufacture
           and delivery processes.

      --   PROCUREMENT.  We help our clients develop capabilities to
           electronically collaborate with suppliers for efficient supply
           procurement and inventory management.

      --   LOGISTICS AND DISTRIBUTION.  We use technology solutions to help our
           clients improve efficiency through the integration of warehouse and
           transportation management processes.

Many of our services involve the use of Internet-based technologies. For
example, we have helped deploy technologies to allow for electronic fulfillment
of customer orders, electronic procurement and collaborative forecasting between
purchasers and suppliers in several major client organizations.

     Information Technology

     Our Information Technology solution area represents our core resource for
the design and implementation of complex information technology projects. Our
client service staff are responsible for all phases of technology
implementation, from strategic planning and design to implementation and
testing. Within this solution area, we provide our clients with expertise in a
wide range of areas, including the areas described below.

      --   SYSTEMS INTEGRATION.  We provide our clients with expertise in
           enabling hardware, operating systems and software, including software
           from multiple vendors, to function as an integrated solution. We also
           have expertise in the design and development of application systems
           with a focus on Internet-based and other leading technology
           platforms. In addition, we work on complex testing and configuration
           engagements, often in connection with other solution areas.

      --   DATA WAREHOUSING AND DATA MINING.  In our data warehousing and data
           mining service offering, we focus on helping our clients find
           information in multiple computer databases and files and bringing the
           information to the user as well as helping our clients organize
           information for easy future use. For example, our iAnalytics solution
           set, described below, utilizes data warehousing and data mining
           technologies to find information that may be buried in multiple
           computer systems.

      --   INFORMATIONAL TECHNOLOGY BUSINESS MANAGEMENT.  We help our clients
           manage their internal information technology departments and
           processes, often consulting with chief information officers and chief
           technology officers. Our goal is to help our clients effectively
           manage their procedures and tools to maximize the efficiency and
           functionality of their information technology departments.

      --   PROGRAM MANAGEMENT.  Our program management specialists are experts
           in managing the complex processes of technology implementation. For
           example, we provide clients with experienced project and program
           management resources to organize and manage the implementation of
           major technology programs.

Our engagements involving Information Technology solutions, particularly our
systems integration and data warehousing projects, usually involve large-scale
strategic planning and development followed by global or national
implementations. We maintain and renew the expertise of our technology client
service staff by focusing on the fundamentals of methods, tools and training.
The fundamentals also include knowledge sharing and hands on experience as new
technologies emerge.

                                        98
<PAGE>

     Application Management and Business Process Management

     Although we currently provide a limited amount of outsourcing services for
our clients, we plan to grow both our application management and business
process management services in the near future to complement our strategy and
implementation strengths. Our goal is to provide these services in conjunction
with our other solutions so that we provide a complete set of integrated
services and solutions to our clients, allowing us to manage the entire
lifecycle of a business function or application.

      --   APPLICATION MANAGEMENT SERVICES.  In our application management
           practice, we perform ongoing maintenance and development services for
           important software applications, such as enterprise resource planning
           systems, which control functions such as financial reporting and
           human resources. Although we currently provide a limited amount of
           these services, we plan to expand these services considerably.

      --   BUSINESS PROCESS MANAGEMENT SERVICES.  Business process management
           services, which are services in which entire processes, like
           accounting and financial reporting systems, are administered and
           operated by a service provider, have not historically been part of
           the management consulting and technology services businesses which
           are being transferred to us as part of our separation from the
           PricewaterhouseCoopers network of firms. Following this offering we
           plan to build our business process management services business to
           complement our strategy and implementation strengths. As part of our
           separation, the PricewaterhouseCoopers firms are transferring a
           portion of their business process management services businesses to
           us, which we will use as a platform to build this solution offering.
           The portion of their businesses being transferred to us is a group of
           contracts, which we believe are consistent with our strategy to grow
           our outsourcing services in industries and solution areas where we
           believe we have competitive strengths. We have been informed by the
           PricewaterhouseCoopers firms that they intend to change their
           existing business process management services businesses to focus on
           serving smaller companies and organizations. We do not believe that
           the continued operation by the PricewaterhouseCoopers firms of their
           business process management services businesses will have a negative
           impact on our business process management services business. In
           addition, the terms of the noncompete arrangements entered into with
           the PricewaterhouseCoopers firms as part of our separation will limit
           the ability of the PricewaterhouseCoopers firms to provide business
           process management services.

     To complement our application management and business process management
services, we will continue to offer infrastructure management services to our
clients, which are services in which large-scale, capital-intensive technology
systems are owned or operated by third party technology service providers,
primarily through our strategic alliance relationships with EDS, Intel Online
Services and other information technology outsourcing companies. Following this
offering, we will continue to rely on our existing strategic relationships, and
on new strategic relationships we may enter into following this offering, to
provide these services to clients.

     We are in the process of building the organization we need to expand this
solution area. We need to hire new client service staff with skills and
capabilities that are different than those of our consulting partners and other
consulting client service staff. We also need to create new methodologies to
support this service offering.

     We believe that our client base of many Fortune Global 500 companies, which
we expect to be the companies more likely to seek outsourcing services, may help
us market our services because of our existing relationships. We intend to focus
on areas of application management and business process management services,
such as financial management services, in which we believe our core expertise in
business processes may give us a competitive advantage. We also believe that our
strong strategic alliances with leading software companies will help us build
this solution area.

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<PAGE>

ALLIANCES

     To extend our capabilities and service offerings, we have alliance
relationships with technology companies and companies in other fields. We
categorize our alliances based on the importance of the alliance to our business
and our clients. Our most important alliances are our strategic alliances, to
which we devote considerable resources, such as marketing, trained client
service staff and infrastructure support. We also have a number of important
relationships that we refer to as our managed alliances. These alliances produce
technologies that complement our knowledge and skills to build value-adding
solution offerings for our clients. Most of our alliance relationships are
applicable to multiple industry groups, although some of our alliances relate to
a specific solution area or industry segment. Our alliances are not exclusive.

     We currently have strategic alliances with seven companies. We devote
significant resources to these strategic alliances. For example, as of March
2002, we had more than 12,000 client service staff trained and experienced in
implementing one or more applications or technologies developed by Oracle,
PeopleSoft, SAP and Siebel. Our strategic alliances also provide us with
important leads regarding new projects and engagements. In addition, we work
with these companies to develop new solutions and services.

     While conducting business as part of the PricewaterhouseCoopers network of
firms, we have entered into written agreements for most of our alliances, which
agreements will be transferred to us prior to the closing of this offering. Our
alliance agreements generally have short terms, usually no more than two years,
and can be extended in most cases. Most of these agreements also can be
terminated with or without cause upon short notice. Many of the agreements
include one or more of the following cooperative elements or agreements:

      --   resale arrangements, in which technology vendors provide us with the
           ability to offer discounts to our clients on hardware and software,

      --   development arrangements, in which we agree to jointly develop new
           capabilities for existing products or services,

      --   joint marketing arrangements,

      --   access to demonstration software licenses, which allow us to use
           software from our vendors as part of our development and marketing
           activities,

      --   access to or discounts on training programs and

      --   arrangements to dedicate client service staff and other resources to
           building the alliance relationship.

     While we believe our alliance relationships are an important part of our
strategy to offer comprehensive solutions to our clients, our alliance
agreements generally do not require us or the other parties to provide any
specified number of referrals or achieve any particular level of revenues. In
addition, these agreements are not required in order for us to implement or
deploy the software or hardware of the companies with which we have alliances.

     The following tables set forth a description of our strategic and managed
alliance relationships.

     STRATEGIC ALLIANCES

<Table>
<Caption>
       COMPANY                             ALLIANCE DESCRIPTION
---------------------  ------------------------------------------------------------
<S>                    <C>
EDS                    We work with EDS to offer clients enterprise-wide solutions.
                       The alliance is mainly focused around SAP outsourcing
                       opportunities.

Hewlett-Packard        We work with Hewlett-Packard both as a reseller of their
                       equipment and through our strategic relationship to provide
                       supply chain collaboration and other solutions. The alliance
                       uses Hewlett-Packard's infrastructure and platform strengths
                       and our system integration and business consulting services.

Oracle                 We work with Oracle to provide enterprise solutions to
                       transform our clients' businesses. These solutions span the
                       entire enterprise, including customer relationship
                       management, supply chain management and online network, or
                       portal, solutions.
</Table>

                                       100
<PAGE>

<Table>
<Caption>
       COMPANY                             ALLIANCE DESCRIPTION
---------------------  ------------------------------------------------------------
<S>                    <C>
PeopleSoft             We work with PeopleSoft to help our clients create human
                       resources, financial management, customer relationship
                       management and supply chain solutions on various platforms,
                       including through the Internet.

SAP                    We work with SAP to provide solutions that help companies
                       collaborate electronically with customers, suppliers,
                       employees and shareholders. These systems are delivered to
                       enable companies to win new business, improve
                       responsiveness, lower costs and manage their business more
                       effectively.

Siebel Systems         We work with Siebel Systems to deliver customer relationship
                       management and employee relationship management technologies
                       that help our clients interact effectively with their
                       customers, partners and employees across multiple points of
                       contact including the Internet, call centers and personal
                       contact. These multiple contact points also include wireless
                       communication, retail contact and dealer contact.

Sun Microsystems       We work with Sun Microsystems globally across many
                       industries as a reseller of their technology and to help our
                       clients develop solutions, such as customer relationship
                       management, addressing critical business functions.
</Table>

     MANAGED ALLIANCES

<Table>
<Caption>
       COMPANY                             ALLIANCE DESCRIPTION
---------------------  ------------------------------------------------------------
<S>                    <C>
BEA Systems            We work with BEA Systems to deliver a broad array of
                       application integration services for our clients focusing on
                       customer relationship management, supply chain and
                       operations, human capital and financial management
                       solutions.

Cognos                 We work with Cognos to help our clients implement
                       analytics-based solutions that allow our clients to maximize
                       and streamline their decision-making processes, as well as
                       to monitor their key measures of business performance.

Documentum             We work with Documentum to deliver enterprise-wide content
                       management solutions to our clients. In addition, we have
                       developed tailored solutions with Documentum to deliver
                       content management functionality to meet the complex
                       requirements of the pharmaceuticals industry sector.

Epicentric             We work with Epicentric to implement and manage portal, or
                       online network, initiatives that provide access to business
                       information and applications, allowing an enterprise to
                       interact with employees, customers and suppliers in new and
                       more effective ways.

i2 Technologies        We work with i2 Technologies across their entire product
                       suite to build value-based business systems to improve our
                       clients' supply chain and customer service effectiveness. We
                       also have built a number of online public and private trade
                       exchanges based on i2 Technologies software.

Informatica            We work with Informatica to help our clients achieve a
                       complete view of their business and to gain insight that is
                       critical for maximizing business efficiency, performance and
                       profitability.

Intel Online Services  We work with Intel Online Services primarily to provide web
                       hosting and information technology outsourcing services to
                       our clients. We also work with Intel Online Services to
                       assist our clients with the fundamental processing
                       infrastructure requirements needed to support their
                       information technology requirements across their entire
                       enterprise.

Manugistics            We work with Manugistics to deliver innovative supply chain
                       planning and transportation management solutions to our
                       clients.

Microsoft              We work with Microsoft on a variety of levels worldwide to
                       deliver efficient business systems to our clients.
</Table>

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<PAGE>

SOLUTION SETS

     A key component of our continuous innovation strategy is our solution set
program. This formal program involves identification of key technology and
business trends and anticipating the challenges and opportunities they create
for our clients. We create specialized combinations of business strategy,
process change and technology to address these challenges and opportunities. We
refer to these combinations as our Solution Sets. We believe that our Solution
Sets provide us with a quick and cost-effective means to develop reusable
solutions for our clients that we believe are advanced and focused on the most
important issues facing our clients.

     This formalized innovation process involves an ongoing process of looking
at our external markets and client organizations to find new opportunities. It
also involves allocating resources to each solution set. Each of our solution
sets is in a different stage of development, with some being marketed actively
to clients and others continuing to be developed and refined internally or at a
limited number of clients. Once a solution set is ready to be deployed on a
larger scale, we migrate the solution to one of our seven solution areas and it
becomes a standard offering.

     During the past year, we invested in a number of solution sets which we
believe are, and will continue to be, important to the success of many of our
clients. These solution sets are described below.

      --   BUSINESS-TO-ENTERPRISE.  Our Business-to-Enterprise solution set
           helps companies improve internal employee communication and the flow
           of information. The core of our Business-to-Enterprise solution set
           is the implementation of a company-wide online network, or portal,
           through which employees perform selected business processes. Some
           businesses and organizations have implemented business-to-enterprise
           portals to serve as the primary means of communication among
           employees. Other companies are using business-to-enterprise portals
           as the way to manage routine business tasks, such as time reporting
           by employees.

      --   COLLABORATIVE VALUE CHAIN.  Our clients are consistently seeking ways
           to better collaborate with their suppliers, customers and other
           trading partners. Through our alliance with Hewlett-Packard, we have
           developed a set of process and technology solutions to allow our
           clients to quickly make improvements in this area. Our Collaborative
           Value Chain solutions set includes process and technology
           architecture for design and development of public and private online
           commerce centers and trade exchanges.

      --   CRM ACCEL.  Our clients are seeking to better manage and exploit the
           multiple ways, or channels, of connecting with customers. The CRM
           Accel solution set helps a client manage the various ways in which it
           connects with its customers. The increasingly broad use of new
           communication tools such as electronic mail, interactive television
           and Internet access challenges our clients to monitor and respond
           appropriately to customer needs, regardless of the means of
           communication. Our CRM Accel solution set helps our clients
           understand how to integrate these new communication tools with more
           traditional means of communication. We believe the technology behind
           this solution set is particularly important for those clients who
           need to deploy a standard set of communication management processes
           and technology solutions with broad marketplace acceptance.

      --   iANALYTICS.  We use the term iAnalytics to describe the information,
           methods and technologies needed to solve complex business problems.
           Our iAnalytics solution set provides our clients with the tools
           necessary to collect, combine, manage and distribute important
           information within a business. For example, this solution set permits
           a business to link corporate strategy with performance measures and
           distribute these measures throughout the organization.

      --   INTEGRATED TECHNOLOGIES.  Our Integrated Technologies solutions set
           is a combination of several of our key infrastructure development
           skills which are often used in our other Solutions Sets and service
           offerings. These skills include the following:

           --   identifying emerging technologies and the impact they will have
                on existing businesses,

           --   integrating technology from multiple providers, particularly
                technology that was never designed to work together,
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           --   improving the performance of existing information technology
                assets, including intangible assets, like people and processes,
                and tangible assets, such as hardware and software, and

           --   providing hardware and software procurement services.

           Normally, we provide these services as part of our broader set of
           client services. Taken together, however, these services also form
           our Integrated Technologies solution set.

      --   NEW WORLD NETWORKS.  Our New World Networks solution set is an
           integrated set of customer management technology components for
           companies that provide communication, data handling and online
           services over the Internet. This solution set combines technology
           from a variety of commercial off-the-shelf products, including
           software from Siebel, Vitria and Syndesis, to form an integrated
           suite of services for our clients, including service connection,
           order management, billing and customer care management. By offering
           integrated functions based on commercial off-the-shelf solutions, we
           believe this solution set provides our client with a reliable and
           cost-effective way to build customer loyalty and brand-awareness. We
           have implemented this solution set at over 160 clients.

      --   TRANSFORMATION.  Our Transformation solution set helps companies and
           organizations evolve from integrated business models to a portfolio
           of business operations. Each operating entity is designed to maximize
           use of external business alliances. The application of this solution
           set begins with a highly analytical financial review of a client's
           business and then sets a new value enhancing vision and operating
           model, establishes a change blue print and guides the client through
           the steps required for a successful implementation.

BUSINESS DEVELOPMENT AND MARKETING

     SALES PROCESS

     Our partners promote our solutions and expertise in the marketplace
primarily through direct contact with existing and potential clients. We
currently have approximately 1,400 partners globally. Our sales resources are
deployed into the market in two primary ways. First, we dedicate partners to
establishing and building relationships with existing or potential clients based
on our expectations regarding future revenues from the client. Our strategic
clients are those clients that we feel will benefit from substantial services
from us on a continuing basis. For these clients, we devote considerable
resources, including at least one dedicated relationship partner and focused
teams of partners and dedicated sales staff to cultivate and manage our
relationships with executives in the company or organization. We currently have
approximately 100 strategic clients, which are selected by our global management
team.

     We also have more than 300 clients for whom we provide, or expect to
provide, significant services, which we refer to as our managed clients. We use
focused teams of partners to build relationships with these clients. Our managed
clients are selected primarily by our geographic theatre leadership teams and
are often served in only one geographic theatre or region. Depending on our
expectations of future work, we also allocate, as appropriate, business
development resources to our other clients, whom we refer to as our portfolio
clients. Many of these clients are developing or emerging companies that we
believe have high growth potential.

     Our second approach to promoting our services across our geographic
theatres and industry groups is focused on our specific functional and technical
specialties, services and solutions. A majority of our partners sell in this
manner to clients in all three of our client segments, strategic, managed and
portfolio. This type of focused selling is carefully coordinated with
relationship partners and teams in our strategic and managed accounts. In
addition, our alliance relationships provide us with important leads and the
opportunity to work together to pursue and win engagements.

     In both of our primary selling approaches, we provide clear incentives for
our partners and dedicated sales staff. Each partner, for example, has a
specific plan and set of objectives for his or her respective sales or other
client activities for the year. Our partners are paid on the basis of a balanced
scorecard of performance measures, in which the amount of revenues generated and
other client activity by the partner are primary measures of partner
contribution.

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     Our client relationships are not exclusive.

     MARKETING PROGRAM

     We will change our name and begin conducting business under the new name
prior to the closing of this offering. We plan to spend approximately $110
million in the aggregate in fiscal year 2002 and 2003 on marketing in connection
with this change. We expect to invest this amount in the promotion of our brand
through Internet, print and broadcast advertising as well as other means of
marketing. Although the proposed SEC no-action letter would permit us to
continue to use our existing name for up to four years following the closing of
this offering, we believe that changing our name at this time provides us with
several advantages. In addition to emphasizing our separation from the
PricewaterhouseCoopers network of firms, the introduction of our new brand in
this manner provides us the opportunity to build a brand image more appropriate
for a public company. We believe that establishing a new brand at this time is
important for us to fully implement some of our growth strategies.

EMPLOYEES

     As of December 2001, we had approximately 36,000 employees, and we expect
to have over 32,000 employees following our separation. For the fiscal year
ended June 30, 2001, and for the six month period ended December 31, 2001, our
turnover rates for client serving employees other than partners, were 21.3% and
16.0%, respectively, excluding involuntary terminations. Our turnover rate
varies from year to year depending on various economic conditions. For example,
for the twelve months ended December 31, 2000, our turnover rate was 25.1%,
excluding involuntary terminations, reflecting the strong marketplace demand for
people with the skills of our client service staff.

COMPETITION

     We compete for global, regional and local engagements across and within the
four geographic regions, or theatres, in which we have operations. We are one of
the world's leading providers of management consulting and technology services.
Our industry, however, is highly fragmented and competitive. We compete against
a number of different types of businesses, including:

      --   large consulting and systems integration firms such as Accenture,
           CapGemini/E&Y, KPMG Consulting and Deloitte Consulting in the areas
           of management consulting and technology services,

      --   management and strategy consulting firms such as Bain & Company, Booz
           Allen & Hamilton, Inc., The Boston Consulting Group and McKinsey &
           Company in the areas of general business strategy and information
           technology strategy,

      --   information technology product and service vendors such as IBM Global
           Services, Hewlett-Packard and EDS in the areas of information
           technology and systems integration services,

      --   small specialty consulting firms, especially in Europe and North
           America, with strong regional or local practices or expertise in
           specific industry groups such as energy and utilities,

      --   specialized Internet and electronic business services firms,

      --   internal strategy or business development departments of clients and

      --   internal information technology departments of clients, particularly
           with respect to our outsourcing solution area because these services
           often replace all or part of a company's internal information
           technology department.

     The identities of our key competitors vary depending on the geographic
theatre or country involved except with respect to competitors with a global
presence. While there are a large number of firms competing in our industry,
there are only a few firms with a global presence and broad service offerings.
In this category, we regularly compete globally against Accenture and IBM Global
Services.

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     INDUSTRY CONDITIONS

     The competitive conditions in our industry are changing. For example,
outsourcing services are becoming more important to many businesses and
organizations. We believe our primary competitors for our outsourcing solution
area will be Accenture, EDS and IBM Global Services. In our experience, there is
an increasing trend among some of our clients and potential clients to move to a
preferred provider structure in which they rationalize, or reduce, the number of
consultants and technology service providers from which they receive services.
We also believe that many of these clients and potential clients will require
that their preferred providers offer a full range of services, including
outsourcing services.

     There is also an increasing focus on the independence of management
consulting and technology services providers from auditing practices.
Historically, some of the largest management consulting and technology service
providers were part of the "Big 5" accounting firm networks. All of these
accounting firm networks, however, recently have separated, at least in part,
their consulting and technology practices from their accounting and other
businesses or announced an intention to do so. Accenture Ltd., formerly known as
Andersen Consulting, formally separated from Andersen Worldwide and Arthur
Andersen, one of the "Big 5" accounting firm networks, in August 2000. KPMG
Consulting Inc. completed its separation from KPMG LLP, the United States firm
of another "Big 5" accounting network, in February 2001. In addition, in 2000,
Ernst & Young's management consulting business was sold to Cap Gemini S.A., a
European information technology services company. In February 2002, Deloitte
Touche Tohmatsu announced an intention to separate Deloitte Consulting, its
management consulting practice.

     We have described in more detail the changing industry conditions set forth
above and others, as well as the risks for us as a result of these changes,
under "Risk Factors--The management consulting and technology services industry
is highly competitive, and if we do not compete effectively, our revenues and
profitability may decline."

     METHODS OF COMPETITION

     We believe that the principal methods of competition in our industry are
the following:

      --   the quality of the client service staff to be assigned to the
           engagement,

      --   a track record of executing the type of work to be performed in the
           engagement,

      --   offering services that are focused on the client's needs and designed
           to achieve measurable results,

      --   price,

      --   the ability to work well with a client's employees,

      --   industry, business process and information technology expertise and

      --   offering a broad range of services, including outsourcing services.

     We believe our competitive strengths are all positive factors in helping
make us one of the world's leading management consulting and technology service
providers. In addition, we believe that many of our competitors specialize in a
narrow range of services, have a more limited geographic reach than we do, or do
not have deep industry expertise. There are a number of consultants and service
providers, however, that effectively compete with us for engagements.

     Because of the independence-related issues described in this prospectus, we
currently are at a competitive disadvantage compared with our major competitors
that are not constrained by these issues. These competitors are able to enter
into strategic alliances, joint ventures and outsourcing arrangements with, and
offer contingent fee or other risk-sharing arrangements to, their clients,
without the constraints of independence that limit us. Their clients also do not
limit their services because of independence-related issues. In addition, we
need to develop our outsourcing solution area, which we have been constrained in
developing due in part to independence issues. We also need to develop stronger
capabilities in systems integration services, primarily in

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Europe, in order to compete effectively for engagements that require these
services, particularly engagements to transform a business and outsourcing
engagements.

     COMPETITION WITH THE PRICEWATERHOUSECOOPERS FIRMS

     Although we have entered into noncompetition arrangements with the
PricewaterhouseCoopers firms, following our separation the
PricewaterhouseCoopers firms will continue to be able to offer some management
consulting and technology services, such as most human resources services. In
addition, the PricewaterhouseCoopers firms will be able to offer all management
consulting and technology services to clients that have less than a specified
amount of revenues in a particular country or region where services will be
provided, which is $1 billion in the United Kingdom, $1 billion for private
companies in Germany, $500 million for public companies in Germany and $400
million in the United States. These firms, however, will not be permitted to
provide any of the restricted management consulting and technology services if
these clients have $5 billion or more in aggregate annual worldwide consolidated
revenues. This competition may result in confusion among our clients and
industry vendors and may also further reduce the likelihood that leads from the
PricewaterhouseCoopers firms will continue following this offering. We believe
that our business in Europe will be most affected by the loss of these leads and
competition from the PricewaterhouseCoopers firms. Please see "Arrangements with
PricewaterhouseCoopers Network of Firms--Rollup Agreements--Noncompetition" for
a description of the noncompetition agreements between us and the
PricewaterhouseCoopers firms.

INTELLECTUAL PROPERTY AND KNOWLEDGE MANAGEMENT

     Our most valuable assets are our client service staff and the building,
renewing and sharing of knowledge, skills and experiences among them. We believe
the sharing of knowledge, skills and experiences across our global business
enables us to provide consistent, quality services to our clients.

     Our intellectual property consists of our reusable methodologies,
techniques and expertise developed through our consulting engagements, research
and other activities as well as our industry point-of-view reports, training
materials and other publications. We believe that this intellectual property has
significant and ongoing value, but we also believe in the need to constantly
update and develop new intellectual property to stay ahead of industry, business
and technology trends, meet the needs of our clients today and anticipate their
future needs. We also believe that the skills and processes through which our
employees develop new intellectual property are valuable.

     PROPRIETARY METHODS AND TOOLS

     We offer a wide variety of services to our clients. To manage these diverse
services, we apply a common methodology, called Ascendant, to harmonize our
offerings and manage our engagements. Ascendant is our method for delivering our
services and offers extensive online guidance on how to plan and execute each
type of project. It also includes Ascendant TEAM, our secure Internet-based
project office and collaboration tool which allows project team members,
including clients and vendors, to share project information and work products.

     BUILDING AND RENEWING THE SKILLS OF OUR CLIENT SERVICE STAFF

     Our global training program offers a combination of classroom, self-paced
and Internet-based training courses. Our curriculum is accessible through an
Internet-based learning network and has a catalog of over 3,500 course
offerings. In fiscal year 2001, we provided over 200,000 days of instructor-led
training to more than 41,000 participants and more than 1,000,000 hours of
Internet-based learning. Our global training center in Tampa, Florida also
provides a state-of-the-art facility dedicated to training our client service
staff. This center, along with our six other dedicated regional training centers
and local training facilities, allow us to provide a useful combination of
classroom, local and remote training. Our training and skill development
programs have received recognition from a variety of sources. For example,
Training, a professional

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development magazine, has ranked us number 20 on their 2002 annual list of the
Training Top 100, a list of companies that the magazine identifies as having a
commitment to workforce development.

     KNOWLEDGE MANAGEMENT

     We provide our client service staff with global access to skills and
techniques. Through our knowledge management repositories, our client service
staff worldwide have access to our latest knowledge and best practices,
reference material and learning from recent client engagements and industry
trends. We have extensive programs and technologies to capture and share
knowledge among our employees, such as our dedicated knowledge management
employees whose responsibilities include identifying, evaluating and
disseminating examples of innovative services and materials throughout our
organization. Approximately 190,000 documents are continuously available to our
client service staff globally. Approximately 1,000 new documents, on average,
are added for knowledge sharing each month to these repositories. In addition,
we maintain a proprietary database of corporate benchmark data, including
detailed process performance metrics for more than 150 major companies
worldwide, which are used as input as we help clients transform their
businesses.

     INTELLECTUAL PROPERTY PROTECTION

     We rely on a combination of trademark, service mark, copyright and trade
secret laws to protect our intellectual property along with confidentiality and
non-compete agreements with our employees. We also use these agreements to
protect the intellectual property of third parties for which we have a license.
We depend on our clients to respect the copyright on our materials, to limit
distribution of our materials to within their organizations and to use the
intellectual property we provide for their internal business purposes only. We
generally do not require our clients to enter into any contractual obligations,
other than customary confidentiality agreements, with respect to their use of
our intellectual property. In addition, we endeavor to limit access to, or
distribution of, all confidential information generated in the course of our
business or disclosed to us by clients or others. Our trademarks generally are
perpetual in nature.

     We pursue the protection of our trademarks in the United States and several
foreign jurisdictions. Policing unauthorized use of our copyrighted material and
trademarks is difficult and expensive. Our efforts to protect our intellectual
property rights may not deter misappropriation of our intellectual property. In
addition, our competitors may adopt product or service names similar to ours,
impeding our ability to build brand identity and possibly leading to customer
confusion. Our competitors also may independently develop similar methodologies,
techniques and expertise, and we would have no claim against them. We may be
subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. We may
incur substantial expenses in defending against these third-party infringement
claims, regardless of their merit.

     The PricewaterhouseCoopers firms will transfer to us all their right, title
and interest in intellectual property that is used either exclusively or
primarily in our business. We will grant back to the PricewaterhouseCoopers
firms a perpetual, irrevocable, royalty-free and fully-paid license to use, in a
manner consistent with previous use in any business other than our business,
intellectual property that is used primarily, but not exclusively, in our
business. The PricewaterhouseCoopers firms will retain ownership in intellectual
property that is neither exclusively nor primarily used in our business, and
they will grant to us a perpetual, irrevocable, royalty-free and fully paid
license to use, in a manner consistent with our previous use, the retained
intellectual property to the extent it is used in our business.

DESCRIPTION OF FACILITIES

     Our principal executives office is in Hamilton, Bermuda. We have offices in
over 180 locations in approximately 50 countries, including offices in Atlanta,
Chicago, Dallas, Frankfurt, Hong Kong, London, Madrid, New York, Paris,
Philadelphia, San Francisco, Sao Paulo, Sydney, Tokyo and Toronto. We do not own
any material real property. Substantially all of our office space is leased. We
believe that our facilities are adequate to meet our needs in the near future.

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     We currently share office space with the PricewaterhouseCoopers firms and
will continue to do so following our separation. The amount of space, however,
that we share currently is less than 50% of our total leased space and will
continue to decline prior to and after our separation. Please see "Arrangements
with the PricewaterhouseCoopers Network of Firms--Assignment and Assumption
Agreements, Sublease Agreements and Master License Agreement" for a description
of the types of arrangements we will have with these firms.

LEGAL PROCEEDINGS

     We are involved in a number of judicial, administrative and arbitration
proceedings concerning matters arising in the ordinary course of our business.
We do not expect that any of these matters, individually or in the aggregate,
will have a material impact on our results of operations or financial condition.

     The United States firm of PricewaterhouseCoopers, PricewaterhouseCoopers
LLP, and several other Big 5 accounting firms and their separated management
consulting businesses are defendants in Warmack-Muskogee Limited Partnership v.
PricewaterhouseCoopers LLP, et al., Case No. E2001-504-3, Chancery Court, Miller
County, Arkansas. The purported but uncertified plaintiff class action, filed in
October 2001, seeks unspecified damages for claims relating to the manner in
which certain travel and related expenses were charged to clients of the
defendants. PricewaterhouseCoopers LLP is also responding to a subpoena from the
Inspector General of the United States Postal Service relating to similar issues
involving government clients. We are not a party to any litigation, nor have we
received any subpoenas, relating to these matters. Under the terms of the rollup
agreements, we have agreed to take responsibility for 25% percent of the costs
of PricewaterhouseCoopers LLP in responding to these matters, including any
judgments or settlement costs. PricewaterhouseCoopers LLP and we intend
vigorously to respond to these matters, and we do not believe that the outcome
of these matters will have a material adverse effect on our financial position,
results of operations or cash flows.

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                                   MANAGEMENT

OUR DIRECTORS AND EXECUTIVE OFFICERS

     Our board of directors currently consists of three members. All our
directors currently are partners of a PricewaterhouseCoopers firm. Prior to the
completion of this offering, Mr. Brown and Mr. Leipzig will resign their
positions. We plan to expand the size of our board of directors following this
offering, including by appointing a number of independent outside directors and
a number of our partners to our board of directors. It is our current
expectation, however, that a majority of our board will be comprised of
independent outside directors.

     The following table sets forth information as to our directors and
executive officers.

<Table>
<Caption>
                   NAME                     AGE                    POSITION
------------------------------------------  ---   ------------------------------------------
<S>                                         <C>   <C>
Thomas C. O'Neill.........................  57    President, Chief Executive Officer and
                                                  Director
J. Frank Brown............................  45    Vice President and Director
Thomas A. Leipzig.........................  58    Director
Willard W. Brittain.......................  54    Chief Operating Officer
David Craig...............................  47    Chief Financial Officer
Michael S. Collins........................  49    Managing Partner, Americas theatre
Dennis J. Dall............................  60    Managing Partner, Asia Pacific theatre
David Dockray.............................  49    Managing Partner, EMEA theatre
Ronald B. Hauben..........................  44    General Counsel and Corporate Secretary
Clive D. Newton...........................  49    Global Leader of Human Capital
Jose Luiz T. Rossi........................  43    Managing Partner, SOACAT theatre
</Table>

     THOMAS C. O'NEILL is a director, the President and the Chief Executive
Officer of our company. He assumed the duties of chief executive officer for the
management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in January 2002. From July 2000 until
January 2002, he served as the Chief Operating Officer of the
PricewaterhouseCoopers network of firms. From July 1998 until July 2001, he was
the Chief Executive Officer of the PricewaterhouseCoopers firm in Canada. From
July 1996 until July 1998, when the mergers of the Coopers & Lybrand and Price
Waterhouse network of firms occurred, he served as Chairman and Chief Executive
Officer of the Price Waterhouse firm in Canada. Mr. O'Neill joined the Price
Waterhouse firm in Canada in 1967 and was admitted as a partner in 1978.

     J. FRANK BROWN currently is a director and the Vice President of our
company. Since August 2000, he has been the Global Leader for Assurance and
Business Advisory Services of the PricewaterhouseCoopers network of firms. From
July 1998 to July 2000, Mr. Brown was the Managing Partner of
PricewaterhouseCoopers New York area offices. From April 1995 to June 1998, Mr.
Brown was the Managing Partner of the New York area offices of Price Waterhouse.
He joined the Price Waterhouse firm in the United States in 1980 and was
admitted as a partner in 1989. Mr. Brown will resign as a director of our
company prior to the closing of this offering.

     THOMAS A. LEIPZIG currently is a director of our company. Since October
1998, he has been the head of the Global Regulatory and Independence Task Force
of the PricewaterhouseCoopers network of firms and has been responsible for the
implementation of various restructuring efforts. From October 1991 to June 1998,
Mr. Leipzig headed the United States corporate finance business of the Price
Waterhouse network of firms. He joined the Price Waterhouse firm in the United
States in 1969 and was admitted as a partner in 1979. Mr. Leipzig will resign as
a director of our company prior to the closing of this offering.

     WILLARD W. BRITTAIN is the Chief Operating Officer of our company. He
assumed the duties of chief operating officer for the management consulting and
technology services businesses of the PricewaterhouseCoopers network of firms in
August 2000. From July 1998 until August 2000, he was Vice Chairman of the
PricewaterhouseCoopers network of firms with responsibility for the lines of
service. From

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July 1997 until July 1998, he served as the Vice Chairman of the Price
Waterhouse network of firms with responsibility for the Price Waterhouse lines
of service. Mr. Brittain joined the Price Waterhouse firm in the United States
in 1974 and was admitted as a partner in 1983.

     DAVID CRAIG is the Chief Financial Officer of our company. He assumed the
duties of chief financial officer for the management consulting and technology
services businesses of the PricewaterhouseCoopers network of firms in January
2002 after having acted in that position since June 2001. From July 2000 until
December 2002, he was the Chief Financial Officer of the Asia Pacific Theatre.
From July 1998 until June 2000, he was the Operations Leader for
PricewaterhouseCoopers firms operating in Australasia which includes Australia,
New Zealand and Indonesia. From January 1996 until July 1998, he was the
Executive Director Strategy and Operations of Price Waterhouse firms operating
in Australasia. Mr. Craig joined the Price Waterhouse firm in Australia in 1976
and was admitted as a partner in 1985.

     MICHAEL S. COLLINS is the Managing Partner, Americas theatre, which
includes the United States, Canada and Mexico. He assumed his current duties for
the management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in March 2000. Prior to this he held the
consulting leadership position of Managing Partner of the east business unit of
the PricewaterhouseCoopers firm in the United States from July 1998 to February
2000. From July 1997 to June 1998, he was Managing Partner of the United States
eastern region of the Price Waterhouse network of firms. From July 1995 to June
1997, he was Managing Partner of the United States southeast region of the Price
Waterhouse network of firms. Mr. Collins joined the Price Waterhouse firm in the
United States in 1985 as a partner.

     DENNIS J. DALL is Managing Partner, Asia Pacific theatre. He assumed his
current duties for the management consulting and technology services businesses
of the PricewaterhouseCoopers network of firms in July 1998. From January 1996
until July 1998, he served as the Managing Partner for the Price Waterhouse
firms operating in Australia, New Zealand and Indonesia. Mr. Dall joined the
Price Waterhouse firm in Australia in 1977 and was admitted as a partner in the
same year.

     DAVID DOCKRAY is Managing Partner, EMEA theatre, which includes countries
in Europe, the Middle East and Africa. He assumed his current duties for the
management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in July 2001. From July 1998 until July
2001, he was the global leader of the Products industry group for the management
consulting and technology services business of the PricewaterhouseCoopers
network of firms. From December 1995 until July 1998, he served as the Executive
Partner of the Coopers & Lybrand consulting business in the United Kingdom. Mr.
Dockray joined the Coopers & Lybrand firm in the United Kingdom in 1982 and was
admitted as a partner in 1988.

     RONALD B. HAUBEN is our General Counsel and Corporate Secretary. He assumed
the duties of general counsel for the management consulting and technology
services businesses of the PricewaterhouseCoopers network of firms in July 2001.
From July 1998 until July 2001, he served as global chief corporate counsel for
the PricewaterhouseCoopers network of firms. From July 1997 to July 1998, he
served as global chief corporate counsel for the Price Waterhouse network of
firms. Mr. Hauben joined the Price Waterhouse firm in the United States in 1989
and was admitted as a partner in 1997.

     CLIVE D. NEWTON is the global Leader of Human Capital, which includes
People & Knowledge, Partner Affairs and Human Resources. He assumed his current
duties for the management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in September 2000. From July 1998 to
June 2000, he was global head of Human Resources for the PricewaterhouseCoopers
network of firms. Prior to that he was global head of Human Resources for the
management consulting businesses of the Price Waterhouse network of firms from
July 1996 to June 1998. Mr. Newton joined the Price Waterhouse network of firms
in 1982 and was admitted as a partner in 1989.

     JOSE LUIZ T. ROSSI is Managing Partner, SOACAT theatre, which includes the
countries in South America and Central America. He assumed his current duties
for the management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in August 2001. From July 1998 until
August 2001, he was in charge of all the technology services areas of the
PricewaterhouseCoopers firms operating in South America and Central America.
From July 1996 until June 1998, he was responsible for the

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same duties for the Price Waterhouse firms operating in South and Central
America. Mr. Rossi joined the Price Waterhouse firm in Brazil in 1986 and was
admitted as a partner in 1989.

BOARD OF DIRECTORS

     Upon the completion of our separation, our bye-laws will provide for the
division of our board into three classes, as nearly equal in number as possible,
with one class to be originally elected for a term expiring at the annual
general meeting of shareholders to be held in 2003, another class to be
originally elected for a term expiring at the annual general meeting of
shareholders to be held in 2004 and the final class to be originally elected for
a term expiring at the annual general meeting of shareholders to be held in
2005. Each director will hold office until his or her successor is duly elected
and qualified. Commencing with the 2003 annual general meeting of shareholders,
directors elected to succeed directors whose terms then expire will be elected
for a term of three years.

     Our bye-laws provide that directors may be removed only for cause by the
affirmative vote of the holders of at least a majority of the voting power of
all voting shares then outstanding, voting together as a single class.

     All of our executive officers will be appointed by and will serve at the
discretion of our board of directors. There are no family relationships among
any of our directors and executive officers.

     Our board of directors will have three primary committees:

      --   an audit committee,

      --   a compensation committee and

      --   a nominating committee.

     The audit committee's primary duties and responsibilities will be:

      --   assisting our board of directors with respect to the adequacy of our
           internal controls and financial reporting process and the reliability
           of our financial statements,

      --   assisting our board of directors with respect to the independence and
           performance of our internal auditors and independent auditors,

      --   assisting our board of directors with respect to our compliance with
           legal and regulatory requirements and

      --   recommending to our board of directors the appointment of the
           independent auditors.

     The compensation committee, or a subcommittee established by the
compensation committee, will administer our equity-based compensation and
benefits plan and will review and approve base and incentive pay and other
matters relating to the compensation of our executive officers. The compensation
committee also will review and make recommendations to the full board of
directors regarding board compensation.

     The nominating committee will make recommendations to our board of
directors regarding the size and composition of our board of directors, recruit
and recommend candidates for election to our board of directors, appoint
committee chairs and recommend directors for committee membership, lead
succession planning efforts, particularly with respect to our chief executive
officer, and approve programs for senior executive development.

     From time to time, our board of directors may establish other committees to
facilitate the management of our business.

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OUTSIDE DIRECTOR COMPENSATION

     We have not yet paid any compensation to outside directors. We currently
anticipate that, in the future, outside directors will receive the following
compensation:

      --   an annual retainer of $          , 50% of which will be paid in the
           form of restricted Class A common shares that will vest over a
           three-year period,

      --   an initial grant of an option to purchase                     Class A
           common shares upon election to our board of directors and

      --   a grant of an option to purchase                     Class A common
           shares upon re-election to our board of directors.

     We currently anticipate that options granted to our directors will be
immediately and fully vested at the time of grant and will generally expire
after 10 years. Other than annual retainer fees to be paid to committee chairs,
which are expected to range between $          and $          , we do not
currently intend to pay meeting fees or any other fees to our directors. We
anticipate that our directors will have the opportunity to defer, in whole or in
part, all cash and restricted shares received as part of their annual or
committee chair retainer.

     Our outside directors will be required to satisfy minimum share ownership
policies that we establish from time to time. Our current intention is for our
directors to maintain a shareholding of at least three times their annual
retainer in the form of our Class A common shares. Our directors will have three
years from the time of appointment or election to reach this ownership level.

EXECUTIVE COMPENSATION

     In connection with our separation, our named executive officers, as defined
below, will enter into an employment agreement with one of the businesses that
will be transferred to us. It is expected that these agreements will have
provisions similar to those included in employment agreements of executive
officers of large, publicly-traded companies. The terms of these agreements have
yet to be determined.

     As of the closing of this offering, our partners, including our executive
officers, will cease participating in the retirement plans of the
PricewaterhouseCoopers firms and will begin to participate in new retirement
programs established by us and our affiliates. We have not yet determined the
terms of the retirement programs that we will put in place.

     Prior to our separation, our business was conducted through a series of
separate partnerships and corporations under the control of local partners and
shareholders of the PricewaterhouseCoopers firms. The corporations were operated
in a manner similar to that of a corporation. For these partnerships, earnings
were available to their partners as partnerships distributions. Partnership
distributions are not executive compensation in the customary sense of that term
because partnership distributions are comprised of distributions of current
earnings. Therefore it is not practical to differentiate between the ownership
components of distributions to partners and shareholders from the compensation
components of such distributions. In connection with our separation, we are
restructuring the manner in which our partners are compensated, as described
below. As a result, historic individual compensation information for our named
executive officers does not accurately reflect the compensation we expect our
named executive officers to earn. Accordingly, the following table will set
forth the expected compensation of our chief executive officer and our

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four other most highly compensated executive officers for fiscal year 2003,
which we expect to determine in the near future. We refer to these individuals
as our named executive officers.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                LONG TERM COMPENSATION
                                                                         -------------------------------------
                                             ANNUAL COMPENSATION                 AWARDS              PAYOUTS
                                       -------------------------------   -----------------------   -----------
                                                               OTHER                  SECURITIES
                                                              ANNUAL     RESTRICTED   UNDERLYING                 ALL OTHER
                                                              COMPEN-      STOCK       OPTIONS/       LTIP        COMPEN-
NAME AND PRINCIPAL POSITION  YEAR(1)    SALARY    BONUS(2)   SATION(3)   AWARDS(4)       SARS        PAYOUTS     SATION(5)
---------------------------  -------   --------   --------   ---------   ----------   ----------   -----------   ---------
<S>                          <C>       <C>        <C>        <C>         <C>          <C>          <C>           <C>
Thomas C. O'Neill.......      2003     $          $          $            $                         $            $
CEO
[Name]..................      2003
[Title]
[Name]..................      2003
[Title]
[Name]..................      2003
[Title]
[Name]..................      2003
[Title]
</Table>

---------------
(1) The information presented in this Summary Compensation Table is the expected
    compensation for our named executive officers for fiscal year 2003.

(2) Amounts in this column represent the target annual incentive bonus
    established for our named executive officers for our 2003 fiscal year.
    Amounts actually paid to our named executive officers could be more or less
    than this target amount based upon our performance during our 2003 fiscal
    year.

(3) Amounts in this column will relate to perquisites and other personal
    benefits, securities or property made available to named executive officers.

(4) Amounts in this column equal the number of restricted share units granted to
    our named executive officers in connection with this offering multiplied by
    the offering price of $          , which is the midpoint of the range set
    forth on the cover of this prospectus for Class A common shares.

(5) Amounts in this column equal the amount of contributions we expect to make
    on behalf of our named executive officers to our defined contribution
    retirement plans assuming each named executive officer made the maximum
    permitted employee contribution to such plans and the dollar value of any
    expected insurance premiums paid by us for the named executive officers for
    our 2003 fiscal year.

     Aggregate compensation paid to key employees who are not named executive
officers may exceed that paid to the named executive officers.

PARTNER COMPENSATION

     As a public company, we will no longer distribute our earnings directly to
our partners. Following this offering, the annual compensation of our partners
will consist of both cash and equity components and a benefits program to be
adopted as of the closing of this offering. The cash component will consist of a
fixed element and a variable cash incentive element. Our policy for compensation
of our continuing partners following this offering is that our continuing
partners will take an average reduction in the cash component of their total
target income for the applicable fiscal year of approximately 20%, generally
ranging for individual partners from 5% to 30% and for executive officers from
30% to 50%. Partners with the highest income generally will have the greatest
percentage reductions. Our board of directors will approve total targeted income
for each fiscal year. Although we expect our partners to agree to these
reductions, labor laws in some countries in which we operate may restrict our
ability to enforce these reductions. In light of the reduction in the cash
component of our partners' total target income, we intend to make fiscal year
2003 grants of restricted share units to our partners under the 2003 Share
Incentive Plan described below in connection with the closing of this offering.
Each of these units will represent the right to receive one Class A common share
and will be fully vested at the closing of this offering. It is expected that
Class A common shares underlying the units will

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<PAGE>

have a value at the time of grant equal to the approximate aggregate reduction
to our partners' cash compensation for fiscal year 2003. Actual grants made to
individual partners will be based on that partner's actual reduction in the cash
component of his or her total target income. The Class A common shares
underlying the units will be deliverable to our partners according to the
schedule set forth below.

<Table>
<Caption>
                   SHARES UNDERLYING
                    RESTRICTED SHARE
                    UNITS DELIVERED                       YEARS AFTER THE CLOSING OF
                      TO PARTNERS                               THIS OFFERING
                   -----------------                      --------------------------
<S>                                                       <C>
      20%...............................................          1 year
      20%...............................................         2 years
      20%...............................................         3 years
      15%...............................................         4 years
      25%...............................................   The later of 5 years
                                                            and termination of
                                                           employment with us.
</Table>

     All of the Class A common shares underlying the restricted share units will
be delivered to our partners, or their estates, who, before the fifth
anniversary of this offering, die, become disabled while employed by us or
terminate employment with us at or after age 55 and are not in violation of
their non-competition agreement.

     For periods after fiscal year 2003, the equity component will consist of
stock options exercisable for Class A common shares. These options will be
subject to vesting conditions that require continued employment or service with
us and, in some cases, the achievement of specified performance targets. We
expect that after fiscal year 2003, the value of stock option grants will, in
the aggregate, comprise 20% of our partners' total target income. Actual stock
option grants will be based on, among other things, market conditions, our
performance and individual performance. Changes to our compensation policy must
be approved by a majority of our independent directors.

NON-COMPETITION; TRANSFER RESTRICTIONS

     Our executive officers, along with our other partners, have agreed to
non-competition and related arrangements and limitations on their ability to
transfer the Class A common shares, the Class X common shares, PwC Consulting
SCA Class I common shares and the exchangeable shares of our subsidiaries they
received in connection with our separation. These arrangements are described in
"Arrangements with Our Partners."

2003 SHARE INCENTIVE PLAN

     The following description sets forth the material terms of our 2003 Share
Incentive Plan, which we refer to as our share incentive plan, and which has
been filed as an exhibit to the registration statement of which this prospectus
forms a part. The following description is qualified in its entirety by
reference to the relevant exhibit.

     GENERAL

     The share incentive plan permits the grant of nonqualified stock options,
incentive stock options, restricted shares, restricted share units, share
appreciation rights and other share-based awards to all employees or service
providers of PwCC Limited and our affiliates, as well as individuals in
anticipation of their becoming employees or service providers. A maximum of
          Class A common shares may be subject to awards under the share
incentive plan. The maximum number of Class A common shares that may be subject
to awards under the share incentive plan shall not exceed 30% of the number of
Class A common shares outstanding immediately after this offering, calculated
assuming all shares issued by our subsidiaries in connection with our separation
to PricewaterhouseCoopers firms, their partners or shareholders and our partners
have been redeemed or exchanged on a one-for-one basis for our Class A common
shares. Unless

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<PAGE>

approved by a majority of our independent directors, the number of newly issued
Class A common shares subject to awards granted under the share incentive plan
in fiscal years 2003 and 2004, including Class A common shares subject to
restricted share units granted to our partners in connection with this offering,
is expected to be no more than 20% of the number of Class A common shares
outstanding immediately after this offering, calculated assuming all shares
issued by our subsidiaries in connection with our separation to
PricewaterhouseCoopers firms, their partners or shareholders and our partners
have been redeemed or exchanged on a one-for-one basis for our Class A common
shares. The maximum number of shares for which awards may be granted to any
participant in any calendar year is           . These limits, as well as the
number of shares subject to outstanding awards, the exercise price of
outstanding awards and other award terms, are subject to appropriate adjustment
on account of share splits, share dividends, mergers, recapitalizations and
other significant events relating to our Class A common shares. Our Class A
common shares covered by awards that expire, terminate or lapse will again be
available for the grant of awards under the share incentive plan. Our Class A
common shares issued under the share incentive plan may consist of unissued
Class A common shares or previously issued and repurchased Class A common
shares.

     ADMINISTRATION

     The share incentive plan will be administered by the compensation committee
of our board of directors, which may delegate its duties and powers in whole or
in part as it determines. Our board of directors, however, may, in its sole
discretion, take any action designated to the committee as it deems necessary.
The compensation committee will have the sole discretion to determine the
participants to whom awards may be granted under the share incentive plan and
the manner in which these awards will vest. Awards will be granted in numbers
and at times during the term of the share incentive plan as the compensation
committee shall determine. The compensation committee will be authorized to
interpret the share incentive plan, to establish, amend and rescind any rules
and regulations relating to the share incentive plan and to make any other
determinations that it deems necessary or desirable for the administration of
the share incentive plan. The compensation committee will be able to correct any
defect, supply any omission or reconcile any inconsistency in the share
incentive plan in the manner and to the extent the compensation committee deems
necessary or desirable.

     OPTIONS

     The compensation committee will determine the exercise price for each
option, which generally must be no less than the fair market value of our Class
A common shares on the date the option is granted. In general, a participant may
exercise an option by written notice and payment of the exercise price in one of
the following ways:

      --   in cash,

      --   by the transfer of a number of our Class A common shares already
           owned by the participant for at least six months, or another period
           consistent with applicable accounting rules, with a fair market value
           equal to the exercise price,

      --   in a combination of cash and the transfer of a number of our Class A
           common shares already owned by the participant for at least six
           months, or another period consistent with applicable accounting
           rules, with a fair market value equal to the exercise price or

      --   through the delivery of irrevocable instructions to a broker to sell
           our Class A common shares obtained upon the exercise of the options
           and deliver promptly to us an amount out of the proceeds of the sale
           equal to the exercise price for the Class A common shares being
           purchased.

     RESTRICTED SHARE UNITS, RESTRICTED SHARES AND OTHER SHARE-BASED AWARDS

     The compensation committee may grant awards of restricted share units,
restricted shares and other awards that are valued in whole or in part by
reference to, or are otherwise based on the fair market value of,

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<PAGE>

our Class A common shares. The restricted share units, restricted shares and
other share-based awards will be subject to the terms and conditions established
by the compensation committee.

     SHARE APPRECIATION RIGHTS

     The compensation committee may grant share appreciation rights independent
of, or in connection with, an option. The exercise price per share of a share
appreciation right will be determined by the compensation committee. Generally,
each share appreciation right will entitle a participant upon exercise to an
amount equal to the excess of the fair market value on the exercise date of one
Class A common share over the product of the exercise price per share multiplied
by the number of Class A common shares covered by the share appreciation right.
Payment will be made in Class A common shares, valued at fair market value, in
cash or partly in Class A common shares and partly in cash, all as determined by
the compensation committee.

     TRANSFERABILITY

     Unless otherwise determined by the compensation committee, awards granted
under the share incentive plan are not transferable other than by will or by the
laws of descent and distribution.

     CHANGE IN CONTROL

     In the event of a change in control, unless specifically provided otherwise
in an award document, outstanding awards will become fully vested and
exercisable and any restrictions to awards will automatically lapse. The
compensation committee may provide for the cancellation of an award and payment
of cash or other consideration to the holder of the award in consideration for
such cancellation.

     AMENDMENT AND TERMINATION

     Our board of directors will be able to amend, alter or discontinue the
share incentive plan at any time. Our board of directors may not make, however,
any amendment, alteration or discontinuation that would impair in a material
manner any of the rights of a participant under any awards previously granted
without the participant's consent. In addition, until June 30, 2005, our board
of directors may not increase the number of our Class A common shares reserved
for purposes of the share incentive plan without the approval of our
shareholders and, until June 30, 2005, without the approval of a majority of our
independent directors and without the approval of our shareholders.

2003 EMPLOYEE SHARE PURCHASE PLAN

     The following description sets forth the material terms of our 2003
Employee Share Purchase Plan, which we refer to as our employee share purchase
plan, and which will be filed as an exhibit to the registration statement of
which this prospectus forms a part. The following description is qualified in
its entirety by reference to the relevant exhibit.

     GENERAL

     A maximum of           Class A common shares may be issued under the
employee share purchase plan. The number of Class A common shares issued or
reserved pursuant to the employee share purchase plan or pursuant to outstanding
awards is subject to appropriate adjustment on account of share splits, share
dividends, mergers, recapitalizations and other significant events relating to
our Class A common shares. Our Class A common shares issued under the employee
share purchase plan may consist of unissued Class A common shares or previously
issued and repurchased Class A common shares.

     ADMINISTRATION

     The employee share purchase plan will be administered by the compensation
committee of our board of directors. The compensation committee will have the
authority to make rules and regulations for the

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<PAGE>

administration of the plan and its interpretations, and decisions with regard to
the employee share purchase plan, and these rules and regulations will be final
and conclusive.

     ELIGIBILITY

     We currently expect that each of our employees and service providers and
employees and service providers of some of our subsidiaries will be eligible to
participate in the employee share purchase plan, subject to securities laws in
each jurisdiction.

     PARTICIPATION IN THE PLAN

     Eligible participants may participate in the employee share purchase plan
by electing to enroll in an offering period pursuant to procedures set forth by
the compensation committee. A participant's participation in the employee share
purchase plan will continue until the participant makes a new election or
withdraws from an offering period or the plan or ceases employment with us for
any reason.

     PAYROLL DEDUCTIONS

     Payroll deductions will be made from the compensation paid to each
participant for each offering period in a whole percentage elected by the
participant. No participant, however will be entitled to purchase, during any
calendar year, Class A common shares with an aggregate fair market value in
excess of $25,000.

     TERMINATION OF PARTICIPATION IN THE PLAN

     The compensation committee will determine the terms and conditions under
which a participant may withdraw from an offering period or the employee share
purchase plan. The termination of the participant's employment or service for
any reason will terminate a participant's participation in the employee share
purchase plan. In general, upon a termination of a participant's employment or
service, we will return, without interest, all payroll deductions credited to
the former participant's plan account to the former participant or the former
participant's beneficiary.

     PURCHASE OF SHARES

     With respect to an offering period, we will grant each participant an
option to purchase Class A common shares. On the last day of each offering
period or on an earlier date as determined by the compensation committee, which
we refer to as a purchase date, we will apply the funds in each participant's
account to purchase Class A common shares. The purchase price will be 85% of the
fair market value of our Class A common shares on the first day of the offering
date or the purchase date, as designated by the compensation committee. As soon
as practicable after each purchase date, the number of Class A common shares
purchased by each participant will be deposited in a brokerage account
established in the participant's name.

     AMENDMENT AND TERMINATION

     Our board of directors may amend, alter or discontinue the employee share
purchase plan. Our board of directors may not, however, amend, alter or
discontinue the employee share purchase plan in a manner that would increase the
number of Class A common shares authorized for the employee share purchase plan
without the approval of our shareholders and, until June 30, 2005, without the
approval of a majority of our outside directors. In addition, without a
participant's consent our board of directors may not amend, alter or discontinue
the employee share purchase plan in a manner that would impair in a material
manner the participant's rights or obligations under any option granted under
the plan.

     The employee share purchase plan will terminate upon the earliest of the
termination of the employee share purchase plan by our board of directors, the
issuance of all of our Class A common shares reserved for issuance under the
plan or the tenth anniversary of the effective date of the employee share
purchase plan.

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<PAGE>

     CHANGE IN CONTROL

     In the event of a change in control, any offering period still in progress
shall be shortened by setting a new purchase date, which date will be prior to
the consummation of the change in control.

FURTHER SHARE PLANS FOR EMPLOYEES OR SERVICE PROVIDERS OUTSIDE THE UNITED STATES

     Our board of directors or compensation committee also may establish further
employee share plans for employees or service providers outside of the United
States, which will be based upon our share incentive plan and employee share
purchase plan but modified to take account of tax, legal and exchange control
requirements outside the United States. All allocations will count against the
maximum number of Class A common shares that may be subject to awards granted
under our share incentive plan and the employee share purchase plan.

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<PAGE>

         ARRANGEMENTS WITH THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS

     In connection with our separation from the PricewaterhouseCoopers network
of firms, substantially all of these firms with management consulting and
technology services businesses will transfer to us, directly or indirectly, the
assets and liabilities comprising these businesses in separate transactions. For
more information regarding the assets and liabilities being transferred to us in
these transactions, see our unaudited pro forma combined financial statements
and notes to these statements.

     We will issue our equity or equity of our subsidiaries to various firms in
the PricewaterhouseCoopers network, and partners or shareholders of some other
firms in the network, in connection with our separation in a variety of ways.
Firms in the PricewaterhouseCoopers network, or their partners or shareholders,
transferring their management consulting and technology services businesses to
us will exchange their interests in these businesses for our equity or equity of
our subsidiaries. Some firms may receive cash in exchange for their interests.
Other firms of the PricewaterhouseCoopers network will fall into one of the
following categories:

      --   FIRMS WITH NO MANAGEMENT CONSULTING AND TECHNOLOGY SERVICES
           BUSINESSES.  If these firms enter into non-compete arrangements with
           us, execute the shareholders agreement described below and agree to
           participate in this offering, we will give them a cash payment or
           equity in us, at our discretion.

      --   FIRMS NOT INVITED TO TRANSFER THEIR MANAGEMENT CONSULTING AND
           TECHNOLOGY SERVICES BUSINESSES TO US. If these firms agree to divest
           their management consulting and technology services businesses, enter
           into non-compete arrangements with us, execute the shareholders
           agreement and agree to participate in this offering, we will give
           them a cash payment or equity in us, at our discretion. Otherwise,
           they will lose the right to use the PricewaterhouseCoopers name in
           connection with restricted management consulting and technology
           services businesses, and we will be free to compete with them.

      --   FIRMS ELECTING NOT TO TRANSFER THEIR MANAGEMENT CONSULTING AND
           TECHNOLOGY SERVICES BUSINESSES TO US. These firms may no longer use
           the PricewaterhouseCoopers name in connection with restricted
           management consulting and technology services businesses, will not
           receive any cash or equity from us and we will be free to compete
           with them. In addition, if the management consulting and technology
           services businesses of any of these firms are material to the firm as
           a whole, the firm will not be able to sell its management consulting
           and technology services business without the consent of the governing
           board of the PricewaterhouseCoopers network of firms.

      --   FIRMS ELECTING TO TRANSFER THEIR MANAGEMENT CONSULTING AND TECHNOLOGY
           SERVICES BUSINESSES TO US BUT WHICH ARE UNABLE TO SATISFY
           PARTICIPATION CONDITIONS AT THE TIME OF THIS OFFERING.  The governing
           board of PricewaterhouseCoopers International Limited, the global
           coordinating entity for the PricewaterhouseCoopers network of firms,
           has discretion to allow these firms to complete the transfer within a
           period of time, not to exceed one year, following the closing of this
           offering. If this board does not grant such an extension or if a
           PricewaterhouseCoopers firm ultimately fails to consummate a
           transfer, the firm will be asked to enter into non-compete
           arrangements with us and to execute the shareholders agreement. In
           that case, we will give them a cash payment or equity in us, at our
           discretion, which equity would be in an amount less than the firm
           would have received if it had transferred its management consulting
           and technology services business to us. If a PricewaterhouseCoopers
           firm fails to enter into these arrangements with us, the firm may no
           longer use the PricewaterhouseCoopers name in connection with its
           management consulting and technology services business, and we will
           be free to compete with the firm.

     We are discussing with the PricewaterhouseCoopers firms in India and Israel
the potential transfer of their management consulting and technology services
businesses to us. We have not entered into any agreement with either of these
firms. We are in the initial stages of discussions.

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<PAGE>

     In connection with our separation, we or one of our subsidiaries have
entered or will enter into the following agreements with firms in
PricewaterhouseCoopers network, which are described below in more detail:

      --   Rollup Agreements,

      --   Business Process Outsourcing Transfer Agreement,

      --   Transition Services Agreements,

      --   Redemption and Non-Competition Agreements,

      --   Shareholders Agreement,

      --   Assignment and Assumption Agreements,

      --   Sublease Agreements and

      --   Master License Agreements.

     In addition, the firms in the PricewaterhouseCoopers network will enter
into country-specific agreements necessary to implement the local structure of
the separation transaction. A form of each of the agreements described below has
been filed as an exhibit to the registration statement of which this prospectus
forms a part, and the following descriptions are qualified in their entirety by
reference to those exhibits.

     For purposes of the following summaries of these agreements, the reference
to "date of our separation" means the date on which a PricewaterhouseCoopers
firm transfers its management consulting and technology services business to us,
some of which may occur after the closing of this offering.

ROLLUP AGREEMENTS

     Each firm in the PricewaterhouseCoopers network that will participate in
our separation has entered into a rollup agreement with us or PwC Consulting SCA
pursuant to which, shortly before the closing of this offering, the firm will
place its management consulting and technology services business in escrow.
Immediately prior to the closing of this offering, these businesses will be
released to us from escrow. As a result of our separation, our partners will
withdraw from their respective PricewaterhouseCoopers firms and, along with the
other employees of the management consulting and technology services businesses,
will become our employees or employees of one of our subsidiaries.

     The respective rollup agreements, which have been executed by each of the
participating PricewaterhouseCoopers firms, have substantially similar terms and
provide for, among other things, the transfer from these firms to us, directly
or indirectly, of the assets and liabilities which together will comprise our
business. Changes necessary to reflect the local structure of the separation
transaction in a specific country and other local requirements or agreements
that are unique to different jurisdictions are provided in a local structure
term sheet for each firm, which is attached to that firm's rollup agreement as
an exhibit.

     SEPARATION FROM THE PRICEWATERHOUSECOOPERS NETWORK

     Each PricewaterhouseCoopers firm participating in our separation will
transfer the assets and liabilities comprising its management consulting and
technology services business, or exchange the equity interests in entities
holding these assets, for our equity or equity of one of our subsidiaries. Some
firms may receive cash in exchange for their interests.

     Each rollup agreement contains customary representations and warranties
made by us and by the PricewaterhouseCoopers firm participating in the
separation with respect to the businesses being transferred to us. All
representations and warranties will terminate on the closing of our separation
and no party to the rollup agreement will have liability due to any breach of
representations and warranties.

     Each rollup agreement also contains customary conditions to the
consummation of our separation. In addition to the customary conditions, the
rollup agreements also include a closing condition requiring that the

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<PAGE>

per share price of our Class A common shares as set forth in the underwriting
agreement for this offering is approved by at least 75% of the global board of
PricewaterhouseCoopers International Limited, which is the global coordinating
body for the PricewaterhouseCoopers network, and a closing condition requiring
that PricewaterhouseCoopers LLP, the United States firm, receive a no-action
letter from the Securities and Exchange Commission confirming that our
activities will not be attributed to the PricewaterhouseCoopers network for
purposes of the SEC independence rules.

     Each rollup agreement contains customary covenants made for our benefit by
the PricewaterhouseCoopers firm and customary covenants made by us for the
benefit of the PricewaterhouseCoopers firm. In addition to customary covenants
relating to our actions after this offering, the rollup agreements contain the
following covenants:

      --   a covenant requiring compliance with the terms of the SEC no-action
           letter and

      --   a covenant governing our and our affiliates' rights to use the PwC
           Consulting name, and a limited right to use the
           PricewaterhouseCoopers name for up to four years.

     Each PricewaterhouseCoopers firm participating in our separation also has
agreed to a covenant stating that if the closing under its rollup agreement is
not consummated, except through no fault of the PricewaterhouseCoopers firm or
as a result of failure to obtain partner approval:

      --   the firm will discontinue the use of the PricewaterhouseCoopers name
           in connection with its management consulting and technology services
           business within six months and

      --   we will be permitted to compete with the firm and use the
           PricewaterhouseCoopers name in connection with our business.

     NONCOMPETITION ARRANGEMENTS

     Each of the rollup agreements contains noncompetition arrangements among
us, each participating PricewaterhouseCoopers firm and PricewaterhouseCoopers
International Limited. For a period of five years after our separation, we and
our affiliates will not engage, directly or indirectly, or make an equity
investment in any person or enter into a strategic alliance with any person for
the purpose of engaging, in the provision of tax, audit and other services, as
defined below. In turn, the participating PricewaterhouseCoopers firms,
PricewaterhouseCoopers International Limited and other parties bound by the
non-compete arrangements will not engage, directly or indirectly, or make an
equity investment in any person or enter into a strategic alliance with any
person for the purpose of engaging, in the provision of consulting services, as
defined below. The term of the noncompetition arrangements may be of shorter
duration in some countries due to legal restrictions on enforceability.

     However, each rollup agreement permits each participating
PricewaterhouseCoopers firm, PricewaterhouseCoopers International Limited and
other parties bound by the non-compete arrangements to acquire or merge with
another party that provides some consulting services accounting for less than
50% of its total revenues as long as the consulting services are divested no
later than twelve months after the acquisition or merger. Conversely, we may
acquire or merge with another party that provides tax, audit and other services
accounting for less than 50% of its total revenues so long as we divest these
services no later than twelve months after the acquisition or merger. The rollup
agreements also do not prohibit the investment or the retention of an investment
by any of the restricted parties in no more than 5% of the issued and
outstanding ownership interests of a business engaged in consulting services or
tax, audit and other services, as the case may be.

     In addition, for a period of three years after our separation, we, on the
one hand, and each participating PricewaterhouseCoopers firm,
PricewaterhouseCoopers International Limited and other parties bound by the
non-compete arrangements, on the other hand, have agreed not to solicit,
recruit, hire or encourage to leave their employment, each other's partners or
client service staff, unless such partner or employee has not been so employed
for at least 12 months. For this purpose, general solicitations or
advertisements will not be deemed

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to be solicitations. The term of the nonsolicitation restrictions may be of
shorter duration in some countries due to legal restrictions on enforceability.

     The rollup agreements generally define consulting services to include the
following:

      --   corporate-wide strategic planning services, except human resources
           services, tax and legal services, transaction services, corporate
           finance services and business recovery services,

      --   large scale process services that transform and change multiple
           departments or organizations within a business and involve multiple
           applications, modules or subcomponents, except human resources
           services,

      --   large scale information technology implementation and integration
           services that involve multiple departments or organizations within a
           business and involve multiple applications, modules or subcomponents,
           except risk management systems and treasury systems,

      --   managed application solutions, comprising business process
           outsourcing, application outsourcing services, application services
           provision, information technology outsourcing and hosting services,
           except for internal audit services, security and compliance services,
           treasury, corporate finance, business recovery, dispute analysis and
           investigation and transactions services, tax and legal services,
           Internet-based information portal services, bookkeeping and company
           administrative services and pension benefits and human resources
           services, and

      --   within a particular country or region, other services provided by us
           at a substantial level, which level varies by country or region, so
           long as the PricewaterhouseCoopers firm in that country or region
           does not provide these services at a substantial level in that
           country or region or the PricewaterhouseCoopers firms, taken
           together, do not provide these services at a substantial level on a
           worldwide basis, in each case immediately after giving effect to our
           separation.

     Consulting services generally do not include, however, any services to a
particular client if the client's aggregated consolidated revenues, including
revenues of other companies under common control with the client, in the country
where such services are to be performed are less than an amount that varies
depending on the country. In the United States, the client's revenues must be
less than $400 million. In the United Kingdom, the revenues must be less than $1
billion. In Germany, the revenues must be less than $1 billion for private
companies and $500 million for public companies. In addition, consulting
services may not include any services to a particular client if the client's
aggregate annual worldwide consolidated revenues, including revenues of other
companies under common control with the client, are $5 billion or more.

     The rollup agreements generally define tax, audit and other services to
include the following:

      --   attestation, including accounting, regulatory and audit services,

      --   tax services, including consulting and compliance services, and legal
           services,

      --   corporate finance, business recovery, dispute analysis and
           investigation services and transaction services, except
           corporate-wide strategic planning, information technology and
           outsourcing opportunities and merger integration and restructuring
           services and privatization services for international funding
           organizations or institutions,

      --   assurance services, including risk management and systems assurance
           services, which do not include information technology, data
           warehousing, customer management, systems integration, world wide web
           services or the conduct or publication of surveys,

      --   pension and benefit actuarial services and

      --   within a particular country or region, other services provided by the
           PricewaterhouseCoopers firm at a substantial level, which level
           varies by country or region, so long as we do not provide these
           services at a substantial level either in the particular country or
           region or on a worldwide basis, in each case as of our separation.

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     INDEMNIFICATION

     BY THE PRICEWATERHOUSECOOPERS FIRMS.  Each PricewaterhouseCoopers firm
participating in our separation will indemnify PricewaterhouseCoopers
International Limited, us and our respective affiliates and each of our
respective officers, directors, employees, consulting partners, agents and
representatives against claims and losses arising from:

      --   any breach of any obligation of the PricewaterhouseCoopers firm or
           any of its subsidiaries contained in the transaction agreements,

      --   any of the excluded liabilities not assumed by us, which generally
           includes liabilities that do not relate to the management consulting
           and technology services businesses transferred to us, or

      --   any of the excluded assets not transferred to us, which generally
           includes liabilities that do not relate to the management consulting
           and technology services businesses transferred to us.

     The indemnification provisions do not cover losses incurred due to breaches
of the representations and warranties made by the PricewaterhouseCoopers firm in
the rollup agreements or losses incurred by any of our partners with respect to
excluded taxes.

     BY US.  From and after the closing of this offering, we will indemnify each
PricewaterhouseCoopers firm participating in our separation, its affiliates,
PricewaterhouseCoopers International Limited and each of their respective
officers, directors, employees, partners, agents and representatives against
claims and losses arising from:

      --   any breach of any of our obligations or any of our affiliates'
           obligations contained in the transaction agreements,

      --   any of the liabilities assumed by us, which generally include
           pre-closing liabilities of the management consulting and technology
           services businesses transferred to us,

      --   any of the acquired assets transferred to us or

      --   the operation of the management consulting and technology services
           businesses after our separation.

     We also will indemnify PricewaterhouseCoopers International Limited, each
PricewaterhouseCoopers firm participating in our separation, their respective
officers, directors, employees, partners and agents and each person who
controls, within Section 15 of the Securities Act of 1933 or Section 20 of the
Securities and Exchange Act of 1934, against claims and losses arising from
material misstatements or omissions in the registration statement of which this
prospectus forms a part.

     The indemnification provisions do not cover losses incurred due to breaches
of the representations and warranties made by us and our subsidiaries in the
rollup agreements.

     The indemnification obligations by each PricewaterhouseCoopers firm
participating in our separation, on the one hand, and by us, on the other hand,
will not terminate except through the operation of applicable statutes of
limitation and only apply to losses in excess of available insurance.

     The rollup agreements also specify procedures with respect to claims
subject to indemnification and related matters.

     TERMINATION

     The rollup agreements may be terminated under some circumstances. Some
provisions of each rollup agreement, including those relating to a failure to
consummate the closing, confidentiality, publicity and expenses, survive the
termination of the rollup agreements.

     NET BOOK VALUE ADJUSTMENT

     Each PricewaterhouseCoopers firm participating in our separation has agreed
that its management consulting and technology services business transferred to
us by it shall have a predetermined net book value
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at closing. The amount varies from firm to firm. The aggregate predetermined net
book value as defined in the rollup agreement is approximately $     million.

     Within 90 days after our separation, each PricewaterhouseCoopers firm
participating in our separation will prepare and deliver to us a closing
statement stating the net book value of the management consulting and technology
services business transferred to us by the firm.

     The applicable net book value will become final and binding on the parties
on the 90th day following the delivery of the closing statement, unless we
deliver to the PricewaterhouseCoopers firm written notice of disagreement before
this date. In this case, we and the firm will try to resolve our differences
during the next 20 business days. If we cannot agree on the final net book
value, the dispute will be submitted to a determination by an independent
accounting firm and this determination of the net book value will become final.

     Within four business days after the net book values become final and
binding on the parties, either we will pay the firm the amount by which the net
book value of the assets contributed to us by that firm exceeds the assumed net
book value or the firm will pay us the amount by which the net book value of
these assets is less than the assumed net book value. Any undisputed amounts
will be paid once final.

     DISPUTE RESOLUTION

     Disputes among the parties to each rollup agreement will be submitted to
arbitration, subject to provisions described in the local structure term sheet
attached as an exhibit to each rollup agreement.

BUSINESS PROCESS MANAGEMENT SERVICES TRANSFER AGREEMENT

     In connection with our separation, some of the PricewaterhouseCoopers firms
will transfer a portion of the PricewaterhouseCoopers business process
management services business to PwC Consulting SCA. The business to be
transferred primarily involves a group of related contracts and related assets
and liabilities. The PricewaterhouseCoopers firms that own this business will
enter into a transfer agreement with PwC Consulting SCA pursuant to which these
firms will transfer this business to PwC Consulting SCA. Pursuant to the
transfer agreement, some of the PricewaterhouseCoopers partners involved with
this business will withdraw from their PricewaterhouseCoopers firms and become
our employees or employees of one of our subsidiaries and will receive our Class
A common shares, PwC Consulting SCA shares or exchangeable shares of our
subsidiaries in exchange for their partnership interests.

     The transfer agreement will contain representations and warranties
substantially similar to those contained in the rollup agreements. As in the
rollup agreements, all representations and warranties will terminate on the
closing of our separation, and no parties to the transfer agreement will have
liability due to any breach of the representations and warranties. In addition
to containing conditions that are substantially similar to the conditions in the
rollup agreements, the transfer agreement will contain a condition that all
PricewaterhouseCoopers firms party to the transfer agreement close the transfer
of their business process management services business, unless
PricewaterhouseCoopers International Limited determines that failure to do so by
a party is not material to this business as a whole.

     The PricewaterhouseCoopers firms party to the agreement will indemnify us
for liabilities relating to this business. The noncompetition provisions in the
rollup agreements that relate to business process management services will
govern the business transferred to us and the business process management
services assets and liabilities that will remain with the PricewaterhouseCoopers
network of firms. The net book value adjustment provisions of the transfer
agreement are substantially the same as in the rollup agreements. The closing of
the transfer of this business will occur simultaneously with the closing of our
separation.

TRANSITION SERVICES AGREEMENTS

     Each firm in the PricewaterhouseCoopers network that participates in our
separation will enter into a transition services agreement with us or with one
of our operating units. These transition services agreements

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are necessary to assist us to function as a stand-alone entity until we develop
our own systems and support functions.

     SERVICES THE PRICEWATERHOUSECOOPERS FIRMS ARE PROVIDING TO US

     Under the transition services agreements, the participating
PricewaterhouseCoopers firms will provide us the same or similar services we
received prior to our separation for a period of up to three years from the
closing of this offering. Our intention is to terminate the services provided to
us by the PricewaterhouseCoopers firms as soon as is reasonably practicable. As
required by the SEC, these services will be provided at cost. These costs will
include direct costs of the services, the overhead directly attributable to
providing the services and transaction taxes. The services provided to us by the
PricewaterhouseCoopers firms under each transition services agreement may
include a combination of:

      --   infrastructure, including facilities management, office services,
           travel, procurement and physical security,

      --   technology solutions, including telecommunications, network services,
           electronic security, application hosting, personal computer
           deployment and management,

      --   knowledge management, including document retention,

      --   human resources, including PeopleSoft Informational Systems Support,

      --   training, including learning information repositories and course
           evaluations,

      --   finance, including transaction processing and time and expense
           processing,

      --   public company financial and accounting information services,
           including supply of information necessary for us to prepare our own
           public company reports and

      --   other services, including support services, help desk services,
           enterprise application development, project services, event support
           and risk management services.

     GROWTH AND TRANSITION

     The PricewaterhouseCoopers firms will provide us with an increased volume
of services as we undergo natural growth in our existing markets through the
offer of our existing products. The PricewaterhouseCoopers firms also may
provide us with additional services to meet our growth needs arising on account
of changes in our structure, changes in the services offered to our clients or
our services delivery processes, but they are not obligated to do so. In
addition to paying for the operating costs for the volume of services we will
receive as of the date of the closing of this offering, we will also pay for
operating, investment and termination costs related to any increased volume or
additional services provided to us after our separation.

     PERFORMANCE LEVELS

     Under the transition services agreements, the PricewaterhouseCoopers firms
will perform the services provided to us at the closing of this offering with a
level of accuracy, quality, completeness, timeliness, priority and
responsiveness that meets the level of performance they deliver to their own
operations. Any additional services provided to us will be provided at a
performance level mutually agreed upon by the PricewaterhouseCoopers firms and
us. With regards to financial and accounting information services, we have
specified that they are to be provided with a level of accuracy and timeliness
that allow us to comply with our public disclosure obligations.

     LIMITATION OF LIABILITY

     Generally, under the transition services agreements, the aggregate
liability arising from disputes or claims between us and of each of the
PricewaterhouseCoopers firms will be limited to the aggregate fees paid for
services during the six month period immediately preceding the event giving rise
to the claim, or in the case of

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an event giving rise to liability occurring during the first six months of the
transition services agreement, the total fees budgeted to be payable during this
initial six month period.

     CONFIDENTIALITY

     We and the PricewaterhouseCoopers firms will agree to hold in confidence
and not disclose to any third party any confidential information received in
connection with providing or receiving services under the transition services
agreements. We and the PricewaterhouseCoopers firms will also agree to use all
confidential information received by either of us solely in connection with the
provision or receipt of services under the transition services agreements.

     INDEMNIFICATION

     We and the PricewaterhouseCoopers firms will agree to indemnify, defend and
hold harmless each other and any of our directors, officers, employees,
partners, principals, successors and permitted assigns from uninsured losses
arising from, by reason of or resulting from claims by third parties arising
from, relating to or in connection with a breach of the provisions of the
transition services agreements or negligence causing death, personal injury or
damage to real or tangible personal property or the gross negligence, fraud or
reckless or willful misconduct by the indemnifying party, except to the extent
caused by the breach, negligence or other fault of the indemnified party or its
contract personnel or any other agents who are managed by the indemnifying
party. The aggregate liability under this indemnification of each of the
PricewaterhouseCoopers firms and us will be limited to the aggregate fees paid
for services during the twelve month period immediately preceding the event
giving rise to the claim under each transition services agreement that it is a
party to, or in the case of an event giving rise to the claim occurring during
the first twelve months of the transition services agreement, the total fees
budgeted to be payable during this initial twelve month period.

     ASSIGNMENT

     Assignment of our rights and obligations under the transition services
agreements, other than to a subsidiary existing and receiving services at the
closing of this offering, requires the applicable PricewaterhouseCoopers firm's
prior consent. In the event we experience a change of control, subject to SEC
approval, each PricewaterhouseCoopers firm will thereafter be able to charge a
market price for its services under the transition services agreements and the
remaining term of the transition services agreements may be shortened to one
year from notification of the change of control. The PricewaterhouseCoopers
firms may assign the transition services agreements to any entity without our
prior consent, but the assignment will not relieve the PricewaterhouseCoopers
firms of their obligations, and we will not be required to incur any increased
costs or taxes as a result of any such assignment.

     TERMINATION

     The transition services agreements will expire on the third anniversary of
the closing of this offering unless otherwise terminated in accordance with the
transition services agreements. We may terminate any service at any time, if we
also terminate any non-separable services. For the volume of services provided
to us, as of the closing of this offering, we will not be obligated to pay any
costs related to termination if we deliver notice of such termination to the
PricewaterhouseCoopers firm providing the service 180 days prior to such
termination. Upon termination, we will have to pay investment and other
termination costs relating only to an increase in the volume of those services
provided to us as of the closing of this offering and to services that are
different from those we receive as of the closing of this offering. If we
terminate any service with less than 180 days' notice, we will pay for any
incremental costs attributable to the failure to provide 180 days' notice.

ASSIGNMENT AND ASSUMPTION AGREEMENTS, SUBLEASE AGREEMENTS AND MASTER LICENSE
AGREEMENT

     While conducting business as part of the PricewaterhouseCoopers network of
firms, we have shared the use of a significant portion of our real estate with
the audit, tax and other businesses of the PricewaterhouseCoopers network. Most
of this real estate has been leased by the firms from third parties.

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Prior to the closing of this offering, the right to use most of the leased real
estate we currently occupy will be transferred to us, subject to the obtaining
of any required landlord consent, through one of the three agreements listed
below.

      --   ASSIGNMENT AND ASSUMPTION AGREEMENTS.  For locations where we use 75%
           or more of the entire space covered by the applicable lease or where
           we now use the predominant portion of the entire space covered by the
           applicable lease but intend to use the entire space, the lease will
           be assigned to us pursuant to an assignment and assumption agreement,
           unless it is reasonably agreed by us and the applicable
           PricewaterhouseCoopers firm to enter into a sublease or license
           agreement to avoid the need to seek a landlord consent or to
           facilitate the obtaining of any landlord consent. The agreement will
           contain customary provisions, including assignment of lease
           responsibilities accruing after the effective date of the assignment
           and indemnification. For locations where we use less than the entire
           space covered by the applicable lease, the portion of the space not
           used by us at the time of the assignment will be subleased or
           licensed back to the applicable PricewaterhouseCoopers firm, using
           the form of sublease or license agreement described below.

      --   SUBLEASE AGREEMENTS.  If we use a portion of the entire space covered
           by the applicable lease that is less than 75% of the entire space,
           the lease for this space will not be assigned to us as described
           above and this portion is segregated from portions of the space used
           by other businesses of the PricewaterhouseCoopers firms, the right to
           use this portion will be transferred to us through a sublease
           agreement unless it is reasonably agreed by us and the applicable
           PricewaterhouseCoopers firm to enter into a license agreement to
           avoid having to obtain a required landlord consent or to facilitate
           obtaining any required landlord consent. The sublease generally will
           reflect the provisions of the applicable lease to the extent
           allocable to the subleased portion.

      --   MASTER LICENSE AGREEMENTS.  If our use of a portion of the entire
           space covered by the applicable lease is intermingled with the use of
           other portions of the same space by other businesses of
           PricewaterhouseCoopers firms to an extent that the portion used by us
           is not segregated for the purposes of a sublease, and the lease for
           this space will not be assigned to us as described above, a license
           agreement will be used to license to us the right to occupy this
           portion of the space. Generally, only one master license agreement
           will be signed for each country or region. Our license agreements and
           the license fee payable as a result generally will reflect the
           provisions of the applicable lease to the extent applicable to a
           license and allocable to the licensed portion.

REDEMPTION AND NON-COMPETITION AGREEMENT

     See "Arrangements with Our Partners -- Redemption and Non-Competition
Agreement" for a description of this agreement.

SHAREHOLDERS AGREEMENT

     Prior to this offering, some of the PricewaterhouseCoopers firms and
partners or shareholders of some other firms in the network will enter into a
shareholders agreement with us. This agreement is applicable only if these firms
and their partners and shareholders do not completely liquidate their holdings
in us as a result of this offering.

     COVERED SHAREHOLDERS AND COVERED SHARES

     In this description, the terms "shareholder" or "shareholders" refer to
each PricewaterhouseCoopers firm and partners or shareholders of some other
firms in the network, including custodial arrangements, that will receive or
will have the right to receive our Class A common shares, PwC Consulting SCA
Class I common shares or exchangeable shares of our subsidiaries in our
separation. The terms "share" or "shares" refer to PwC Consulting SCA Class I
common shares issued in our separation, exchangeable shares of our subsidiaries
issued in our separation and our Class A common shares either issued in our
separation or which the shareholders may receive upon redemption of PwC
Consulting SCA Class I common shares or upon exchange of exchangeable shares of
our subsidiaries, unless specifically stated otherwise.

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     SHARE TRANSFER RESTRICTIONS

     Except with respect to a permitted transfer in connection with a registered
offering as discussed below and other limited exceptions, the shareholders will
not be permitted to transfer any shares. Between the first and second
anniversaries of the closing of this offering, in addition to any sales made
pursuant to a registration statement, PricewaterhouseCoopers firms' partners may
sell our shares, whether covered by the shareholders agreement or not, provided
that a partner may make only one sale per each three-month period and the number
of shares sold in any one sale does not exceed 10% of the aggregate number of
shares then held by such partner. Until the first anniversary of the closing of
this offering, holders of PwC Consulting SCA Class I common shares generally
will not be able to have their shares redeemed for our Class A common shares,
but PricewaterhouseCoopers International Limited can require a redemption during
this period to comply with auditor independence rules. There will also be a
lock-up period imposed by the underwriters as described in "Underwriters."

     REGISTRATION RIGHTS

     REGISTRATION STATEMENTS.  Subject to customary limitations and lock-up
restrictions, one time per year during the five consecutive one-year periods
following the closing of this offering, we will file a registration statement
under the Securities Act of 1933 for the offering of our Class A common shares,
provided the offering meets a minimum aggregate offering value. All shareholders
will be entitled to participate in each registration. To the extent necessary to
comply with the terms of the Securities and Exchange Commission no-action
letter, each year the PricewaterhouseCoopers network of firms will determine the
target share amount to be sold for each PricewaterhouseCoopers firm and other
shareholders that will receive shares in our separation. If the amount of our
Class A common shares requested to be included in a registration statement
exceeds the amount that can be sold within the price range acceptable to the
shareholders holding a majority of the shares, Class A common shares will be
included first for the shareholders who have been requested to register their
Class A common shares to meet their target share amounts, and any additional
Class A common shares will be included on a pro rata basis.

     PIGGYBACK REGISTRATION.  If at any time we propose to register the sale of
any Class A common shares for cash under the Securities Act, subject to
customary exceptions, we will provide notice to the shareholders and include in
the registration all Class A common shares held by the shareholders which they
request to be so included. To the extent necessary to comply with the terms of
the proposed SEC no-action letter, the PricewaterhouseCoopers International
Limited board will have the right to cause shareholders to include their Class A
common shares in any registration and to subsequently divest the Class A common
shares so registered. To the extent the amount of Class A common shares
requested to be included in such registration statement exceeds the amount which
can be sold within a price range acceptable to us, the Class A common shares
will be included first for the shareholders who have been requested to register
their Class A common shares to meet their target share amounts, and any
additional Class A common shares will be included on a pro rata basis.

     INDEMNIFICATION.  In the shareholders agreement, we generally will agree to
indemnify selling shareholders for any material misstatements or omissions
contained in the prospectus used to sell those Class A common shares and for any
violations by us of the securities laws. Our indemnification obligations will
not apply to misstatements, omissions or violations of law which arise from
information provided to us in writing by selling shareholders or by persons who
control selling shareholders. Selling shareholders will agree to indemnify us
for any of these misstatements, omissions or violations, but this
indemnification will be limited to the amount of net proceeds received by the
shareholders in the sale.

     PRIORITY.  We will not grant registrations rights with equal or better
terms than those granted in the shareholders agreement. The shares covered by
the shareholders agreement will have priority over the shares of any other of
our shareholders other than shareholders exercising demand rights, if the
shareholders that are party to the shareholders agreement are exercising
piggyback rights, for inclusion in any registration statement.

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    AUDITOR INDEPENDENCE RULES AND THE PROPOSED SECURITIES AND EXCHANGE
    COMMISSION NO-ACTION LETTER

     In order to comply with auditor independence rules and the requirements set
forth in the proposed Securities and Exchange Commission no-action letter, to
the extent that the shareholders have not already done so,
PricewaterhouseCoopers International Limited will have the right to cause the
shareholders to dispose of all or any portion of their shares on a pro rata
basis over a 5-year period following the closing of this offering. Each
shareholder will agree to hold its shares in a manner which will permit either a
voluntary or mandatory timely sale of its shares in accordance with the terms of
the proposed SEC no-action letter.

     The proposed SEC no-action letter would deem a shareholder to have disposed
of its shares when it has sold its shares to third parties pursuant to Rule 144
of the Securities Act or an effective registration statement or transferred its
shares to its partners or shareholders, or persons holding similar designations,
so long as these shares are freely transferable under the Securities Act and are
free from any contractual transfer restrictions, all other requirements of the
proposed SEC no-action letter are met and the ownership of these shares is no
longer attributable to the PricewaterhouseCoopers network of firms.

     VOTING

     In order to comply with the auditor independence rules and the requirements
set forth in the proposed SEC no-action letter, all our shares held by any
PricewaterhouseCoopers firm will be nonvoting.

     TERM OF AGREEMENT

     The shareholders agreement shall terminate with respect to any shareholder
on the date that such shareholder and its subsidiaries no longer own any shares.

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                         ARRANGEMENTS WITH OUR PARTNERS

     In connection with our separation from the PricewaterhouseCoopers network
of firms, our partners will enter into one or more of the following agreements
with us or one of our subsidiaries:

      --   PwCC Limited Voting Agreement,

      --   PwC Consulting SCA Transfer Rights Agreement and

      --   Redemption and Non-Competition Agreement.

     For purposes of the following summaries of these agreements, the reference
to "date of our separation" means the date on which a PricewaterhouseCoopers
firm transfers its management consulting and technology services business to us,
which in some cases may occur after the closing of this offering.

     These agreements have been filed as exhibits to the registration statement
of which this prospectus forms a part and the following descriptions are
qualified in their entirety by reference to those exhibits.

PwCC LIMITED VOTING AGREEMENT

     PERSONS AND SHARES COVERED

     We and each of our partners who own our Class A common shares or our Class
X common shares will enter into a voting agreement. Each person who becomes a
partner in the future will also be required to enter into the voting agreement.
The parties to the voting agreement, other than us, are referred to as covered
persons. The shares covered by the voting agreement are listed below. These
shares are referred to as covered shares.

      --   Our Class X common shares that are beneficially owned by a partner.

      --   Our Class A common shares beneficially owned by a partner as of, or
           prior to, the date of our separation.

      --   Our Class A common shares acquired from us or acquired in order to
           comply with any written policy of ours regarding minimum share
           ownership, as adopted or amended from time to time, in either case,
           while being our employee or partner or in connection with becoming a
           partner.

      --   Any exchangeable shares of our subsidiaries that are beneficially
           owned by a partner.

     Covered shares also include any shares received by a covered person in
exchange for or in respect of his or her covered shares by reason of bonus
issues, stock dividends, share subdivisions, stock splits, reverse stock splits,
share consolidations, spin-offs, split-ups, recapitalizations, combinations or
exchanges of shares. Our Class A common shares purchased by a covered person in
the open market or, subject to some limitations, in a subsequent underwritten
public offering generally will not be subject to the voting agreement.

     When a covered person ceases to be our employee for any reason other than
death, the covered person will continue to be bound by all the provisions of the
voting agreement until the covered person holds all covered shares free from
transfer restrictions described below, and thereafter he or she will no longer
be bound, in general, by the provisions, including the voting provision, of the
voting agreement.

     Upon any business combination, amalgamation, restoration, recapitalization
or other extraordinary transaction involving directly or indirectly us, PwC
Consulting SCA or, as a result of which the covered persons shall hold voting
securities of an entity other than us, PwC Consulting SCA or any of our
subsidiaries that has issued exchangeable shares to our partners, the voting
agreement will remain in effect with appropriate adjustments by our partners
committee, which is described below.

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     TRANSFER RESTRICTIONS

     By entering into the voting agreement, each covered person will agree,
among other things, to:

      --   except as described below, not transfer, and to maintain sole
           beneficial ownership of, his or her covered shares received on or
           prior to the date of our separation,

      --   comply with the transfer restrictions relating to the covered shares
           imposed by the lock-up provisions described under "Underwriters,"

      --   comply with other transfer restrictions in connection with securities
           offerings when requested to do so by us, and

      --   comply with insider trading policies.

     Transfers include, among other things, any disposition of the economic
risks of ownership of covered shares, including, with a limited exception, short
sales, option transactions and use of derivative financial instruments or other
hedging arrangements with respect to our securities.

     CLASS A COMMON SHARES

     CURRENT PARTNERS.  Subject to complying with the underwriters' lock-up
described under "Underwriters," a partner may transfer Class A common shares
beneficially owned by him or her to the extent necessary to pay taxes incurred
in connection with the issuance of shares to him or her unless we make financing
available, or to the extent these shares were received as repayment of such
partner's capital account or similar amounts the partner had previously
contributed to his or her PricewaterhouseCoopers firm or in exchange for
exchangeable shares issued in respect thereof. Class A common shares transferred
for these reasons will not be deemed to be covered shares beneficially owned by
such partner for purposes of calculating the cumulative percentages of covered
shares permitted to be sold by such partner described below.

     Furthermore, covered persons who continue to be our employees will be
permitted to transfer a percentage of the covered shares owned by them beginning
on each anniversary of the date of our separation commencing on the first
anniversary according to the schedule set forth below.

<Table>
<Caption>
    CUMULATIVE PERCENTAGE OF COVERED             YEARS AFTER THE DATE OF OUR
   SHARES PERMITTED TO BE TRANSFERRED                    SEPARATION
-----------------------------------------  ---------------------------------------
<S>                                        <C>
 20%.....................................                  1 year
 40%.....................................                  2 years
 60%.....................................                  3 years
 75%.....................................                  4 years
100%.....................................  The later of 5 years and termination of
                                                     employment with us
</Table>

     Notwithstanding the restrictions set forth above, during the first five
years after the date of our separation, partners who terminate their employment
with us at or after the age of 55 and are not in violation of their non-
competition agreement and partners who, while an employee of ours, become
disabled, as defined in the voting agreement, will be permitted to transfer all
of the covered shares they own. All others who cease to be our employees during
the five year period after the date of our separation will not be permitted to
sell covered shares in accordance with the table set forth above and will
instead be required to hold their covered shares until five years after the date
of our separation. Subject to complying with the underwriters' lock-up, our
partners will be permitted to transfer Class A common shares distributed to them
in respect of the restricted share units issued in connection with reductions in
our partners' cash compensation.

     NEW PARTNERS IN THE FUTURE.  Each person who becomes a covered person after
the date of this offering will agree in the voting agreement to be the sole
beneficial owner of the number of Class A common shares, or options to acquire
these securities, as may be required by us pursuant to written policies adopted
by us from time to time.

                                       131
<PAGE>

     CLASS X COMMON SHARES

     Our Class X common shares may not be transferred at any time except with
our consent. Our board of directors will delegate the authority to grant this
consent to our partners committee.

     We have the right to redeem Class X common shares at any time. We will
agree in the voting agreement, however, to do so only if, after the redemption,
a holder owns no fewer Class X common shares than the number of PwC Consulting
SCA Class I common shares plus exchangeable shares issued by our subsidiaries
held by that holder.

     SUBSIDIARY EXCHANGEABLE SHARES

     Exchangeable shares issued by our subsidiaries held by covered persons may
not be transferred at any time, except that they may be exchanged for our Class
A common shares beginning one year after issuance. Class A common shares
received in exchange, however, will be subject to the transfer restrictions in
the voting agreement as if they were owned as of the closing of this offering.

     Subject to customary limitations, we have agreed to file a shelf
registration statement with the Securities and Exchange Commission one year
after this offering, registering our Class A common shares issuable to covered
persons in exchange for their exchangeable shares issued by our subsidiaries
and, subject to some exceptions, to use reasonable best efforts to maintain the
effectiveness of such registration statement until all exchangeable shares
issued by our subsidiaries held by covered persons have been exchanged.

     OTHER RESTRICTIONS

     If we approve in writing a covered person's pledge of his or her covered
shares to another person, or pledgee, foreclosures by the pledgee on those
shares, and any subsequent sales of those shares by the pledgee, are not
restricted. The pledgee must give us a right of first refusal, however, to buy
those shares at the market price before they are sold by the pledgee. Pledges of
a covered person's covered shares to us to secure obligations under the
redemption and non-competition agreement, and foreclosures or sales by us, also
are not restricted.

     In addition to the restrictions set forth above, covered persons will need
to comply with applicable securities laws in connection with any transfer and
may need to deliver an opinion of counsel in connection with any transfer.

     All covered shares beneficially owned by covered persons will, with limited
exceptions, be registered in the name of a nominee for the covered person or
held in the custody of a custodian until transfer of those shares is permitted
under the voting agreement or as otherwise determined by our partners committee.

     All transfer restrictions applicable to a covered person under the
agreement terminate upon death of the covered person, other than any
underwriters' lock-up restrictions.

     VOTING

     Under the voting agreement, prior to any vote of our shareholders, a
separate, preliminary vote of the covered shares owned by covered persons who
are our employees will be taken on each matter upon which a vote of the
shareholders is proposed to be taken. Subsequently, all of these covered shares
will be voted in the vote of our shareholders in accordance with the majority of
the votes cast in the preliminary vote.

     With respect to elections of directors, however, all covered shares owned
by covered persons who are our employees will be voted in favor of the election
of those persons receiving the highest numbers of votes cast in the preliminary
vote. In the case of a vote for an amendment to our memorandum of association or
bye-laws, or in connection with an amalgamation, liquidation, dissolution, sale
of all or substantially all of our property and assets or any similar
transaction with respect to us, all covered shares owned by covered persons who
are our employees will be voted against the proposal unless at least two-thirds
of the votes in the preliminary vote are cast in favor of the proposal, in which
case all of these covered shares will be voted in favor of the proposal.

                                       132
<PAGE>

     By signing the voting agreement, each covered person gives our partners
committee an irrevocable proxy for the term of the voting agreement to vote his
or her covered shares on matters that are the subject of a preliminary vote in
accordance with the preliminary vote and on other matters as our partners
committee see fit in a manner consistent with the preliminary vote.

     ADDITIONAL RESTRICTIONS

     The voting agreement also prevents covered persons from engaging in the
following activities while employed by us with any person who is not a party to
the voting agreement or a director, officer or employee acting in their capacity
as such:

      --   participating in a proxy solicitation with respect to any of our
           securities or securities of our subsidiaries,

      --   depositing any covered shares in a voting trust or subjecting any of
           these shares to any voting agreement or arrangement,

      --   forming, joining or in any way participating in a group that agrees
           to vote or dispose of any securities of ours or our subsidiaries in a
           particular manner,

      --   making any announcement or responding to unsolicited requests for
           information regarding how a person intends to vote,

      --   making any offer or proposal to acquire any of our securities or
           assets or any securities or assets of our subsidiaries,

      --   seeking the removal of any member of our board of directors or any
           change in the composition of our board of directors,

      --   participating in a call for any special meeting of our shareholders,

      --   assisting, advising or encouraging any person to do any of the
           foregoing or

      --   initiating or proposing any shareholder proposal.

     SECURITIES AND EXCHANGE COMMISSION FILINGS

     In the event that any covered person is required to file a report of
beneficial ownership on schedule 13D or 13G of the Securities Exchange Act of
1934 with respect to covered shares, unless otherwise directed by our partners
committee, the covered person will not file a separate report but will file a
report together with the other covered persons. As a result of the voting
agreement, we expect that a schedule 13D will be required on behalf of all
covered persons as a group.

     TERM AND AMENDMENT

     The voting agreement will be in effect for 50 years from April 30, 2002,
unless it is earlier terminated by the vote of two-thirds of the votes
represented by the covered shares owned by covered persons who are our
employees. The transfer restrictions will not terminate upon the expiration or
termination of the voting agreement unless they have been previously waived or
terminated under the terms of the voting agreement. The voting agreement
generally may be amended or waived at any time by the affirmative vote of
two-thirds of the votes represented by the covered shares owned by covered
persons who are our employees.

     Any amendment or waiver that has the effect of making our obligations under
the agreement more onerous to us as well as any amendment or waiver of the
transfer restrictions also requires our consent. Amendment or waiver of other
provisions may require additional consent. For example,

      --   any amendment or waiver that has the effect of materially changing
           the rights or obligations of our partners committee will require the
           approval of our partners committee and

                                       133
<PAGE>

      --   any amendment to or waiver of the transfer restrictions that would
           make the transfer restrictions more onerous to a covered person will
           require the consent of the covered person.

     The transfer restrictions and the other provisions of the voting agreement
may be waived at any time by our partners committee, with our prior written
consent, to permit covered persons to:

      --   participate as sellers in underwritten public offerings of Class A
           common shares and tender and exchange offers and share repurchase
           programs by us,

      --   transfer covered shares to charities, including charitable
           foundations,

      --   transfer covered shares held in employee benefit plans and

      --   transfer covered shares in particular situations, such as to
           immediate family members and trusts.

     Our partners committee may also amend the voting agreement with our consent
in connection with a restructuring of our separation that results in our
reorganization as a United States or United Kingdom corporation. In addition,
our partners committee may make amendments necessary to obtain a no-action
letter from the Securities and Exchange Commission with respect to Section 16 of
the Exchange Act.

     ADMINISTRATION

     The terms and provisions of the voting agreement will be administered by
our partners committee, which generally will consist of members of our board of
directors who are also our employees or employees of our subsidiaries holding
the "partner" title or an equivalent title and who agree to serve as members of
our partners committee. Our partners committee will have the sole power to
enforce the provisions of the voting agreement.

     We will be responsible for all the expenses of our partners committee
incurred in administering the voting agreement. Each covered person will be
responsible for his or her own expenses incurred in connection with compliance
with the voting agreement.

     GOVERNING LAW

     The voting agreement will be governed by the laws of the state of New York.

PwC CONSULTING SCA TRANSFER RIGHTS AGREEMENT

     PERSONS AND SHARES COVERED

     PwC Consulting SCA and each of our partners who own PwC Consulting SCA
Class I common shares will enter into a transfer rights agreement. Parties to
the agreement, other than PwC Consulting SCA, are referred to as covered
persons. The PwC Consulting SCA Class I common shares covered by the transfer
rights agreement generally include all PwC Consulting SCA Class I common shares
owned by a covered person, including shares received by such covered person in
exchange for or in respect of his or her Class I common shares by reason of
stock dividends, stock splits, reverse stock splits, spin-offs, split-ups,
recapitalizations, combinations or exchanges of shares. The PwC Consulting SCA
Class I common shares covered by the transfer rights agreement are referred to
as covered shares.

     When a covered person ceases to be our employee for any reason other than
death, the covered person will continue to be bound by all the provisions of the
transfer rights agreement until the covered person holds all covered shares free
from transfer restrictions described below and thereafter he or she will no
longer be bound, in general, by the provisions other than continuing provisions
of the transfer rights agreement.

     Upon any business combination, amalgamation, restoration, recapitalization
or other extraordinary transaction involving directly or indirectly us or PwC
Consulting SCA as a result of which the covered persons shall hold voting
securities of an entity other than us or PwC Consulting SCA, the transfer rights
agreement will remain in effect with appropriate adjustments made by our
partners committee.

                                       134
<PAGE>

     TRANSFER RESTRICTIONS

     None of the covered persons will be permitted to request a redemption of
his or her covered shares until one year after the closing of this offering. In
addition, each covered person will agree, among other things, to:

      --   except as described below, not transfer, and to maintain sole
           beneficial ownership of, his or her covered shares received on or
           prior to the date of our separation,

      --   comply with the transfer restrictions relating to the covered shares
           imposed by the lock-up provisions of the underwriting agreement with
           respect to this offering and

      --   comply with other transfer restrictions relating to PwC Consulting
           SCA Class I common shares when requested to do so by PwC Consulting
           SCA and with the insider trading policies of PwC Consulting SCA.

     Transfers include, among other things, exchanges for our Class A common
shares and any disposition of the economic risks of ownership of covered shares,
including, with a limited exception, short sales, option transactions and use of
derivative financial instruments or other hedging arrangements with respect to
securities of PwC Consulting SCA.

     Subject to complying with the underwriters' lock-up, a partner may transfer
covered shares beneficially owned by him or her to the extent necessary to pay
taxes incurred in connection with the issuance of shares to him or her unless we
provide financing, or to the extent these shares were received as repayment of
such partner's capital account or similar amounts the partner had previously
contributed to his or her PricewaterhouseCoopers firm. Shares transferred for
these reasons will not be deemed to be covered shares beneficially owned by such
partner for purposes of calculating the cumulative percentages of covered shares
permitted to be sold by such partner described below.

     Furthermore, covered persons who continue to be our employees will be
permitted to transfer a percentage of the covered shares owned by them beginning
on each anniversary of the date of our separation commencing on the first
anniversary according to the schedule set forth below:

<Table>
<Caption>
    CUMULATIVE PERCENTAGE OF COVERED             YEARS AFTER THE DATE OF OUR
   SHARES PERMITTED TO BE TRANSFERRED                    SEPARATION
-----------------------------------------  ---------------------------------------
<S>                                        <C>
 20%.....................................                  1 year
 40%.....................................                  2 years
 60%.....................................                  3 years
 75%.....................................                  4 years
100%.....................................  The later of 5 years and termination of
                                                     employment with us
</Table>

     Notwithstanding the restrictions set forth above during the first five
years after the date of our separation, partners who terminate their employment
with us at or after the age of 55 and are not in violation of their non-
competition agreement and partners who, while an employee of ours, become
disabled, as defined in the transfer rights agreement, will be permitted to
transfer all of the covered shares they own. All others who cease to be our
employees during the five year period after the date of our separation will not
be permitted to sell covered shares in accordance with the table set forth above
and will instead be required to hold their covered shares until five years after
the date of our separation.

     If PwC Consulting SCA approves in writing a covered person's pledge of his
or her covered shares to another person, or pledgee, foreclosures by the pledgee
on those shares, and any subsequent sales of those shares by the pledgee, are
not restricted, the pledgee must give PwC Consulting SCA a right of first
refusal, however, to buy those shares at the market price of our Class A common
shares before they are sold by the pledgee. Pledges of a covered person's
covered shares to PwC Consulting SCA to secure obligations under the redemption
and non-competition agreement, and foreclosures or sales by PwC Consulting SCA,
also are not restricted.

                                       135
<PAGE>

     In addition to the restrictions set forth above, covered persons will need
to comply with applicable securities laws in connection with any transfer and
may need to deliver an opinion of counsel in connection with any transfer.

     All covered shares beneficially owned by covered persons will, with limited
exceptions, be registered in the name of a nominee for the covered person or
held in the custody of a custodian until transfer of those shares is permitted
under the transfer rights agreement or as otherwise determined by our partners
committee.

     All transfer restrictions applicable to a covered person under the transfer
rights agreement terminate upon death of such covered person other than any
underwriters' lock-up restrictions.

     REDEMPTIONS

     By signing the transfer rights agreement, each covered person will agree
that the redemption price payable in connection with any redemption of such
covered person's covered shares under the Articles of Association of PwC
Consulting SCA may, at the option of PwC Consulting SCA, be paid in cash or PwCC
Limited Class A common shares.

     Subject to customary limitations, we have agreed to file a shelf
registration statement with the Securities and Exchange Commission one year
after the closing of this offering, registering our Class A common shares
issuable to covered persons upon redemption of their PwC Consulting SCA Class I
common shares and, subject to some exceptions, to use reasonable best efforts to
maintain the effectiveness of such registration statement until all PwC
Consulting SCA Class I common shares held by covered persons have been redeemed.

     SECURITIES AND EXCHANGE COMMISSION FILINGS

     In the event that any covered person is required to file a report of
beneficial ownership on schedule 13D or 13G of the Securities Exchange Act of
1934 with respect to covered shares, unless otherwise directed by the partners
committee, the covered person will not file a separate such report but will file
a report together with the other covered persons.

     TERM AND AMENDMENT

     The transfer rights agreement will be in effect for 50 years from April 30,
2002, unless it is earlier terminated by the affirmative vote of two-thirds of
the votes represented by the covered shares owned by covered persons who are our
employees. The transfer restrictions will not terminate upon the expiration or
termination of the transfer rights agreement unless they have been previously
waived or terminated under the terms of the agreement. The transfer rights
agreement generally may be amended or waived at any time by the affirmative vote
of two-thirds of the votes represented by the covered shares owned by covered
persons who are our employees.

     Any amendment or waiver that has the effect of making the obligations of
PwC Consulting SCA under the transfer rights agreement more onerous to PwC
Consulting SCA as well as any amendment or waiver of the transfer restrictions
also require the consent of PwC Consulting SCA. Amendment or waiver of other
provisions may require additional consent. For example,

      --   any amendment or waiver that has the effect of materially changing
           the rights or obligations of our partners committee will require the
           approval of our partners committee and

      --   any amendment to or waiver of the transfer restrictions that would
           make transfer restrictions more onerous to a covered person will
           require the consent of the covered person.

     The transfer restrictions and the other provisions of the transfer rights
agreement may be waived at any time by our partners committee, with PwC
Consulting SCA's prior written consent, to permit covered persons to:

      --   participate as sellers in underwritten public offerings of Class I
           common shares and share repurchase programs and tender offers by PwC
           Consulting SCA,

                                       136
<PAGE>

      --   transfer covered shares to charities, including charitable
           foundations,

      --   transfer covered shares held in employee benefit plans and

      --   transfer covered shares in particular situations, such as to
           immediate family members and trusts.

     Our partners committee may also amend the transfer rights agreement, with
the consent of PwC Consulting SCA, in connection with a restructuring of our
separation that results in PwCC Limited being reorganized as a United States or
United Kingdom corporation and PwC Consulting SCA being reorganized under the
laws of another jurisdiction.

     ADMINISTRATION

     The terms and provisions of the transfer rights agreement will be
administered by our partners committee. Our partners committee will have the
sole power to enforce the provisions of the transfer rights agreement.

     PwC Consulting SCA will be responsible for all the expenses of the partners
committee incurred in administering the transfer rights agreement. Each covered
person will be responsible for his or her own expenses incurred in connection
with compliance with the transfer rights agreement.

     GOVERNING LAW

     The transfer rights agreement will be governed by the laws of Luxembourg.

REDEMPTION AND NON-COMPETITION AGREEMENT

     PERSONS COVERED

     We or one of our subsidiaries will have entered into a redemption and
non-competition agreement with each of our partners, other than our partners in
some countries, including Australia and Germany, as of or prior to the date of
our separation.

     RESTRICTED ACTIVITIES

     Each partner who signs a redemption and non-competition agreement generally
will agree that, for a period ending on the later of three years following the
date of our separation or twelve months following the termination of the
partner's employment with us or our affiliates, he or she will not associate
with or, in connection with such association, engage in consulting services for
any competitive enterprise or solicit or assist any other entity in soliciting
any client or prospective client for the purposes of providing consulting
services. In addition, for this period, the partner will agree not to perform
consulting services for any client or prospective client or interfere with or
damage any relationship between us and a client or prospective client. Each of
our partners will agree that for this period, he or she will not solicit or
employ any employee or any former employee who ceased working for us or our
affiliates within the twelve-month period before or after the date on which the
partner's employment with us or our affiliates terminated.

     ENFORCEMENT

     Each of our partners who signs a redemption and non-competition agreement
generally will agree that if the partner were to breach any provision of the
redemption and non-competition agreement, we would be entitled to equitable
relief restraining the partner from committing any such breach. In addition,
each of our partners will agree that if the partner were to breach any
provisions of the redemption and non-competition agreement prior to the third
anniversary of the date of our separation, he or she will pay us a predetermined
amount of liquidated damages and, where permissible, that the liquidated damages
will be secured by the partner's Class A common shares, Class X common shares,
PwC Consulting SCA Class I common shares or other equity in our subsidiaries.
Our partners will be permitted to dispose of their pledged securities in
accordance with the terms of the voting agreement or the transfer rights
agreement and to receive the proceeds from such dispositions.
                                       137
<PAGE>

     Because the laws concerning the enforcement of non-competition covenants
and the payment of liquidated damages vary, we may not be able to strictly
enforce these terms in all jurisdictions, and the terms, including length, of
the redemption and non-competition agreement may vary by jurisdiction due to
legal and other considerations.

     WAIVER

     We may waive provisions of the redemption and non-competition agreement or
any portion thereof with the consent of, and in the discretion of, our chief
executive officer or his or her designee.

                                       138
<PAGE>

                       PRINCIPAL AND SELLING SHAREHOLDERS

     The following table sets forth information with respect to the beneficial
ownership of our Class A common shares immediately prior to this offering and as
adjusted to reflect the sale of our Class A common shares in this offering held
by:

      --   each holder who is known to us to be the beneficial owner of more
           than 5% of any class of our outstanding common shares,

      --   each selling shareholder,

      --   each of our directors and named executive officers and

      --   all of our directors and named executive officers as a group.

     Except as otherwise indicated, the persons or entities listed below have
sole voting and investment power with respect to the shares beneficially owned
by them. We have listed selling shareholders that are individuals in exhibit
99.1 to the registration statement of which this prospectus forms a part.

     In addition, "beneficial ownership" is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or
group of persons is deemed to have "beneficial ownership" of any common shares
that such person has the right to acquire within 60 days after the date of this
prospectus. For purposes of computing the percentage of our outstanding common
shares held by each persons named above, any shares that such person or persons
has the right to acquire within 60 days after the date of this prospectus are
deemed to be outstanding but are not deemed to be outstanding for the purposes
of computing the percentage ownership of any other person. We also treat all
shares issued by our subsidiaries in connection with our separation to
PricewaterhouseCoopers firms, their partners or shareholders and our partners as
if they had been redeemed or exchanged on a one-for-one basis for our Class A
common shares.

<Table>
<Caption>
                               CLASS A COMMON                                                  CLASS A COMMON
                             SHARES BENEFICIALLY                                             SHARES BENEFICIALLY
                                OWNED BEFORE                             NUMBER OF CLASS A       OWNED AFTER
                                THIS OFFERING        CLASS X COMMON      COMMON SHARES TO       THIS OFFERING
                             -------------------   SHARES BENEFICIALLY    BE SOLD IN THIS    -------------------
 NAME OF BENEFICIAL OWNER     NUMBER       %              OWNED              OFFERING         NUMBER       %
---------------------------  --------   --------   -------------------   -----------------   --------   --------
<S>                          <C>        <C>        <C>                   <C>                 <C>        <C>
PricewaterhouseCoopers LLP
  (United States)
PricewaterhouseCoopers UK
  (United Kingdom)
PwC Deutsche Revision
  Aktiengesellschaft
  (Germany)
PricewaterhouseCoopers LLP
  (Canada)
PricewaterhouseCoopers
  Associates (Canada)
PricewaterhouseCoopers N.V.
  (Netherlands)
PwC S.L. (Spain)
PricewaterhouseCoopers
  (America del Sur)
  (Uruguay)
South American Finance
  Corporation Ltd (Bermuda)
LHS P/S (Denmark)
PricewaterhouseCoopers
  Republic of Ireland Firms
  (Ireland)
PricewaterhouseCoopers DA
  (Norway)
</Table>

                                       139
<PAGE>

<Table>
<Caption>
                               CLASS A COMMON                                                  CLASS A COMMON
                             SHARES BENEFICIALLY                                             SHARES BENEFICIALLY
                                OWNED BEFORE                             NUMBER OF CLASS A       OWNED AFTER
                                THIS OFFERING        CLASS X COMMON      COMMON SHARES TO       THIS OFFERING
                             -------------------   SHARES BENEFICIALLY    BE SOLD IN THIS    -------------------
 NAME OF BENEFICIAL OWNER     NUMBER       %              OWNED              OFFERING         NUMBER       %
---------------------------  --------   --------   -------------------   -----------------   --------   --------
<S>                          <C>        <C>        <C>                   <C>                 <C>        <C>
Advokatfirmaet
  PricewaterhouseCoopers DA
  (Norway)
PwC Administration Limited
  (New Zealand)
[A subsidiary of
  PricewaterhouseCoopers,
    S.C.] (Netherlands)
PricewaterhouseCoopers-
  Auditores e Consultores,
  Lda (Portugal)
PricewaterhouseCoopers-
  Contabiladade
  Administracao e Servicos,
  Lda (Portugal)
PricewaterhouseCoopers
  Eastern Europe B.V.
  (Netherlands)
Espineira, Sheldon y
  Asociados
  (PricewaterhouseCoopers)
  (Venezuela)
PricewaterhouseCoopers SA
  Partnership (South
  Africa)
R-Latikko 101 Oy (Finland)
PricewaterhouseCoopers Oy
  (Finland)
Oreo Oy (Finland)
Dyson Oy (Finland)
Titulus Oy (Finland)
Jacanta Oy (Finland)
PricewaterhouseCoopers
  Africa Limited
</Table>

                                       140
<PAGE>

                          DESCRIPTION OF SHARE CAPITAL

     The following information reflects our memorandum of association and
bye-laws as these documents will be in effect upon closing of this offering.

GENERAL

     Our authorized share capital is divided into:

      --        Class A common shares, par value $.0001 per share,

      --        Class X common shares, par value $.0001 per share, and

      --        preferred shares, including Series A Junior Preferred Shares.

     COMMON SHARES

     Immediately following the closing of this offering, assuming no exercise of
the underwriters' over-allotment option and no redemption of PwC Consulting SCA
Class I common shares or exchange of exchangeable shares issued by one of our
subsidiaries, we will have      Class A common shares outstanding, including
     fully-vested restricted share units, and      Class X common shares
outstanding.

     VOTING

     Holders of our Class A common shares, other than PricewaterhouseCoopers
firms, and holders of our Class X common shares are entitled to one vote per
share held of record on the election of directors and on all matters submitted
to a vote of shareholders at which they are present in person or by proxy. Upon
the transfer of our Class A common shares held by PricewaterhouseCoopers firms,
these shares will have full voting rights. Holders of our Class A common shares
and Class X common shares do not have cumulative voting rights in the election
of directors.

     CLASS X RIGHTS

     Each PwC Consulting SCA Class I common share and each exchangeable share of
our subsidiaries will be issued together with a right to acquire one Class X
common share for the par value of that share, which will be nominal. This right
will be exercisable by any holder that is not a PricewaterhouseCoopers firm. The
rights will be transferable only together with the PwC Consulting SCA Class I
common shares or exchangeable shares of our subsidiaries in respect of which
they were originally issued. The rights will be exercised automatically upon
issuance or transfer to any person that is not a PricewaterhouseCoopers firm.

     MANDATORY REDEMPTION OF CLASS X SHARES

     We may, at our 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, and we may
cancel a right to acquire a Class X common share at any time without
compensation. We will agree, however, with each holder of Class X common shares
or a right to acquire a Class X common share not to redeem any Class X common
share of a holder or cancel any right to acquire a Class X common share if the
redemption or cancellation would reduce the number of Class X common shares or
rights to acquire Class X common shares held by that holder to a number that is
less than the number of PwC Consulting SCA Class I common shares and
exchangeable shares of our subsidiaries held by that holder.

     DIVIDENDS

     Each Class A common share is entitled to a pro rata part of a dividend, if
any, at the times and in the amounts which our 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.

                                       141
<PAGE>

     LIQUIDATION RIGHTS

     Each Class A common share is entitled on our liquidation to be paid a pro
rata part of the value of our assets remaining after payment of our 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 our
liquidation.

     NO PRE-EMPTIVE RIGHTS

     Holders of our Class A common shares and Class X common shares have no
pre-emptive rights.

     TRANSFER

     Class A common shares are, subject to the restrictions and requirements
described in this prospectus, transferable by their holders. Class X common
shares are transferable by their holders only with our consent. Please read
"Arrangements with the PricewaterhouseCoopers Network of Firms--Shareholders
Agreement" and "Arrangements with Our Partners--PwCC Limited Voting Agreement"
for a description of the transfer restrictions that apply to our Class A common
shares and Class X common shares.

PREFERRED SHARES

     We are authorized to issue             preferred shares. Our board of
directors 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 our shareholders. None of our preferred shares will be outstanding
upon closing of this offering.

     Any series of preferred shares could, as determined by our board of
directors at the time of issuance, rank senior to our Class A common shares and
Class X common shares with respect to dividends, voting rights, redemption and
liquidation rights. These preferred shares are of the type commonly known as
blank-check preferred shares.

     We believe that the ability of our board of directors to issue one or more
series of our preferred shares will provide us with flexibility in structuring
possible future financings and acquisitions and in meeting other corporate needs
which might arise. Our authorized preferred shares, as well as our Class A
common shares and Class X common shares will be available for issuance without
further action by our shareholders, unless such action is required by applicable
law or the rules of any stock exchange or automated quotation system on which
our securities may be listed or traded. The New York Stock Exchange currently
requires shareholder approval as a prerequisite to listing shares in several
instances, including where the present or potential issuance of shares could
result in an increase of at least 20% in the total number of Class A common
shares and Class X common shares combined, or in the amount of voting
securities, outstanding. If the approval of our shareholders is not required for
the issuance of our preferred shares or our Class A common shares and Class X
common shares, our board of directors may determine not to seek shareholder
approval.

     Although our board of directors has no intention at the present time of
doing so, it could issue a series of our preferred shares that could, depending
on the terms of such series, impede the completion of a merger, amalgamation,
tender offer or other takeover attempt. Our board of directors will make any
determination to issue such shares based on its judgment as to the best
interests of us. Our board of directors, in so acting, could issue our preferred
shares having terms that could discourage an acquisition attempt through which
an acquiror may be able to change the composition of our board of directors,
including a tender offer or other transaction that some, or a majority, of our
shareholders might believe to be in their best interests or in which
shareholders might receive a premium for their shares over the then current
market price of such shares.

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<PAGE>

     SERIES A JUNIOR PREFERRED SHARES

     Upon completion of this offering, our Series A Junior Preferred Shares will
be reserved for issue upon exercise of rights under our rights agreement. For a
more detailed discussion of our rights agreement and our Series A Junior
Preferred Shares please see "--Rights Agreement" below.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR BYE-LAWS

     BOARD OF DIRECTORS

     Upon completion of this offering, our bye-laws will provide for the
division of our board into three classes, as nearly equal in number as possible,
with one class to be originally elected for a term expiring at the annual
general meeting of shareholders to be held in 2003, another class to be
originally elected for a term expiring at the annual general meeting of
shareholders to be held in 2004 and the final class to be originally elected for
a term expiring at the annual general meeting of shareholders to be held in
2005. Each director will hold office until his or her successor is duly elected
and qualified. Commencing with the 2003 annual general meeting of shareholders,
directors elected to succeed directors whose terms then expire will be elected
for a term of three years.

     Our bye-laws provide that any vacancy on our board of directors created
from an increase in the number of directors or resulting from death,
resignation, disqualification, removal or other cause will be filled only by the
affirmative vote of a majority of the remaining directors, whether or not a
quorum of directors remains in office, and not by the shareholders. Any
directors elected will hold office for the remainder of the full term of the
class of directors in which the vacancy occurred and until the director's
successor is duly elected and qualified. No decrease in the number of directors
constituting our board of directors will shorten the term of any incumbent
director. Our bye-laws provide that directors may be removed only for cause by
the affirmative vote of the holders of at least a majority of the voting power
of all voting shares then outstanding, voting together as a single class.

     These provisions would preclude a third party from removing incumbent
directors and simultaneously gaining control of our board of directors by
filling the vacancies created by removal with its own nominees. Under the
classified board provisions described above, it would take at least two
elections of directors for any individual or group to gain control of our board
of directors. Accordingly, these provisions could discourage a third party from
initiating a proxy contest, making a tender offer or otherwise attempting to
gain control of us.

     ADVANCE NOTICE PROCEDURES FOR NOMINATING DIRECTORS BY SHAREHOLDERS

     Our bye-laws establish an advance notice procedure for shareholders to make
a nomination of candidates for election as directors. Our shareholder notice
procedure provides that only persons who are nominated by, or at the direction
of, our board of directors, or in the case of an annual general meeting by a
shareholder who has given timely written notice to our secretary prior to the
meeting, at which directors are to be elected, will be eligible for election as
our directors. Under our shareholder notice procedure, for notice of shareholder
nominations to be made at an annual general meeting to be timely, such notice
must be received by our secretary not earlier than 120 days and not later than
90 days before the first anniversary of the preceding year's annual general
meeting, except that, if the date of the annual general meeting is more than 30
days before or more than 70 days after such anniversary date, then for a notice
by the shareholder to be timely it must be so delivered not earlier than 120
days prior to the annual general meeting and not later than the later of the 90
days prior to the annual general meeting and 10 days after the date the annual
general meeting is announced by us.

     In addition, under our shareholder notice procedure, a shareholder's notice
to us nominating a person for election as a director must contain the
information required by our bye-laws. If the chairman of a meeting determines
that an individual was not nominated in accordance with our shareholder notice
procedure, the individual will not be eligible for election as a director.

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     AMENDMENT

     Our bye-laws provide that the affirmative vote of the holders of at least
two-thirds of our voting shares then outstanding, voting together as a single
class, is required to amend provisions of the bye-laws relating to the number,
election and term of our directors, the nomination of director candidates, the
filling of vacancies and the removal of directors, the rights agreement and the
ability of our board of directors to issue preferred shares.

RIGHTS AGREEMENT

     Our board of directors currently expects to adopt a rights agreement with
     , as rights agent, on or prior to the closing of this offering. The rights
agreement will be filed as an exhibit to the registration statement of which
this prospectus forms a part. For information on how to receive a copy of the
rights agreement, please see "Where You Can Find More Information."

     ANTI-TAKEOVER EFFECTS

     The rights under the rights agreement may have anti-takeover effects. If
the rights become exercisable, the rights will cause substantial dilution to a
person or group that attempts to acquire or merge with us in most cases.
Accordingly, the existence of rights may deter a potential acquiror from making
a takeover proposal or tender offer. The rights should not interfere with any
merger or other business combination approved by our board of directors since we
may redeem the rights as described below and since a transaction approved by our
board of directors would not cause the rights to become exercisable.

     EXERCISABILITY OF RIGHTS

     Under the rights agreement, a right would attach to each Class A common
share and Class X common share outstanding and, when exercisable, entitles the
registered holder to purchase from us one or more Series A Junior Preferred
Shares, par value $0.0001 per share, at an initial purchase price of $100,
subject to customary antidilution adjustments. For a description of the terms of
our Series A Junior Preferred Shares, see "Series A Junior Preferred Shares"
below. For the purposes of the rights agreement, an acquiring person is a person
or group besides our company, PricewaterhouseCoopers International Limited or
our partners who is the beneficial owner of:

      --   15% or more of the Class A common shares then outstanding or

      --   our common shares which have the right to cast 15% or more of the
           votes that may be cast by all such shares outstanding for the
           election of directors of our company.

     The rights will not become exercisable until the earliest of:

      --   the time we learn that a person or group has become an acquiring
           person and

      --   the date, if any, as may be designated by our board of directors
           following the commencement of, or the announcement of an intention to
           commence, a tender offer or exchange offer that would result in a
           person or group becoming an acquiring person.

     Additionally, at any time a person or a group has become an acquiring
person, the flip-in or flip-over features of the rights or, at the discretion of
our board of directors, the exchange features of the rights, may be exercised by
any holder, except for such person or group.

     "FLIP IN" FEATURE

     In the event a person or group becomes an acquiring person, each holder of
a right, except for such person or group, will have the right to acquire, upon
exercise of the right, instead of one one-thousandth of a Series A Junior
Preferred Share, our Series A Junior Preferred Shares having a value equal to
twice the exercise price of the right, in which case our board of directors may
elect to issue our Class A common shares in lieu of our Series A Junior
Preferred Shares. For example, assuming that the initial purchase price of $100
is in effect on

                                       144
<PAGE>

the date that the flip-in feature of the right is exercised, any holder of a
right, except for the acquiring person, can exercise his or her right by paying
us $100 in order to receive from us Class A common shares having a value equal
to $200.

     EXCHANGE FEATURE

     At any time after a person or group becomes an acquiring person, but is the
beneficial owner of less than 50%, of our Class A common shares then
outstanding, our board of directors may, at its option, exchange all or some of
the rights, except for those held by such person or group, for consideration per
right consisting of one-half of the securities that would be issuable upon
exercise of the right, subject to adjustment, and cash instead of fractional
shares, if any. Use of this exchange feature means that eligible rights holders
would not have to pay a purchase price before receiving our Class A common
shares.

     "FLIP OVER" FEATURE

     In the event we are acquired in a merger, amalgamation or other business
combination transaction or 50% or more of our assets or our earning power and
our subsidiaries, taken as a whole, are sold, each holder of a right, except for
the acquiring person, will have the right to receive, upon exercise of the
right, the number of shares of the acquiring company's capital common shares
having a value equal to twice the exercise price of the right.

     REDEMPTION OF RIGHTS

     At any time before a person becomes an acquiring person, our board of
directors may redeem all of the outstanding rights at a nominal redemption
price, subject to adjustment. The right to exercise the rights, as described
under "--Exercisability of Rights," will terminate upon action of the board of
directors ordering redemption, and at such time, the holders of the rights will
have the right to receive only the redemption price for each right held.

     AMENDMENT OF RIGHTS

     At any time before a person or group becomes an acquiring person, the terms
of the existing rights agreement may be amended by our board of directors
without the consent of the holders of the rights.

     At any time after a person or group becomes an acquiring person, however,
our board of directors may not adopt amendments to the existing rights agreement
without the consent of the holders of the rights that would be adversely
affected by the amendment. Furthermore, once the rights are no longer
redeemable, our board of directors may not adopt any amendment that would cause
the rights again to be redeemable.

     TERMINATION OF RIGHTS

     If not previously exercised, the rights will expire 10 years from the date
that the rights agreement commences, unless we earlier redeem or exchange the
rights or extend the final expiration date.

     ENFORCEABILITY OF RIGHTS AGREEMENT

     Although a number of companies incorporated in Bermuda have adopted rights
agreements having the same effect as our rights agreement, the enforceability of
the provisions of such rights agreements have not been definitively tested in
the Bermuda courts. Therefore, there is no assurance that a holder of Class A
common shares or Class X common shares or the Company could enforce the
exercisability of those rights as described above under "--Rights Agreement".

     SERIES A JUNIOR PREFERRED SHARES

     In connection with the creation of the rights, as described above, our
board of directors will authorize the issuance of Series A Junior Preferred
Shares.

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<PAGE>

     We have designed the dividend, liquidation, voting and redemption features
of our Series A Junior Preferred Shares so that the value of one one-thousandth
of a share of our Series A Junior Preferred Shares approximates the value of one
share of our Class A common shares. Series A Junior Preferred Shares may only be
purchased after the rights have become exercisable, and each Series A Junior
Preferred Share:

      --   is nonredeemable and junior to all other series of preferred shares,
           unless otherwise provided in the terms of those series of preferred
           shares,

      --   will have a preferential dividend in an amount equal to the greater
           of $1.00 or 1,000 times any dividend declared on each Class A common
           share,

      --   in the event of liquidation, will entitle its holder to receive a
           preferred liquidation payment equal to 1,000 times the payment made
           per Class A common share,

      --   will have 1,000 votes, voting together with our Class A common shares
           and our Class X common shares and any other share capital with
           general voting rights, and

      --   in the event of any merger, consolidation or other transaction in
           which Class A common shares are converted or exchanged, will be
           entitled to receive 1,000 times the amount and type of consideration
           received per Class A common share.

     The rights of our Series A Junior Preferred Shares as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.

BERMUDA LAW

     We are an exempted company organized under the Companies Act 1981 of
Bermuda. The rights of our shareholders including those persons who will become
shareholders in connection with this offering, are governed by Bermuda law and
our memorandum of association and bye-laws. The Companies Act 1981 of Bermuda
may differ 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 our organizational documents.

     FOREIGN EXCHANGE CONTROLS

     We have been designated by the Bermuda Monetary Authority as a non-resident
for Bermuda exchange control purposes. This designation allows us to engage in
transactions in currencies other than the Bermuda dollar, and there are no
restrictions on our ability to transfer funds, other than funds denominated in
Bermuda dollars, in and out of Bermuda or to pay dividends to non-Bermuda
residents who are holders of our Class A common shares.

     TRANSFER OF COMMON SHARES TO RESIDENTS OF BERMUDA

     The terms of the consent from the Bermuda Monetary Authority under the
Bermuda Exchange Control Act 1972 relating to the issue and transferability of
our Class A common shares restrict the issue and transfer of our shares to and
between persons who are residents of Bermuda for purposes of the Bermuda
Exchange Control Act 1972 such that residents of Bermuda may not own more than
20% in aggregate of our shares.

     DIVIDENDS

     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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<PAGE>

     VOTING RIGHTS

     Under Bermuda law, except as otherwise provided in the Companies Act 1981
of Bermuda or our 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. Our 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 removal of directors for cause, where a majority of the
votes outstanding is required and amendments to some provisions of our bye-laws,
where a two-thirds majority of the votes outstanding may be required if such
amendments are not approved by the board of directors. A description of the
voting rights attaching to our Class A common shares and Class X common shares
is set out above under "--Common Shares--Voting."

     WRITTEN RESOLUTION OF SHAREHOLDERS ONLY BY UNANIMOUS WRITTEN CONSENT

     Under Bermuda law any action required or permitted to be taken by our
shareholders may only be taken by written resolution with the consent in writing
of all our shareholders.

     RIGHTS IN LIQUIDATION

     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 preferred 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. Our Class X common shares, however, will not be entitled to distribution
rights.

     MEETINGS OF SHAREHOLDERS

     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 our 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. Our
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.

     SHAREHOLDER PROPOSALS

     Under Bermuda law a shareholder or shareholders who hold not less than 5%
of the total outstanding voting rights or number not less than 100 shareholders
may requisition the Company to send to shareholders entitled to receive notice
of the next annual general meeting, at the cost of the requisitionists, notice
of any resolution which may properly be moved together with a statement of not
more than one thousand words with respect to the matter referred to in any
proposed resolution or business to be dealt with at that meeting. The company is
only bound to circulate such a requisition if it is received at the registered
office of the company, in the case of a requisition requiring notice of a
resolution, not less than six weeks before the meeting and in the case of any
other requisition, not less than one week before the meeting.

     ACCESS TO BOOKS AND RECORDS AND DISSEMINATION OF INFORMATION

     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 memorandum of association,
including its objects and powers, and most alterations to its memorandum of
association. The

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<PAGE>

shareholders have the additional right to inspect the bye-laws of the company,
minutes of general meetings and the company's audited financial statements,
which must be presented at the annual general meeting. 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. We
maintain our principal share register in Hamilton, Bermuda. A company is
required to keep at its registered office a register of its directors and
officers that 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.

  BOARD OF DIRECTOR ACTIONS

     Under Bermuda law, the directors of a Bermuda company owe their fiduciary
duty principally to the company rather than the shareholders. Our bye-laws
provide that some 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 our board of directors.

     Our bye-laws provide that a director may, but is not required to, in taking
any action, including an action that may involve or relate to a change of
control or potential change of control of our company, consider, among other
things, the effect that the action may have on other interests or persons,
including our shareholders, our 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 our company.

  AMENDMENT OF MEMORANDUM OF ASSOCIATION AND BYE-LAWS

     Bermuda law provides that the memorandum of association 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, other than
an amendment that alters or reduces a company's share capital or a change of
name, also requires the approval of the Bermuda Minister of Finance, who may
grant or withhold approval at his or her discretion. Our bye-laws may be amended
by our 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 approval of a resolution requires the approval of
holders of not less than two-thirds of the voting power.

     Under Bermuda law, the holders of an aggregate of not less than 20% in par
value of a company's issued share capital of 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 adopted by shareholders at any general meeting,
other than an amendment that alters or reduces a company's share capital or a
change of name as provided in the Companies Act 1981 of Bermuda. Where 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 must be made within 21 days after the
date on which the resolution altering the company's memorandum of association 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 application may be made by persons voting in favor of the amendment.

  APPRAISAL RIGHTS AND SHAREHOLDER SUITS

     Under Bermuda law, in the event of an amalgamation of a Bermuda company
with another company, a shareholder of the Bermuda company who is not satisfied
that fair value has been offered 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 our bye-laws, an amalgamation by us with another company
would require the amalgamation agreement be approved by our board of directors
and by resolution of our shareholders.

     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
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<PAGE>

beyond the corporate power of the company or is illegal or would result in
violation of the company's memorandum of association or bye-laws. Furthermore,
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, which may make an order as it sees
fit, including an order regulating the conduct of the company's affairs in the
future or ordering the purchase of the shares of any shareholder, by other
shareholders or by the company.

TRANSFER AGENT AND REGISTRAR

          will serve as transfer agent and branch registrar for our Class A
common shares in the United States.      will serve as transfer agent and
principal registrar for our Class A common shares in Bermuda.

NEW YORK STOCK EXCHANGE LISTING

     We will apply to have our Class A common shares listed on the New York
Stock Exchange under the symbol "     ."

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<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE

     Prior to this offering, there will have been no public market for our Class
A common shares. Although we expect to have our Class A common shares approved
for listing on the New York Stock Exchange, we cannot assure you that there will
be an active public market for our Class A common shares. Sales of substantial
amounts of our Class A common shares, or the perception of these sales, may
adversely affect the price of our Class A common shares and impede our ability
to raise capital through the issuance of equity securities in the future. Upon
the completion of this offering, assuming no exercise of the underwriters'
over-allotment option, we will have      Class A common shares outstanding,
including      Class A common shares underlying restricted share units. Holders
of PwC Consulting SCA Class I common shares will have the right to require PwC
Consulting SCA to redeem their shares, which redemption may be effected by
delivery of Class A common shares. In addition, exchangeable shares issued by
some of our subsidiaries may be exchanged for our Class A common shares on a
one-for-one basis at the request of the holders of these exchangeable shares. Of
the outstanding number of Class A common shares,      Class A common shares to
be sold in this offering will be freely tradable without restriction or further
registration under the Securities Act of 1933. In addition, please note the
following items.

      --        Class A common shares held by our partners will, unless these
           restrictions are waived, be subject to the transfer restrictions
           described under "Arrangements with Our Partners--PwCC Limited Voting
           Agreement" and, unless these restrictions are waived, will be subject
           to the underwriters' lock-up described under "Underwriters" and will
           be eligible for resale pursuant to Rule 144 under the Securities Act
           after one year as described below.

      --        Class A common shares held by the PricewaterhouseCoopers network
           of firms and their partners and shareholders will be subject to the
           transfer restrictions described under "Arrangements with the
           PricewaterhouseCoopers Network of Firms--Shareholders Agreement" and,
           unless these restrictions are waived, will be subject to the
           underwriters' lock-up described under "Underwriters" and will be
           eligible for resale pursuant to Rule 144 under the Securities Act
           after one year as described below. Subject to these restrictions, the
           PricewaterhouseCoopers network of firms will dispose of its Class A
           common shares, including any shares exchangeable for our Class A
           common shares, within five years of the closing date of this offering
           to comply with the terms of the proposed SEC No-Action Letter
           described under "Auditor Independence Rules, the Enron Situation and
           the Proposed SEC No-Action Letter--The Proposed SEC No-Action Letter"
           if the terms of this proposed letter are agreed upon by the SEC.

      --        Class A common shares issuable in lieu of cash redemptions for
           PwC Consulting SCA Class I common shares and      Class A common
           shares issuable in exchange for exchangeable shares issued by some of
           our subsidiaries held by our partners and some of the
           PricewaterhouseCoopers network of firms and their partners and
           shareholders will, unless these restrictions are waived, be subject
           to the transfer restrictions described under "Arrangements with the
           PricewaterhouseCoopers Network of Firms--Shareholders Agreement" and
           "Arrangements with Our Partners--PwCC Limited Voting Agreement" and,
           unless these restrictions are waived, will be subject to the
           underwriters' lock-up described under "Underwriters" and will be
           eligible for resale pursuant to Rule 144 under the Securities Act one
           year after redemption or exchange as described below. We have agreed
           to file a registration statement that will permit partners to resell
           Class A common shares delivered to them as set forth in this
           paragraph without the one year holding period requirement.

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<PAGE>

      --        Class A common shares underlying restricted share units
           generally will be deliverable as follows:

<Table>
<Caption>
                   SHARES UNDERLYING
                    RESTRICTED SHARE
                    UNITS DELIVERED                       YEARS AFTER THE CLOSING OF
                      TO PARTNERS                               THIS OFFERING
                   -----------------                      --------------------------
<S>                                                       <C>
      20%...............................................          1 year
      20%...............................................         2 years
      20%...............................................         3 years
      15%...............................................         4 years
      25%...............................................   The later of 5 years
                                                            and termination of
                                                           employment with us.
</Table>

      --   Of the      Class A common shares subject to options described under
           "Management--2002 Share Incentive Plan,"      will become exercisable
           in equal annual installments beginning one year after the date of
           grant,      will become exercisable in      equal annual installments
           beginning one year after the date of grant and      will become
           exercisable      months after the date of grant.

      --   Up to      Class A common shares are available for sale under the
           employee share purchase plan described under "Management--2002
           Employee Share Purchase Plan."

      --   Up to      Class A common shares acquired by some of our former
           partners in our separation will be subject to the underwriters,
           lock-up described under "Underwriters" and will be eligible for
           resale pursuant to Rule 144 under the Securities Act after one year
           as described below.

     We, the selling shareholders, our shareholders, employees, partners,
officers and directors who received Class A common shares in the separation have
agreed, without the prior written consent of Morgan Stanley & Co. Incorporated
on behalf of the underwriters, not to, during the period ending 180 days, or in
some cases up to two years, after the date of this prospectus, dispose of any of
their common shares or securities convertible into or exchangeable for Class A
common shares, except under limited circumstances described under
"Underwriters."

     To the extent not otherwise freely tradable or able to be sold under an
exemption contained in Rule 144, we currently expect that we will file a
registration statement with the SEC in order to register the reoffer and resale
of our Class A common shares issued pursuant to the restricted share units and
options to purchase and sales of Class A common shares described under
"Management--2002 Share Incentive Plan" and "Management --2002 Employee Share
Purchase Plan." The firms in PricewaterhouseCoopers network, some of their
partners and shareholders and the PricewaterhouseCoopers retirement trusts will
have the right to demand that we file a registration statement with the SEC in
order to register the reoffer and resale of our Class A common shares and other
registerable securities described under "Arrangements with the
PricewaterhouseCoopers Network of Firms--Shareholders Agreement--Registration
Rights." As a result, any Class A common shares delivered or purchased pursuant
to these plans or covered under the registration rights provisions will, subject
to applicable contractual restrictions, be freely transferable to the public
unless our Class A common shares are acquired by an "affiliate" of ours. Any
Class A common shares acquired by an "affiliate" of ours will be transferable to
the public in accordance with Rule 144.

     In general, under Rule 144 as currently in effect, a person or persons
whose shares are aggregated together, including an affiliate, who has
beneficially owned restricted shares for at least one year is entitled to sell,
within any three-month period, a number of these shares that does not exceed the
greater of:

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

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

                                       151
<PAGE>

     In addition, affiliates must comply with the restrictions and requirements
of Rule 144, other than the one-year holding period requirement, in order to
sell Class A common shares that are not restricted securities within the meaning
of that rule. Under Rule 144(k), a person who is not an affiliate and has not
been an affiliate for at least three months prior to the sale and who has
beneficially owned restricted shares for at least two years may resell these
shares without compliance with the foregoing requirements.

     The registration rights that will be granted to some firms in the
PricewaterhouseCoopers network and some of the PricewaterhouseCoopers partners
and shareholders could, if exercised, permit these shareholders to sell
significant amounts of Class A common shares at any time beginning 180 days
after this offering. See "Risk Factors--Risks That Relate to This Offering and
Ownership of Our Class A Common Shares--The price of our Class A common shares
may decline due to the large number of outstanding shares eligible for future
sale to the public" for a description of risks relating to the registration
rights.

                                       152
<PAGE>

                        MATERIAL INCOME TAX CONSEQUENCES

TAXATION OF THE COMPANY

     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 of 1966,
an undertaking that, in the event that Bermuda enacts any legislation imposing
tax computed on profits or income or computed on any capital asset, gain or
appreciation or any tax in the nature of estate duty or inheritance tax, such
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. The maximum annual government fee applicable to
us is currently $27,825, and we expect to be subject to the maximum fee.

PROPOSED U.S. TAX LEGISLATION

     As noted under "Risk Factors--Potential United States federal tax law
changes could increase our effective tax rate or could have other adverse
effects on our business," legislation has been introduced in the United States
Congress that would reduce the tax advantages of so-called "corporate inversion
transactions." The formation of our company will be accomplished by the
combination of separately-owned, and managed businesses in the
PricewaterhouseCoopers network of firms. Based upon the allocation of value
under the rollup agreements, slightly more than half of these businesses and
their owners have never been subject to US income tax laws. In addition,
PricewaterhouseCoopers firms, or their partners and shareholders, participating
in the separation transaction that are United States persons should own less
than 50% of our company on a fully exchanged basis, even before taking into
account sales in this offering, and should own a considerably lower percentage
of our company following this offering. As a result, we do not believe that we
should be subject to any legislation intended to address corporate inversion
transactions. Notwithstanding this, because the formation of our company has
some similarities with corporate inversion transactions, it is possible that
legislation, if enacted, could be applicable to the formation of our company,
which could result in an increase in our effective tax rate or have other
adverse effects to our company and result in the imposition of United States
withholding taxes at a 30% rate, possibly subject to reduction under any
applicable tax treaty, on any dividend distributions by us to non-United States
shareholders.

TAXATION OF HOLDERS

  BERMUDA TAX CONSIDERATIONS

     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
Class A common shares or on any payments in respect of our Class A common
shares, except, in some circumstances, to persons ordinarily resident in
Bermuda.

  UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of the material United States federal income tax
consequences, as of the date of this document, to a holder of our Class A common
shares that is a "U.S. holder", that purchases the shares in connection with
their initial issuance and that holds the shares as capital assets. For purposes
of this discussion, you are a "U.S. holder" if you are:

      --   a citizen or resident of the United States,

      --   a corporation 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

                                       153
<PAGE>

      --   a trust that is subject to the primary 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.

     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, and is for general purposes only. 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 transaction. 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 and other federal tax laws.
In addition, it does not present a description of the United States 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:

      --   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,

      --   a person whose functional currency is not the United States dollar or

      --   a person receiving Class A common shares as compensation.

     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.

  TAXATION OF DIVIDENDS

     The gross amount of distributions you receive on your Class A common
shares, if any, 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 as ordinary income on the day you
actually or constructively receive it. Because we are not a United States
corporation, 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. To the extent that the amount of any

                                       154
<PAGE>

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, and the balance of the distribution in excess of your adjusted basis
will be taxed as capital gain recognized on a subsequent disposition of the
shares. The reduction in basis caused by the tax-free return of capital will
increase the amount of gain, or decrease the amount of loss, you will recognize
on any subsequent disposition of your Class A common shares.

     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:

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

      --   United States source income,

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.

     FOREIGN PERSONAL HOLDING COMPANY

     A foreign corporation will be classified as a foreign personal holding
company ("FPHC") if:

      --   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; 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, including any income from certain
           personal service contracts.

     If we or one or more of our subsidiaries becomes a FPHC, you, regardless of
the amount of our Class A common shares you hold, will be required to include in
your income a dividend, currently each year, equal to your pro rata share of
earnings regardless of whether such earnings are actually distributed. If you
own, directly or indirectly, 5% or more by value of our Class A common shares,
you will be required to include in your return information about the income,
expenses and other specified items of the applicable company. Additionally, if
you acquired our Class A common shares from a decedent, you would not received a
stepped-up basis in those shares. Instead, you would have a tax basis equal to
the lower of the fair market value of the shares at the time of receipt or the
decedent's basis.

     We believe that neither we nor any of our subsidiaries is a FPHC. However,
due to a number of factors, including the FPHC stock ownership attribution
rules, there can be no assurance that we or one or more of our subsidiaries will
not become a FPHC in our or one of these companies' current taxable year or in
the future. You should consult your tax advisor concerning the U.S. tax
consequences of holding shares if we or any of our subsidiaries were to become a
FPHC.

     DISPOSITION OF THE COMMON SHARES

     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. 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
characterized as returns of capital. 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 taxed
at a maximum tax rate of 20%; if you hold the shares for more than

                                       155
<PAGE>

five years, your gain recognized on a sale or disposition will be taxed at a
maximum rate of 18%. Your ability to deduct capital losses is subject to
limitations.

     INFORMATION REPORTING AND BACKUP WITHHOLDING

     In general, unless you are an exempt recipient such as a corporation,
information reporting will apply to dividends in respect of the 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 some certifications, you will be subject to backup withholding
generally imposed at a 30% rate. 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.

                                       156
<PAGE>

                                  UNDERWRITERS

     Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom Morgan Stanley & Co. Incorporated is acting as representative, have
severally agreed to purchase, and we and the selling shareholders have agreed to
sell to them, severally, the number of shares indicated below:

<Table>
<Caption>
                                                                NUMBER
                            NAME                              OF SHARES
------------------------------------------------------------  ----------
<S>                                                           <C>
Morgan Stanley & Co. Incorporated...........................
                                                              ----------

          Total.............................................
                                                              ==========
</Table>

     The underwriters are offering the Class A common shares subject to their
acceptance of the shares from us and the selling shareholders and subject to
prior sale. The underwriting agreement provides that the obligations of the
several underwriters to pay for and accept delivery of the Class A common shares
offered by this prospectus are subject to the approval of specified legal
matters by their counsel and to other conditions. These conditions include a
condition that our separation be completed prior to the closing of this
offering. The underwriters are obligated to take and pay for all of the Class A
common shares offered by this prospectus if any such shares are taken. However,
the underwriters are not required to take or pay for the shares covered by the
over-allotment option described below.

     The underwriters initially propose to offer a portion of our Class A common
shares directly to the public at the public offering price listed on the cover
page of this prospectus and a portion to some dealers at a price that represents
a concession not in excess of $       a share under the public offering price.
Any underwriter may allow, and such dealers may reallow, a concession not in
excess of $       a share to other underwriters or dealers. After the initial
offering of our Class A common shares, the offering price and other selling
terms may from time to time be varied by the representative.

     The underwriting discounts and commissions to be paid by us and the selling
shareholders, which are expected to be a percentage of the offering price, are
set forth in the following table:

<Table>
<Caption>
                                                   UNDERWRITING                    PROCEEDS TO
                                       PRICE TO    DISCOUNTS AND    PROCEEDS TO    THE SELLING
                                        PUBLIC      COMMISSIONS       COMPANY      SHAREHOLDERS
                                       --------    -------------    -----------    ------------
<S>                                    <C>         <C>              <C>            <C>
Per Share............................  $             $              $                $
Total................................  $             $              $                $
</Table>

     We expect that the offering expenses payable by us in connection with this
offering, other than the underwriting discounts and commissions, will be
approximately $       .

     We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an aggregate of
additional Class A common shares at the public offering price listed on the
cover page of this prospectus, less underwriting discounts and commissions. The
underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of Class A common
shares by this prospectus. To the extent this option is exercised, each
underwriter will become obligated, subject to specified conditions, to purchase
the same percentage of additional shares as the number listed next to the
underwriter's name in the preceding table bears to the total number of shares
listed next to the names of all underwriters in the preceding table. Because the
PricewaterhouseCoopers firms intend to fully dispose of their interest in us, if
the PricewaterhouseCoopers firms do not sell all their interest in us in this
offering, we expect that the overallotment option will instead be granted by the
selling shareholders to the extent of their remaining interest in us.

     If the underwriters' option is exercised in full, the total price to the
public would be $       , the total underwriting discounts and commissions would
be $       and the total proceeds to us would be $       .

                                       157
<PAGE>

     The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of Class A
common shares offered by them.

     We, the selling shareholders, our shareholders, employees, partners,
officers and directors who received Class A common shares in our separation will
agree, without the prior written consent of Morgan Stanley & Co. Incorporated on
behalf of the underwriters, not to, during the period ending 180 days after the
date of this prospectus:

      --   offer, pledge, sell, contract to sell, sell any option or contract to
           purchase, purchase any option or contract to sell, grant any option,
           right or warrant to purchase, lend, or otherwise transfer or dispose
           of, directly or indirectly, any Class A common shares or Class X
           common shares or any securities convertible into or exercisable or
           exchangeable for Class A common shares or Class X common shares, any
           capital stock of PwC Consulting SCA or any securities convertible
           into or exercisable or exchangeable for capital stock of PwC
           Consulting SCA or any shares of capital stock of any direct or
           indirect subsidiary of PwC Consulting SCA or any securities
           convertible into or exercisable or exchangeable for capital stock of
           any such subsidiary, or

      --   enter into any swap or other arrangement that transfers to another,
           in whole or in part, the economic consequences of ownership of the
           Class A common shares, Class X common shares or any capital stock of
           PwC Consulting SCA or any such subsidiary,

whether any such transaction described above is to be settled by delivery of
Class A common shares, Class X common shares or capital stock of PwC Consulting
SCA or such other securities, in cash or otherwise.

     In addition, the PricewaterhouseCoopers firms and their partners and
shareholders taking part in this offering will each agree not to enter into any
such transaction for a period of up to two years after the date of this
prospectus according to the following schedule:

<Table>
<Caption>
                                                          AMOUNT OF CLASS A
                PERIOD OF TIME FOLLOWING                  COMMON SHARES THAT
              THE CLOSING OF THIS OFFERING                   MAY BE SOLD
--------------------------------------------------------  ------------------
<S>                                                       <C>
Less than six months....................................           0%
Between 6 months and 12 months..........................          25%
Between 12 months and 18 months.........................          50%
Between 18 months and 24 months.........................          75%
More than 24 months.....................................         100%
</Table>

     The restrictions described in the preceding list do not apply to:

      --   the sale of Class A common shares to the underwriters,

      --   our issuance of Class A common shares, not to exceed           Class
           A common shares upon the exercise of an option or warrant or the
           conversion of a security outstanding on the date of the closing of
           this offering of which the underwriters have been advised in writing,
           including of PwC Consulting SCA Class I common shares and
           exchangeable shares issued by some subsidiaries for shares of Class A
           common shares, provided that such shares are subject to the terms of
           the lock-up described above, except as otherwise agreed in writing by
           Morgan Stanley & Co. Incorporated on behalf of the underwriters,

      --   issuance of our Class A common shares and PwC Consulting SCA Class I
           common shares in exchange for shares of our other subsidiaries,

      --   the granting of options to officers, directors, consultants or
           employees, provided that these options are not exercisable prior to
           the end of the lock-up described above and the issuance by us of
           restricted shares units representing the right to purchase not more
           than           Class A common shares, in each case, under benefit
           plans described in this prospectus,

                                       158
<PAGE>

      --   any transaction required under the proposed independence relief
           no-action letter from the SEC described in this prospectus,

      --   our issuance of a number of shares not exceeding      % of the Class
           A common shares to be outstanding immediately following the closing
           of this offering, assuming all PwC Consulting SCA Class I common
           shares and exchangeable shares issued by our subsidiaries are
           redeemed or exchanged for newly issued Class A common shares on a
           one-for-one basis, in each case in connection with acquisitions,
           including any acquisitions of the consulting business of a
           PricewaterhouseCoopers firm, provided that the recipient of such
           shares agrees to be bound by the restrictions described above,

      --   any transfer of PwC Consulting SCA Class I common shares or shares of
           a subsidiary, provided that the transferee of any such shares agrees
           to be bound by the restrictions described above,

      --   with respect to each of the exceptions listed above, the issuance by
           PwC Consulting SCA of the same number of shares of its equity to us
           or

      --   some transfers by our partners for estate planning purposes, provided
           that the transferee of any such shares agrees to be bound by the
           restrictions described above.

     In order to facilitate our offering of our Class A common shares, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of our Class A common shares. Specifically, the underwriters
may sell more shares than they are obligated to purchase under the underwriting
agreement, creating a short position in our Class A common shares for their own
account. A short sale is covered if the short position is no greater than the
number of shares available for purchase by the underwriters under the
over-allotment option. The underwriters can close out a covered short sale by
exercising the over-allotment option or purchasing shares in the open market. In
determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of shares
compared to the price available under the over-allotment option. The
underwriters may also sell shares in excess of the over-allotment option,
creating a naked short position. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the price of our Class A common shares in the open market
after pricing that could adversely affect investors who purchase shares in this
offering. As an additional means of facilitating this offering, the underwriters
may bid for, and purchase, our Class A common shares in the open market to
stabilize the price of our Class A common shares. The underwriting syndicate may
also reclaim selling concessions allowed to an underwriter or a dealer for
distributing our Class A common shares in this offering, if the syndicate
repurchases previously distributed Class A common shares to cover syndicate
short positions or to stabilize the price of our Class A common shares. Any of
these activities may raise or maintain the market price of our Class A common
shares above independent market levels or prevent or retard a decline in the
market price of our Class A common shares. The underwriters are not required to
engage in these activities, and may end any of these activities at any time.

     From time to time, some of the underwriters and their affiliates have
provided, and will continue to provide, investment banking services to us and
the PricewaterhouseCoopers network of firms and the selling shareholders. Morgan
Stanley & Co. Incorporated advised the PricewaterhouseCoopers firms on the
reorganization of its business, including the sale of Unifi, its U.S. human
resources business; the sale of portions of its financial advisory services
business, including its U.S. corporate value consulting business; the proposed
disposal of its business processing management services business; and the
attempted sale of our business, which was not consummated. Morgan Stanley & Co.
Incorporated received usual and customary fees for this advice.

     We, PwC Consulting SCA, the selling shareholders and the underwriters have
agreed to indemnify each other against some liabilities, including liabilities
under the Securities Act.

     Neither the lead manager nor any of the underwriters participating in
pricing activities are audit clients or affiliates of audit clients of
PricewaterhouseCoopers network of firms. Some other syndicate members of the
underwriters may be clients or affiliates of audit clients of the
PricewaterhouseCoopers network of firms.

                                       159
<PAGE>

     Morgan Stanley DW Inc., an affiliate of Morgan Stanley & Co. Incorporated,
through Morgan Stanley Online, its online service, may be a member of the
syndicate and engage in electronic offers, sales and distributions of the shares
being offered.

PRICING OF THIS OFFERING

     Prior to this offering, there has been no public market for our Class A
common shares. The initial public offering price will be determined by
negotiations among the selling shareholders, the representative and us. Among
the factors to be considered in determining the initial public offering price
will be our future prospects and our industry in general, sales, earnings and
other financial and operating information of our company in recent periods, and
the price-earnings ratios, price-sales ratios, market prices of securities and
other financial and operating information of companies engaged in activities
similar to ours. The estimated initial public offering price range set forth on
the cover page of this preliminary prospectus is subject to change as a result
of market conditions and other factors.

                                 LEGAL MATTERS

     The validity of the issuance of our Class A common shares offered by this
prospectus will be passed upon for us by Conyers Dill & Pearman, Hamilton,
Bermuda. Certain legal matters of United States and New York law will be passed
upon for us by Cravath, Swaine & Moore, New York, New York, as to United States
and New York law. Appleby Spurling & Kempe, Hamilton, Bermuda, will pass upon
the validity of the issuance of our Class A common shares offered by this
prospectus for the underwriters. Certain legal matters will be passed upon for
the underwriters by Hughes Hubbard & Reed LLP, New York, New York, as to United
States and New York law. Hughes Hubbard & Reed LLP has provided, and will
continue to provide, legal services to firms in the PricewaterhouseCoopers
network of firms and their affiliates from time to time for which they have
received, and will receive, customary fees and reimbursement of expenses.

                                    EXPERTS

     Our combined financial statements as of June 30, 2000 and 2001, and for
each of the three years in the period ended June 30, 2001, included in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing in this prospectus, and have been included in
reliance upon the reports of Deloitte & Touche LLP given upon their authority as
experts in accounting and auditing.

                                       160
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933, as amended, with respect to our Class A common shares
offered hereby. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits to the registration
statement, to which reference is hereby made. Some items are omitted in
accordance with the rules and regulations of the SEC. With respect to each
contract, agreement or other document filed as an exhibit to the registration
statement, reference is made to such exhibit for a more complete description of
the matter involved and statements contained in this prospectus that are not
necessarily complete are qualified in all respects by such reference. The
registration statement and the exhibits to the registration statement filed by
us with the SEC may be inspected at the public reference facilities of the SEC
listed below.

     As a result of this offering, we will be subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith will file reports, proxy statements and other information
with the SEC. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the SEC at
its principal offices at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Copies of such information may be
obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a
World Wide Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC.

     We intend to furnish holders of our Class A common shares with annual
reports containing combined financial statements audited by independent
accountants, beginning with the fiscal year ending June 30, 2002. We also intend
to furnish other reports as we may determine or as required by law. We also
maintain an Internet site at http://www.pwcconsulting.com. Our website and the
information it contains or that is connected to it shall not be deemed to be
incorporated into this prospectus or the registration statement of which the
prospectus forms a part.

                                       161
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                     INDEX TO COMBINED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
INTERIM FINANCIAL REPORTING                                   ----
<S>                                                           <C>
Combined Balance Sheets at June 30, 2001 and (unaudited)
  December 31, 2001.........................................  F-2
Combined Income Statements Before Partner Distributions and
  Benefits (unaudited) for the six months ended December 31,
  2000 and 2001.............................................  F-3
Combined Statements of Cash Flows (unaudited) for the six
  months ended December 31, 2000 and 2001...................  F-4
Notes to the Combined Financial Statements (unaudited)......  F-5

ANNUAL FINANCIAL STATEMENTS
Independent Auditors' Report................................  F-10
Combined Balance Sheets at June 30, 2000 and 2001...........  F-11
Combined Income Statements Before Partner Distributions and
  Benefits for the years ended June 30, 1999, 2000 and
  2001......................................................  F-12
Combined Statements of Cash Flows for the years ended June
  30, 1999, 2000 and 2001...................................  F-13
Combined Statements of Changes in the PwC Network Investment
  and Comprehensive Income for the years ended June 30,
  1999, 2000 and 2001.......................................  F-14
Notes to the Combined Financial Statements..................  F-15
</Table>

                                       F-1
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                            COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                               JUNE 30,     DECEMBER 31,
                                                                 2001           2001
                                                              ----------    ------------
                                                                            (UNAUDITED)
<S>                                                           <C>           <C>
ASSETS
Current assets
  Cash and cash equivalents.................................  $  110,204     $  144,552
  Short-term investments....................................       3,151         13,119
  Accounts receivable (net of allowances of $84,262 and
     $85,654 at June 30, 2001 and December 31, 2001,
     respectively)..........................................   1,264,946      1,079,584
  Unbilled receivables......................................     154,001        127,060
  Amounts due from the PwC Network..........................      12,446         15,579
  Prepaid and other current assets..........................      90,225        121,671
                                                              ----------     ----------
     Total current assets...................................   1,634,973      1,501,565
Investments.................................................       9,360          5,178
Property and equipment, net.................................     137,619        147,431
Goodwill, net...............................................     151,063        131,600
Other non-current assets....................................      55,484         40,118
                                                              ----------     ----------
     Total non-current assets...............................     353,526        324,327
                                                              ----------     ----------
     Total assets...........................................  $1,988,499     $1,825,892
                                                              ==========     ==========
LIABILITIES AND PWC NETWORK INVESTMENT
Current liabilities
  Accounts payable and accrued liabilities..................  $  161,611     $  140,200
  Accrued payroll and related benefits......................     103,365        109,060
  Short-term bank borrowings................................      29,223         32,576
  Current portion of long-term debt.........................       6,506          5,794
  Amounts due to the PwC Network............................   1,019,051      1,013,410
                                                              ----------     ----------
     Total current liabilities..............................   1,319,756      1,301,040
                                                              ----------     ----------
Long-term liabilities
  Long-term debt............................................      49,888         41,789
  Other long-term liabilities...............................     115,821         88,181
                                                              ----------     ----------
     Total long-term liabilities............................     165,709        129,970
Commitments and contingencies

PwC Network investment......................................     503,034        394,882
                                                              ----------     ----------
     Total liabilities and the PwC Network investment.......  $1,988,499     $1,825,892
                                                              ==========     ==========
</Table>

The accompanying notes are an integral part of these financial statements.
                                       F-2
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                           COMBINED INCOME STATEMENTS
                   BEFORE PARTNER DISTRIBUTIONS AND BENEFITS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                  SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
                                                                    (UNAUDITED)
<S>                                                           <C>           <C>
Revenues....................................................  $3,674,597    $3,420,333
Cost of services*...........................................   1,927,120     1,749,786
Reimbursables and subcontractor costs.......................     742,901       745,307
                                                              ----------    ----------
     Total cost of services*................................   2,670,021     2,495,093
Selling, general and administrative expenses*...............     797,910       669,213
Goodwill amortization.......................................      28,355        28,678
                                                              ----------    ----------
Operating income*...........................................     178,311       227,349
Interest income.............................................       1,277         1,277
Interest expense............................................     (31,277)      (19,629)
Other income (expense)......................................       1,438           (29)
                                                              ----------    ----------
Income before partner distributions and benefits*...........  $  149,749    $  208,968
                                                              ==========    ==========
</Table>

------------
* Excludes payments for partner distributions and benefits

The accompanying notes are an integral part of these financial statements.
                                       F-3
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                       COMBINED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                 SIX MONTHS ENDED
                                                                   DECEMBER 31,
                                                              ----------------------
                                                                2000         2001
                                                              ---------    ---------
                                                                   (UNAUDITED)
<S>                                                           <C>          <C>
Cash flows from operating activities:
  Income before partner distributions and benefits..........  $ 149,749    $ 208,968
  Adjustments to reconcile to net cash provided by operating
     activities:
     Depreciation and amortization..........................     70,017       55,069
     Net realized (gain)/loss on disposal of investments....     (1,436)          29
     (Gain)/loss on disposal of property and equipment......        (68)          36
     Allowance for bad debts................................     47,379       21,097
     Noncash revenue........................................        (58)          --
  Changes in assets and liabilities:
     Accounts receivable....................................   (145,281)     164,265
     Unbilled receivables...................................     23,292       26,941
     Amounts due from the PwC Network.......................      2,177       (3,133)
     Prepaid and other current assets.......................    (30,070)     (31,476)
     Other assets...........................................     17,557       15,366
     Accounts payable and accrued liabilities...............     84,748      (21,411)
     Accrued payroll and related benefits...................      1,702        5,695
     Amounts due to the PwC Network.........................    156,737       (3,685)
                                                              ---------    ---------
       Net cash provided by operating activities............    376,445      437,761
                                                              ---------    ---------
Cash flows from investing activities:
  Purchase of property and equipment........................    (83,609)     (36,196)
  Proceeds from sale of property and equipment..............        444           47
  Purchases of investments..................................     (3,593)         (21)
  Proceeds from sale of investments.........................      3,203          174
  Purchase of available for sale securities.................     (2,336)          --
  Proceeds from sale of available for sale securities.......      6,218           --
                                                              ---------    ---------
     Net cash used in investing activities..................    (79,673)     (35,996)
                                                              ---------    ---------
Cash flows from financing activities:
  Amounts due to the PwC Network............................    295,947      (11,170)
  Proceeds from line of credit and issuance of short-term
     bank borrowings........................................      8,351       17,699
  Payments on line of credit and short-term bank
     borrowings.............................................    (57,027)     (15,046)
  Other long-term liabilities...............................    (54,258)     (27,640)
  Proceeds from issuance of long-term debt..................      6,743        6,398
  Payments on long-term debt................................     (5,410)     (14,509)
  Activity in PwC Network investment, net...................   (447,726)    (322,348)
                                                              ---------    ---------
     Net cash used in financing activities..................   (253,380)    (366,616)
                                                              ---------    ---------
Effect of foreign exchange rate changes on cash and cash
  equivalents...............................................        349         (801)
                                                              ---------    ---------
Net increase in cash and cash equivalents...................     43,741       34,348
Cash and cash equivalents, beginning of period..............     74,352      110,204
                                                              ---------    ---------
Cash and cash equivalents, end of period....................  $ 118,093    $ 144,552
                                                              =========    =========
</Table>

The accompanying notes are an integral part of these financial statements.
                                       F-4
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                   NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

1.  BASIS OF PRESENTATION

     The accompanying unaudited interim combined financial statements of PwC
Consulting are prepared pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") and accounting principles generally accepted in
the United States of America ("U.S. GAAP") regarding interim reporting. As such,
these unaudited interim combined financial statements do not include all the
information and disclosures required by U.S. GAAP for annual financial
statements and should be read in conjunction with the annual combined financial
statements and notes thereto included within this prospectus. These unaudited
interim combined financial statements do reflect all adjustments (consisting
solely of normal, recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of results for these periods.

     These combined financial statements include the financial position, results
of operations and cash flows of all firms that comprise the
PricewaterhouseCoopers network of firms around the world (the "PwC Network")
which have management consulting and technology services that are under common
management oversight. PwC Consulting's management consulting and technology
services include strategic change, customer relationship management, financial
management, human capital, supply chain and operations, information technology
and application management and business process management services. All
material inter-firm balances and transactions have been eliminated. These
combined financial statements have been derived from the overall books and
records of the PwC Network. Accordingly, assumptions and allocations have been
made which are estimates, as further described in Note 4 of PwC Consulting's
annual combined financial statements included within this prospectus and Note 4
within these unaudited interim combined financial statements. As a result, the
combined financial statements presented do not reflect the assets and
liabilities or income before partner distributions and benefits had PwC
Consulting operated as a separate corporate entity. The results of operations
for the six months ended December 31, 2001, are not necessarily indicative of
the results that may be expected for the fiscal year ending June 30, 2002.

2.  COMPREHENSIVE INCOME

     The components of comprehensive income for the six month periods ended
December 31, 2000 and 2001, respectively, are as follows:

<Table>
<Caption>
                                                                2000        2001
                                                              --------    --------
<S>                                                           <C>         <C>
Income before partner distributions and benefits............  $149,749    $208,968
Foreign currency translation adjustments....................       349        (801)
Unrealized losses on available for sale securities..........   (12,030)      5,968
                                                              --------    --------
Total comprehensive income..................................  $138,068    $214,135
                                                              ========    ========
</Table>

3.  SEGMENT REPORTING

     Operating segments are defined as components of an enterprise for which
separate financial information is regularly available and evaluated by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. PwC Consulting's chief operating
decision making group is the PwC Consulting Global Executive Committee, which is
chaired by the PwC Consulting Chief Executive Officer.

     PwC Consulting's reportable operating segments are the following four
geographic units: the Americas, comprised of the United States, Canada and
Mexico; EMEA, comprised of Europe, the Middle East and Africa; Asia Pacific,
principally comprised of Japan, Australia and East Asia; and SOACAT, principally

                                       F-5
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

comprised of Brazil, Argentina, Chile and Columbia. These geographical units are
managed separately and represent countries or regions in which PwC Consulting
serves clients in that part of the world.

     PwC Consulting evaluates performance of its operating segments based on
"contribution to profit," a measure that excludes certain global and other costs
from operating income. In general, the accounting policies for the operating
segments are the same as those described in the summary of significant
accounting policies as disclosed in PwC Consulting's annual combined financial
statements and notes included within this prospectus, except for those noted and
shown in the reconciliations below. Expenses are allocated to PwC Consulting by
the PwC Network pursuant to the policies in Note 4 of PwC Consulting's annual
combined financial statements included within this prospectus. There are no
material inter-segment revenues.

NET REVENUES*

<Table>
<Caption>
                                                                  SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
<S>                                                           <C>           <C>
Americas....................................................  $1,560,317    $1,311,593
EMEA........................................................   1,001,138     1,032,032
Asia Pacific................................................     253,951       246,297
SOACAT......................................................      53,984        46,588
                                                              ----------    ----------
                                                              $2,869,390    $2,636,510
                                                              ==========    ==========
</Table>

------------

* Net of reimbursable expenses and subcontractor costs.

CONTRIBUTION TO PROFIT

<Table>
<Caption>
                                                                SIX MONTHS ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                                2000        2001
                                                              --------    --------
<S>                                                           <C>         <C>
Americas....................................................  $183,907    $242,920
EMEA........................................................   192,588     170,330
Asia Pacific................................................    27,387      18,975
SOACAT......................................................       503       3,420
                                                              --------    --------
                                                              $404,385    $435,645
                                                              ========    ========
</Table>

DEPRECIATION & AMORTIZATION

<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       2001
                                                              -------    -------
<S>                                                           <C>        <C>
Americas....................................................  $13,834    $12,320
EMEA........................................................   31,173     17,215
Asia Pacific................................................    4,328      3,821
SOACAT......................................................      407        396
                                                              -------    -------
                                                              $49,742    $33,752
                                                              =======    =======
</Table>

                                       F-6
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

INTEREST EXPENSE

<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       2001
                                                              -------    -------
<S>                                                           <C>        <C>
Americas....................................................  $20,621    $14,315
EMEA........................................................   20,198     17,606
Asia Pacific................................................    3,570      3,082
SOACAT......................................................    1,090      1,911
                                                              -------    -------
                                                              $45,479    $36,914
                                                              =======    =======
</Table>

<Table>
<Caption>
                                                                  SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
<S>                                                           <C>           <C>
Segment net revenues........................................  $2,869,390    $2,636,510
Global adjustments..........................................      14,927        17,419
Reclassification of the allowance for bad debts.............      47,379        21,097
Reimbursables and subcontractor costs.......................     742,901       745,307
                                                              ----------    ----------
Combined revenues...........................................  $3,674,597    $3,420,333
                                                              ==========    ==========

Segment contribution to profit..............................  $  404,385    $  435,645
Global costs................................................    (178,643)     (132,247)
Global PwC Network allocations..............................     (81,500)      (85,886)
Other adjustments...........................................      34,069         9,837
                                                              ----------    ----------
Combined operating income...................................  $  178,311    $  227,349
                                                              ==========    ==========
</Table>

     Global adjustments represent internal reconciling items related to revenues
between the PwC Network and PwC Consulting which have not been allocated to the
operating segments. For internal reporting purposes, the allowance for bad debts
is included in revenues. This differs from combined revenues as the allowance
for bad debts is included in selling, general and administrative expenses.

     Global costs represent global PwC Consulting costs that have not been
allocated to the operating segments. These include global training, service and
support staff, and business development activities. Global PwC Network
allocations represent allocations which are not included in the calculation of
contribution profit reviewed by the chief operating decision making group. These
allocations include global financial management costs and global marketing
costs. Other adjustments primarily represent adjustments to conform the internal
measure of contribution to profit to U.S. GAAP.

     With respect to depreciation and amortization, the difference between the
segment totals and the combined totals relates to the amortization of goodwill
that has not been allocated to the operating segments. Goodwill allocated to the
operating segments consists of acquisitions initiated by the operating segments.
Goodwill not allocated to the operating segments consists primarily of the
goodwill associated with the merger of firms in the Coopers & Lybrand and Price
Waterhouse networks as discussed in Note 3 of PwC Consulting's annual combined
financial statements included within this prospectus.

     With respect to segment interest expense, the amount allocated to the
operating segments is an imputed amount. It is used to measure the operating
segment's ability to manage accounts receivable, based primarily on accounts
receivable outstanding for the operating segment. This differs from the combined
interest expense

                                       F-7
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

which represents the interest expense allocated to PwC Consulting by the PwC
Network based on short-term and long-term debt as discussed in Note 4 of PwC
Consulting's annual combined financial statements included within this
prospectus.

4.  TRANSACTIONS WITH THE PwC NETWORK

     For the six months ended December 31, 2000 and 2001, revenues included
approximately $154,249 and $83,847, respectively, related to professional
services provided to other PwC Network business units. Additionally, included in
cost of services is approximately $63,249 and $18,847, respectively, related to
professional services received from other PwC Network business units.

     The PwC Network provides various services and infrastructure to member
firms in a country or a region and on a global basis to PwC Consulting including
occupancy, technology services, finance and planning, human resources, marketing
and business development, risk management and practice protection, firm-wide
management and new product development. Historically, the methods of allocating
these centralized costs to PwC Consulting include relative revenues, headcount,
square footage or other bases. Total allocated costs for these services
approximate $432,000 for the six months ended December 31, 2000.

     Effective July 1, 2001, on a country-by-country or regional basis, the PwC
network agreed to certain arrangements relating to the provision of these
various services to PwC Consulting by the PwC Network which were historically
performed on a centralized basis for the benefit of all PwC Network business
units and allocated to PwC Consulting. In addition, certain marketing and
business development, risk management and other management activities previously
provided centrally by the PwC Network and allocated to PwC Consulting became the
direct responsibility of PwC Consulting as a result of the transfer of the
related personnel and cost management responsibilities.

     These services agreements include the following functions: occupancy,
technology services, finance and planning, human resources, training and risk
management and practice protection. Under the services agreements, the PwC
Network allocates such costs to PwC Consulting on the basis of actual usage
(specific identification), when available, or a reasonable substitute such as
relative revenues, headcount, square footage or other bases. The allocation of
costs to PwC Consulting for such services is based on the actual costs incurred
by the PwC Network.

     In addition, the costs of certain other services and activities provided by
the PwC Network, including firmwide management, the PwC Network brand management
and marketing, and other services related to running a multidisciplinary
professional services partnership, are allocated to PwC Consulting. The
allocation of these costs to PwC Consulting was mutually agreed upon by the PwC
Network and PwC Consulting and is based on the relative benefit received from
the related activities. The methods of allocating these costs include net
revenues, headcount or other bases which management considers to be reasonable.
The allocation of costs to PwC Consulting for such services is based on the
actual costs incurred by the PwC Network.

     All of the services and infrastructure provided by the PwC Network to PwC
Consulting are paid or settled by the PwC Network using cash provided by the
operations of PwC Consulting. Accordingly, these costs are credited directly to
the "PwC Network investment" account, on the basis that cash generated by PwC
Consulting is distributed to the PwC Network for the settlement of commonly
incurred liabilities, acquisitions of common assets, and distributions to the
PwC Network partners. The amounts charged by the PwC Network to PwC Consulting
for the provision of services under the service agreements described above
approximate $235,000 for the six months ended December 31, 2001. The amounts
allocated by the PwC Network to PwC Consulting for certain other services and
activities described above approximate $110,000. The implementation of the new
arrangements of allocating costs for services provided by the PwC Network to PwC

                                       F-8
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

Consulting increased income before partner distributions and benefits by $27,000
for the six month period ended December 31, 2001.

     Under the prior method of allocating costs for services provided by the PwC
Network to PwC Consulting, the total allocation to PwC Consulting would
approximate $372,000.

5.  EMPLOYEE BENEFIT PLANS

  DEFINED BENEFIT RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

     The cost allocated to PwC Consulting for defined benefit plans included
within cost of services is approximately $19,000 and $17,000 for the six months
ended December 31, 2000 and 2001, respectively.

     For the six months ended December 31, 2000 and 2001, PwC Consulting
recognized approximately $5,000 and $7,000, respectively, of expense related to
postretirement benefits.

  DEFINED CONTRIBUTION PLANS

     The costs allocated to PwC Consulting for defined contribution plans
included in compensation are approximately $20,800 and $21,800 for the six
months ended December 31, 2000 and 2001, respectively.

                                       F-9
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To PwCC Limited, its Board of
Directors and the Partners of
PricewaterhouseCoopers International Limited
and its member firms
c/o PricewaterhouseCoopers LLP
New York, NY

     We have audited the accompanying combined balance sheets of PwC Consulting,
the management consulting and technology services businesses of the firms that
comprise the PricewaterhouseCoopers network of firms around the world (the "PwC
Network") that are under common management, as of June 30, 2000 and 2001, and
the related combined income statements before partner distributions and
benefits, cash flows and changes in the PwC Network investment and comprehensive
income for the three years in the period ended June 30, 2001. These financial
statements are the responsibility of PwC Consulting's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such combined financial statements present fairly, in all
material respects, the combined financial position of PwC Consulting as of June
30, 2000 and 2001, and the combined results of its operations before partner
distributions and benefits and its combined cash flows for the three years in
the period ended June 30, 2001 in conformity with accounting principles
generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
May 1, 2002

                                       F-10
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                            COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                       JUNE 30,
                                                              --------------------------
                                                                 2000            2001
                                                              ----------      ----------
<S>                                                           <C>             <C>
                                 ASSETS
Current assets
  Cash and cash equivalents.................................  $   74,352      $  110,204
  Short-term investments....................................      44,174           3,151
  Accounts receivable (net of allowances of $44,781 and
     $84,262 at June 30, 2000 and 2001, respectively).......   1,337,636       1,264,946
  Unbilled receivables......................................     252,068         154,001
  Amounts due from the PwC Network..........................      25,286          12,446
  Prepaid and other current assets..........................      97,460          90,225
                                                              ----------      ----------
     Total current assets...................................   1,830,976       1,634,973
                                                              ----------      ----------
Investments.................................................      10,809           9,360
Property and equipment, net.................................      99,097         137,619
Goodwill, net...............................................     214,584         151,063
Other non-current assets....................................      43,558          55,484
                                                              ----------      ----------
     Total non-current assets...............................     368,048         353,526
                                                              ----------      ----------
     Total assets...........................................  $2,199,024      $1,988,499
                                                              ==========      ==========
                 LIABILITIES AND PWC NETWORK INVESTMENT
Current liabilities
  Accounts payable and accrued liabilities..................  $  153,166      $  161,611
  Accrued payroll and related benefits......................      87,207         103,365
  Short-term bank borrowings................................      74,819          29,223
  Current portion of long-term debt.........................      11,814           6,506
  Amounts due to the PwC Network............................   1,085,443       1,019,051
                                                              ----------      ----------
     Total current liabilities..............................   1,412,449       1,319,756
                                                              ----------      ----------
Long-term liabilities
  Long-term debt............................................      41,088          49,888
  Other long-term liabilities...............................     178,269         115,821
                                                              ----------      ----------
     Total long-term liabilities............................     219,357         165,709
Commitments and contingencies
PwC Network investment......................................     567,218         503,034
                                                              ----------      ----------
     Total liabilities and the PwC Network investment.......  $2,199,024      $1,988,499
                                                              ==========      ==========
</Table>

The accompanying notes are an integral part of these financial statements.
                                       F-11
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                           COMBINED INCOME STATEMENTS
                   BEFORE PARTNER DISTRIBUTIONS AND BENEFITS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                  YEAR ENDED JUNE 30,
                                                         --------------------------------------
                                                            1999          2000          2001
                                                         ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>
Revenues...............................................  $6,230,609    $7,130,959    $7,481,003
Cost of services*......................................   2,964,870     3,501,153     3,825,639
Reimbursables and subcontractor costs..................   1,212,798     1,341,290     1,516,429
                                                         ----------    ----------    ----------
     Total cost of services*...........................   4,177,668     4,842,443     5,342,068
Selling, general and administrative expenses*..........   1,408,261     1,595,085     1,586,126
Goodwill amortization..................................      46,946        54,911        57,007
                                                         ----------    ----------    ----------
Operating income*......................................     597,734       638,520       495,802
Interest income........................................       2,816         1,918         2,553
Interest expense.......................................     (34,816)      (47,918)      (58,553)
Other income (expense).................................          --        11,619       (15,618)
                                                         ----------    ----------    ----------
Income before partner distributions and benefits*......  $  565,734    $  604,139    $  424,184
                                                         ==========    ==========    ==========
</Table>

------------
* Excludes payments for partner distributions and benefits.

The accompanying notes are an integral part of these financial statements.
                                       F-12
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                       COMBINED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     YEAR ENDED JUNE 30,
                                                              ---------------------------------
                                                                1999        2000        2001
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
Cash flows from operating activities:
  Income before partner distributions and benefits..........  $ 565,734   $ 604,139   $ 424,184
  Adjustments to reconcile to net cash provided by operating
    activities:
    Depreciation and amortization...........................     87,384      96,421     121,652
    Net realized (gain)/loss on disposal of investments.....         --     (11,619)     15,618
    Loss on disposal of property and equipment..............     24,879       7,337       8,908
    Allowance for bad debts.................................     56,803      25,216      94,419
    Noncash revenues........................................       (282)     (6,486)       (250)
  Changes in assets and liabilities:
    Accounts receivable.....................................   (257,246)   (255,706)    (46,235)
    Unbilled receivables....................................   (178,472)     78,273     101,662
    Amounts due from the PwC Network........................    (11,211)     11,775      12,223
    Prepaid and other current assets........................     (7,017)    (53,323)      7,231
    Other assets............................................       (577)     (7,651)    (11,734)
    Accounts payable and accrued liabilities................     62,078      23,931       8,541
    Accrued payroll and related benefits....................     20,600      19,707      16,158
    Amounts due to the PwC Network..........................      3,320      50,795      28,176
                                                              ---------   ---------   ---------
      Net cash provided by operating activities.............    365,993     582,809     780,553
                                                              ---------   ---------   ---------
Cash flows from investing activities:
  Purchase of business, net of cash acquired................    (45,372)    (23,530)     (2,800)
  Purchase of property and equipment........................    (51,002)    (77,227)   (116,584)
  Proceeds from sale of property and equipment..............         59      15,336         879
  Purchases of investments..................................         --      (4,042)     (5,395)
  Proceeds from sale of investments.........................         --          --       3,863
  Purchase of available for sale securities.................         --     (12,960)     (5,155)
  Proceeds from sale of available for sale securities.......         --          --      23,724
                                                              ---------   ---------   ---------
      Net cash used in investing activities.................    (96,315)   (102,423)   (101,468)
                                                              ---------   ---------   ---------
Cash flows from financing activities:
  Amounts due to the PwC Network............................     90,150     141,549     (92,871)
  Proceeds from line of credit and issuance of short-term
    bank borrowings.........................................     21,377      44,707      56,181
  Payments on line of credit and short-term bank
    borrowings..............................................     (5,498)    (12,109)   (101,077)
  Other long-term liabilities...............................    114,160       2,474     (62,448)
  Proceeds from issuance of long-term debt..................      5,365      49,502      10,967
  Payments on long-term debt................................     (1,095)     (2,854)     (8,175)
  Activity in PwC Network investment, net...................   (485,670)   (669,444)   (451,844)
                                                              ---------   ---------   ---------
      Net cash used in financing activities.................   (261,211)   (446,175)   (649,267)
                                                              ---------   ---------   ---------
Effect of foreign exchange rate changes on cash and cash
  equivalents...............................................       (988)        805       6,034
                                                              ---------   ---------   ---------
Net increase in cash and cash equivalents...................      7,479      35,016      35,852
Cash and cash equivalents, beginning of period..............     31,857      39,336      74,352
                                                              ---------   ---------   ---------
Cash and cash equivalents, end of period....................     39,336      74,352     110,204
                                                              =========   =========   =========
Supplementary cash flow information:
  Interest paid on PwC Consulting specific debt.............  $   2,235   $   4,434   $  14,285
                                                              =========   =========   =========
</Table>

The accompanying notes are an integral part of these financial statements.
                                       F-13
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

        COMBINED STATEMENTS OF CHANGES IN THE PWC NETWORK INVESTMENT AND
                              COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                               ACCUMULATED
                                                   THE            OTHER           TOTAL
                                               PWC NETWORK    COMPREHENSIVE    PWC NETWORK
                                               INVESTMENT     INCOME/(LOSS)    INVESTMENT
                                               -----------    -------------    -----------
<S>                                            <C>            <C>              <C>
Balances as of June 30, 1998.................   $ 490,684       $     --        $ 490,684
Components of comprehensive income:
  Income before partner distributions and
     benefits................................     565,734                         565,734
  Foreign currency translation adjustment....          --           (988)            (988)
                                                                                ---------
     Total comprehensive income..............          --             --          564,746
Activity in the PwC Network investment,
  net........................................    (486,786)            --         (486,786)
                                                ---------       --------        ---------
Balances at June 30, 1999....................     569,632           (988)         568,644
Components of comprehensive income:
  Income before partner distributions and
     benefits................................     604,139             --          604,139
  Foreign currency translation adjustment....          --            805              805
  Unrealized gain on available for sale
     securities..............................          --         10,629           10,629
                                                                                ---------
     Total comprehensive income..............          --             --          615,573
Activity in PwC Network investment, net......    (616,999)            --         (616,999)
                                                ---------       --------        ---------
Balance at June 30, 2000.....................     556,772         10,446          567,218
Components of comprehensive income:
  Income before partner distributions and
     benefits................................     424,184             --          424,184
  Foreign currency translation adjustment....          --          6,034            6,034
  Unrealized loss on available for sale
     securities..............................          --        (10,067)         (10,067)
                                                                                ---------
     Total comprehensive income..............          --             --          420,151
Activity in PwC Network investment, net......    (484,335)            --         (484,335)
                                                ---------       --------        ---------
Balances at June 30, 2001....................   $ 496,621       $  6,413        $ 503,034
                                                =========       ========        =========
</Table>

The accompanying notes are an integral part of these financial statements.
                                       F-14
<PAGE>

                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                   NOTES TO THE COMBINED FINANCIAL STATEMENTS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

1.  NATURE OF OPERATIONS

     PwC Consulting refers to the management consulting and technology services
businesses of the firms that comprise the PricewaterhouseCoopers network of
firms around the world (the "PwC Network") that are under common management.
PwC's Consulting's management consulting and technology services include
strategic change, customer relationship management, financial management, human
capital, supply chain and operations, information technology and application
management and business process management services. PwC Consulting provides
management consulting and technology services, including business process
management services, to businesses, governments and other organizations. The PwC
Consulting business is comprised of the various PwC Consulting businesses of
each of the respective PwC Network firms, as more fully described below. PwC
Consulting has businesses around the world with the most significant operations
in the United States, United Kingdom and Germany.

     As a business unit of the PwC Network, the majority of the individual PwC
Consulting businesses (in terms of revenues, expenses and assets) are conducted
as separate businesses within the respective PwC firms, with such businesses
having no separate legal status. Certain individual PwC Consulting businesses in
various countries operate through separate legal entities. Accordingly, the
assets associated with PwC Consulting that are presented in the accompanying
combined balance sheets are by and large legally subject to all the obligations
of the respective firms in the PwC Network, not solely to the liabilities
appearing in the accompanying combined balance sheets.

2.  BASIS OF PRESENTATION

     The combined financial statements of PwC Consulting are prepared in
accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP"). The combined financial statements include the financial
position, results of operations and cash flows of all firms in the PwC Network
which have management consulting and technology services businesses that are
under common management oversight. All material inter-firm balances and
transactions have been eliminated.

     These combined financial statements have been derived from the books and
records of the PwC Network. Accordingly, assumptions and allocations have been
made which are estimates. See Note 4 for a discussion of allocated costs and the
PwC Network's investment. Management believes that the assumptions and
allocations underlying these financial statements are reasonable. Additionally,
all of the PwC Network firms are either a partnership where earnings are
allocable to its partners and principals or a corporation operated in a manner
similar to that of a partnership. Also, partnership distributions are not
executive compensation in the customary sense of that term because partnership
distributions are comprised of distributions of current earnings. As a result,
it is not practical to differentiate the ownership components of distributions
to partners and shareholders from the compensation components of such
distributions. As a result, the combined financial statements presented do not
reflect the assets and liabilities or income before partner distributions and
benefits had PwC Consulting operated as a separate public company.

     THE MERGER OF COOPERS & LYBRAND AND PRICE WATERHOUSE GLOBAL NETWORKS

     Effective July 1, 1998, substantially all of the various professional
services firms comprising the global networks of Coopers & Lybrand and Price
Waterhouse combined on a country-by-country or regional basis and established a
new global network of combined firms that comprise PwC. The PwC Network adopted
a coordinated strategy, branding and standard of operations on a global basis
under a common global management team.

                                       F-15
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     These combinations of partners' book capital interests have been accounted
for as a combination at predecessor basis as of the date of combination.
Individual firms representing over 80% of PwC Consulting revenues were in the
form of partnerships prior to and following the combinations. In the
combinations of these partnerships neither predecessor partner group received a
partnership interest that represents a fair value residual equity interest in
the combined partnerships. Partners rights are limited to the amount of their
book capital contributed and any allocated but undistributed profits. These
partners continued to maintain their same book capital account in the combined
partnership and agreed to share profits in the combined firm on the same basis
as prior to the combination.

     The remaining firms were primarily in the form of corporations and the
combinations were deemed to be an acquisition of one firm by the other as
purchases under the Accounting Principles Board's (APB) Opinion 16, "Business
Combinations." The determination of the accounting acquirer in each country was
determined based on the number of partners in the respective firms and the
relative sizes of the firms. The purchase price for such transactions was based
on the estimated fair value of the deemed acquired entity based on values
established in comparable transactions. Additionally, in one country, the firms
agreed to join the PwC Network without a legal combination in their respective
country. These firms, while not material, are included at their historical basis
of accounting.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include demand deposits and highly liquid
investments with an original maturity of three months or less including time
deposits of $27,122 and $41,430 at June 30, 2000 and 2001, respectively. The
amounts reflected in these financial statements only reflect cash and cash
equivalents that are in accounts dedicated to PwC Consulting. Cash transactions
within most countries or regions, however, are managed on a centralized basis in
that country or region and settled through "Amounts due to the PwC Network" or
"Amounts due from the PwC Network". Accordingly, these financial statements do
not include cash balances for PwC Consulting in those countries or regions in
which PwC Consulting does not have a separate cash management function.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     With the exception of marketable securities, all financial instruments,
principally accounts receivable, unbilled receivables, accounts payable and
debt, are stated at historical cost, which approximates fair value due generally
to either their short-term nature or the variable-rate interest terms of these
instruments. Marketable securities are recorded at fair value.

     PROPERTY AND EQUIPMENT, NET

     Property and equipment directly utilized by PwC Consulting (other than
facilities costs) are stated at historical cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from three to ten years. Leasehold
improvements are amortized on a straight-line basis over the remaining useful
life of the property or the remaining term of the lease if shorter. The cost and
accumulated depreciation for property and equipment sold, retired, or otherwise
disposed of are relieved from the accounts, and resulting gains or losses are
reflected in income.

     The PwC Network allocates to PwC Consulting its applicable portion of
facilities costs incurred by the PwC Network. See Note 4 for a discussion of
allocated costs.

                                       F-16
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     CAPITALIZED SOFTWARE COSTS

     PwC Consulting capitalizes certain internal use computer software costs,
after technological feasibility has been established, which are amortized using
the straight-line method over the economic useful lives of the related software,
not to exceed 5 years. The combined balance sheets include in property and
equipment, net capitalized computer software costs of $40,239 and $45,768 and
the corresponding accumulated amortization of $8,477 and $18,485, as of June 30,
2000 and 2001, respectively. Amortization expense totals $1,864, $4,925 and
$11,269 for the years ended June 30, 1999, 2000 and 2001, respectively.

    GOODWILL AND IMPAIRMENT OF LONG-LIVED ASSETS

     The cost of acquired companies in excess of the fair value of net assets
acquired at acquisition date is recorded as goodwill and amortized on a straight
line basis over its estimated useful life, ranging from five to ten years. For
the business combinations between C&L and PW firms accounted for as a purchase,
the excess of purchase price over the fair value of the net assets acquired was
approximately $150,000 and was recorded as goodwill at the date of such
transactions. See Note 2 for a discussion of the business combinations between
Coopers & Lybrand and Price Waterhouse networks. The merger in one additional
country was consummated as of January 1, 2000, which resulted in merger-related
goodwill of approximately $52,000. These amounts are being amortized on a
straight-line basis over five years. The pro forma effect on income before
partner distributions and benefits, assuming the combination of all Coopers &
Lybrand and Price Waterhouse firms had occurred as of July 1, 1999 would
increase amortization expense by approximately $10,000 and $5,000 for the years
ended June 30, 1999 and 2000, respectively.

     Management assesses the impairment of goodwill and long-lived assets
whenever events or significant changes in circumstances indicate that the
carrying value may not be recoverable. Factors that management considers
important that would cause an impairment review to be performed include
significant underperformance relative to historical results or to forecasted
operating results and significant negative industry or economic trends. If
management determines that the carrying value of goodwill or long-lived assets
may be potentially impaired based on the existence of one or more of the
previously mentioned factors, the asset is reviewed for recoverability by
comparing the carrying amount of the asset to the estimated undiscounted future
cash flows expected to be generated by the asset. If the undiscounted cash flows
are not sufficient to fully recover the value of the asset, management
recognizes an impairment loss to the extent that the carrying value exceeds the
fair value. Fair value is based on discounted estimated future cash flows.

     INVESTMENTS

     PwC Consulting investments comprise primarily public corporate equity
securities attributable to PwC Consulting operations. At June 30, 2000 and 2001,
all of PwC Consulting's marketable securities are classified as available for
sale and included in short-term investments in the accompanying combined balance
sheets. Declines in fair value of individual securities below their cost that
are other than temporary result in write-downs in the combined income statement
before partner distributions and benefits of the individual securities to their
fair value. Unrealized gains and losses on these investments are included within
other comprehensive income in the accompanying combined statements of changes in
PwC Network investment and comprehensive income. The cost of securities sold is
determined on an average cost basis.

     PwC Consulting also has certain other minority investments in nonpublicly
traded companies. These investments are included in non-current investments in
the accompanying combined balance sheets and are carried at cost as PwC
Consulting does not exercise significant influence over the management of these
companies. PwC Consulting monitors these investments for declines in value and
when those declines are considered to be other than temporary, the carrying
value is reduced through a charge to income. There were
                                       F-17
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

no impairment losses on investments for the years ended June 30, 1999 and 2000.
During the year ended June 30, 2001, $4,403 is recorded as a loss in the
combined income statement before partner distributions and benefits as a result
of impairments to reduce the carrying value of investments to PwC Consulting's
estimate of fair value.

     PROVISION FOR TAXES

     Income tax provisions are generally not required in these financial
statements as the firms in the PwC Consulting Network are primarily in
partnership form and the tax effects accrue directly to its partners. For those
limited firms whose income tax is payable, the expenses associated with those
taxes is reflected in selling, general and administrative costs.

     REVENUE RECOGNITION

     Revenues include all amounts billable to clients. Revenues are principally
recognized as services are provided by partners and employees of PwC Consulting
and subcontractors working under the authority of PwC Consulting. Revenues are
recognized in the period in which services are rendered. Reimbursements,
including those relating to travel and other out-of-pocket expenses, as well as
subcontractor fees and expenses are also included in revenues. The impact of
revisions to engagement revenues recognized to date from changes in expected
revenue is recorded in the period in which these changes become known.

     Losses on contracts are recognized during the period in which the loss
first becomes probable and reasonably estimable. Contract losses are determined
to be the amount by which the estimated service costs of the contract exceed the
estimated total revenues that will be generated by the contract.

     Unbilled receivables represent revenues for services rendered and expenses
incurred that have not yet been billed.

     PwC Consulting also derives revenues from engagements with incentive-based
contracts and other contracts that condition fees on the ability to delivery
certain defined goals. Revenues from such engagements are insignificant and are
not recognized until a defined goal or milestone is met. Revenues from computer
hardware and software resales, software licenses and related maintenance fees
are not significant.

     COST OF SERVICES

     Cost of services includes employee compensation and related benefits for
client service staff, the costs of their recruitment and continuing training,
and an allocation of information technology costs attributable to these staff.

     SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative costs include general and
administrative costs incurred by the PwC Network and allocated to PwC Consulting
and costs incurred directly by the various countries or regions within PwC
Consulting. Selling, general and administrative costs include compensation and
benefits for non-client service and practice support personnel; infrastructure
expenses including: rent, depreciation and amortization; legal and professional
insurance costs; new business development activities; information technology not
attributable to client service staff; marketing, advertising and other firmwide
costs.

                                       F-18
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     ADVERTISING COSTS

     Advertising costs incurred are expensed in the period in which the
advertising takes place. Total advertising expenses are $33,079, $10,585 and
$22,123 for the years ended June 30, 1999, 2000 and 2001, respectively.

     ALLOCATED COSTS AND PARTNER DISTRIBUTIONS

     The PwC Network provides various services and infrastructure to member
firms in a country or region and on a global basis. The costs of these services
are allocated to PwC Consulting on bases PwC Consulting management believes to
be reasonable. See Note 4 for a discussion of allocated costs. Additionally, all
of the PwC firms are either a partnership where earnings are allocable to its
partners and principals or a corporation operated in a manner similar to that of
a partnership. Also, partnership distributions are not executive compensation in
the customary sense of that term because partnership distributions are comprised
of distributions of current earnings. As a result, it is not practical to
differentiate the ownership components of distributions to partners and
shareholders from the compensation components of such distributions.
Accordingly, distributions and benefits for services rendered by partners and
shareholders have not been reflected in the combined income statements before
partner distributions and benefits.

     EARNINGS PER SHARE

     PwC Consulting operates as a series of partnerships and corporations. There
is no single capital structure upon which to calculate earnings per share
information. Accordingly, earnings per share information is not presented.

     FOREIGN CURRENCY TRANSLATION

     Assets and liabilities of operations whose functional currency is other
than the United States dollar are translated at year-end exchange rates.
Revenues and expenses of those operations are translated using average exchange
rates during the period. Foreign currency translation adjustments are
accumulated as a separate component of other comprehensive income.

     CREDIT RISK

     PwC Consulting provides professional services to a diversified client base
throughout the world. PwC Consulting performs ongoing credit evaluations of its
clients and generally does not require collateral. Accounts receivables are
reviewed on a periodic basis and an allowance for bad debts is recorded where
such amounts are determined to be uncollectible. Due to the large number of
client accounts and the diversified client base, across many industries and
countries, management does not believe that a significant concentration of
credit risk loss exists.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities or the disclosure of contingent assets and
liabilities at the date of these combined financial statements and reported
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

                                       F-19
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     ACCOUNTING DEVELOPMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities" and was adopted by PwC Consulting
on July 1, 2000. This statement requires that an entity recognize all
derivatives as either assets or liabilities and measure those instruments at
fair value. The accounting for changes in the fair value of a derivative
instrument depends on its intended use and the resulting designation. The
adoption of this statement did not have a material impact on these combined
financial statements as PwC Consulting does not have any material derivative
instruments.

     In June 2001, the FASB approved Statements of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"), and No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"), which are effective July 1, 2001 and
July 1, 2002, respectively, for PwC Consulting. SFAS 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Under SFAS 142, amortization of goodwill will cease. In
lieu of amortization, PwC Consulting will be required to perform an initial
impairment review of goodwill as of July 1, 2002 and an annual impairment review
thereafter. PwC Consulting is in the process of studying the effects of the
application of SFAS 142 and cannot predict at this time whether or not a
material impairment charge will be recorded. Goodwill amortization was $46,946,
$54,911 and $57,007 for the years ended June 30, 1999, 2000 and 2001,
respectively.

     In August 2001, the FASB issued Statement of Financial Accounting Standard
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations for a Disposal of a Segment of a Business." SFAS 144
is effective for PwC Consulting beginning July 1, 2002. PwC Consulting does not
expect that the adoption will have a significant impact on its combined
financial position and results of operations.

4.  TRANSACTIONS WITH THE PWC NETWORK

     In the normal course of business, PwC Consulting enters into engagements
with other PwC Network business units. Related party revenues include the
billing for professional services provided by PwC Consulting to other PwC
Network business units. The cost of the PwC Consulting services may ultimately
be charged to a third party client or may be to support an internal
infrastructure project. In addition, PwC Consulting may use the professional
services of other PwC Network business units.

     For the years ended June 30, 1999, 2000 and 2001, revenues includes
approximately $160,100, $328,600 and $240,500, respectively, related to
professional services provided to other PwC Network business units.
Additionally, cost of services includes $177,800, $173,100 and $177,500,
respectively, related to professional services received from other PwC Network
business units. These related party transactions are settled within the "PwC
Network investment."

     SETTLEMENT OF INTERNAL COSTS AND EXPENSES WITHIN THE PWC NETWORK

     The PwC Network provides various services and infrastructure to member
firms in a country or region and on a global basis to PwC Consulting including
occupancy, technology services, finance and planning, human resources, marketing
and business development, risk management and practice protection, firm-wide
management, and new product development. These service and infrastructure costs
are paid or settled within the PwC Network using cash provided by the operations
of PwC Consulting. Accordingly, these costs are

                                       F-20
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

credited directly to the "PwC Network investment" account, on the basis that
cash generated by PwC Consulting is available to the PwC Network for the
settlement of commonly incurred liabilities, acquisitions of common assets and
distributions to PwC Network partners. The methods of allocating these
centralized costs to PwC Consulting include relative revenues, headcount, square
footage or other bases. Total allocated costs approximate $815,000, $1,044,000
and $876,000 for the years ended June 30, 1999, 2000 and 2001, respectively, and
are included in the accompanying combined income statements before partner
distributions and benefits as follows: cost of services $131,000, $163,000 and
$138,000, selling, general and administrative expenses of $652,000, $835,000 and
$682,000 and net interest expense of $32,000, $46,000 and $56,000, respectively,
for the years ended June 30, 1999, 2000 and 2001.

     Cash receipts which PwC Consulting generates are collected by the PwC
Network in the majority of countries or regions. Such cash is generally managed
via common cash pools in each country or region for all lines of service within
the PwC Network. Cash generated by PwC Consulting that is managed by the PwC
Network has not been reflected in these combined financial statements.

     SETTLEMENT OF COSTS AND EXPENSES WITH EMPLOYEES AND ALLOCATED DEBT

     PwC Consulting funds its operations from internally generated cash flows,
funds provided by other businesses of the firms in the PwC Network and bank
borrowings, loans, or other debt, including bank borrowings, loans, or other
debt of the PwC Network. In most countries or regions, a firm in the PwC Network
incurs and settles accounts payable on a centralized basis and allocates a
portion of its short-term and long-term funding to support the operations of PwC
Consulting. As a result, certain accounts payable and accrued liabilities are
allocated based on the ratio of PwC Consulting non-employee expenses to total
non-employee expenses for these PwC Network firms. Short-term and long-term debt
are allocated to PwC Consulting based on the ratio of PwC Consulting accounts
receivable and unbilled receivables relative to total accounts receivable and
unbilled receivables for these PwC Network firms. Balances are assessed or
credited interest on a monthly basis rate, depending on their position. These
allocated amounts and their corresponding interest have been included in
"Amounts due to the PwC Network" in the accompanying combined balance sheets and
are comprised of:

<Table>
<Caption>
                                                                      JUNE 30,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
<S>                                                           <C>           <C>
Accounts payable and accrued liabilities....................  $  321,441    $  290,503
Accrued payroll and related benefits........................     250,544       307,961
Debt........................................................     513,458       420,587
                                                              ----------    ----------
     Amounts due to the PwC Network.........................  $1,085,443    $1,019,051
                                                              ==========    ==========
</Table>

5.  INVESTMENTS

     The following is a summary of securities available for sale:

<Table>
<Caption>
                                                   UNREALIZED    UNREALIZED     FAIR
                                         COST        GAINS         LOSSES       VALUE
                                        -------    ----------    ----------    -------
<S>                                     <C>        <C>           <C>           <C>
June 30, 2000.........................  $33,545     $11,260        $(631)      $44,174
June 30, 2001.........................  $ 2,589     $   705        $(143)      $ 3,151
</Table>

     Investments held as available for sale are recorded within short-term
investments. There were no realized gains or losses in fiscal 1999. In fiscal
year 2000, PwC Consulting recorded gross realized gains of $11,619 and

                                       F-21
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

no losses. For the year ended June 30, 2001, gross realized gains of $10,629 and
gross realized losses of $23,016 on the disposal of investments are recorded in
the income statement before partner distributions and benefits as other expense.

     PwC Consulting also has certain other minority investments in non-publicly
traded companies. These non-marketable securities are carried at cost and
recorded as non-current investments in the combined balance sheets. For the year
ended June 30, 2001, gross realized gains of $1,359 and gross realized losses of
$4,591 on disposal and impairment of investments are recorded in the combined
income statement before partner distributions and benefits as other expense.

6.  PROPERTY AND EQUIPMENT, NET

     Property and equipment, net of accumulated depreciation, consists of the
following:

<Table>
<Caption>
                                                                    JUNE 30,
                                                              ---------------------
                                                                2000        2001
                                                              --------    ---------
<S>                                                           <C>         <C>
Equipment...................................................  $156,648    $ 189,287
Furniture...................................................    21,613       36,095
Property and leasehold improvements.........................    22,161       45,568
Less accumulated depreciation...............................  (101,325)    (133,331)
                                                              --------    ---------
     Property and equipment, net............................  $ 99,097    $ 137,619
                                                              ========    =========
</Table>

     Depreciation expense was $40,438, $41,510 and $64,645 for the years ended
June 30, 1999, 2000 and 2001, respectively.

7.  GOODWILL, NET

     Goodwill, net of accumulated amortization, consists of the following:

<Table>
<Caption>
                                                                     JUNE 30,
                                                              ----------------------
                                                                2000         2001
                                                              ---------    ---------
<S>                                                           <C>          <C>
Goodwill....................................................  $ 333,695    $ 328,487
Less accumulated amortization...............................   (119,111)    (177,424)
                                                              ---------    ---------
     Goodwill, net..........................................  $ 214,584    $ 151,063
                                                              =========    =========
</Table>

8.  ACCRUED PAYROLL AND RELATED BENEFITS

     Accrued payroll and related benefits consists of the following:

<Table>
<Caption>
                                                                   JUNE 30,
                                                              -------------------
                                                               2000        2001
                                                              -------    --------
<S>                                                           <C>        <C>
Accrued payroll and other employee benefits.................  $18,318    $ 19,612
Accrued bonuses.............................................   48,835      59,809
Accrued vacation............................................   20,054      23,944
                                                              -------    --------
     Total accrued payroll and related benefits.............  $87,207    $103,365
                                                              =======    ========
</Table>

                                       F-22
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     PwC Consulting has various performance driven bonus plans whereby employees
are awarded cash bonuses based, generally, upon the performance of their country
or region as well as their own individual performance against predefined goals.
Bonuses are generally earned and recognized within a given fiscal year and paid
in the following fiscal year. Payroll and related benefits for partners and
shareholders have not been reflected in the combined income statements before
partner distributions and benefits.

9.  SHORT-TERM BANK BORROWINGS AND LONG-TERM DEBT

     Short-term bank borrowings and long-term debt relate to those countries in
which PwC Consulting operates in a separate legal form within the applicable
country or region, and consist of the following:

<Table>
<Caption>
                                                                   JUNE 30,
                                                              -------------------
                                                                2000       2001
                                                              --------    -------
<S>                                                           <C>         <C>
Short-term bank borrowings
  Credit line...............................................  $ 44,340    $    --
  Bank borrowings...........................................    30,026     29,223
  Other.....................................................       453         --
                                                              --------    -------
     Total short-term bank borrowings.......................  $ 74,819    $29,223
                                                              ========    =======
Long-term debt
  Bank loans................................................  $ 51,242    $53,219
  Other.....................................................     1,660      3,175
  Less current portion......................................   (11,814)    (6,506)
                                                              --------    -------
     Total long-term debt...................................  $ 41,088    $49,888
                                                              ========    =======
</Table>

     Annual maturities of long-term debt of PwC Consulting for the next five
years ending June 30 are as follows:

<Table>
<S>                                                           <C>
2002........................................................  $ 6,506
2003........................................................   11,493
2004........................................................   10,755
2005........................................................   15,402
2006........................................................   10,533
Thereafter..................................................    1,705
                                                              -------
     Total..................................................  $56,394
                                                              =======
</Table>

     At June 30, 2000, PwC Consulting had an outstanding revolving credit
agreement in Japan that provided for borrowings up to $47,000 with interest
rates determined at the time of the borrowing. Interest rates ranged from .81%
to .85% and 1.04% to 1.38% for the year ended June 30, 1999 and 2000,
respectively. The weighted average interest rate at June 30, 1999 and 2000 was
..83% and 1.09%, respectively. The available credit was $22,895 and $2,660 as of
June 30, 1999 and 2000, respectively. During 2001, this revolving credit
agreement matured and was replaced with long-term financing.

     Short-term bank borrowings consists of uncollateralized arrangements with
interest rates which ranged from 3.70% to 9.75%, 6.00% to 12.75%, and 5.00% to
23.00% for the years ended June 30, 1999, 2000 and 2001, respectively. The
weighted average interest rates as of June 30, 1999, 2000 and 2001 were 6.71%,
7.51% and 7.54%, respectively.

                                       F-23
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     Long-term bank loans consists of uncollateralized loans with interest rates
that ranged from 3.70% to 9.75% for the year ended June 30, 1999 and a weighted
average rate of 6.84%. Rates for the year ended June 30, 2000 ranged from 4.13%
to 9.75% with a weighted average rate of 5.50%. Rates for the year ended June
30, 2001 ranged from 4.97% to 13.40% with a weighted average rate of 7.17% at
June 30, 2001.

     Other debt at June 30, 2000 consists primarily of mortgage notes with
interest rates ranging from 3.50% to 4.50% and a weighted average interest rate
of 4.24%.

10.  COMMITMENTS AND CONTINGENCIES

  LITIGATION

     The PwC Network as well as PwC Consulting is involved in litigation arising
in the ordinary course of business, some of which relate to PwC Consulting
operations. Some of the actions and proceedings have been brought on behalf of
various claimants and certain of these claimants seek damages of unspecified
amounts. The firms within the PwC Network have established a series of captive
insurance companies to provide for its self-insurance needs. While the ultimate
outcome of such matters cannot be predicted with certainty, it is the opinion of
management that the resolution of such litigation will not have a material
adverse effect on the combined balance sheet, income statement before partner
distributions and benefits or cash flow.

  LEASES

     The firms within the PwC Network have obligations under long-term,
noncancelable, operating lease agreements, principally for office space and data
processing equipment, including personal computers, some of which relate to PwC
Consulting operations. Certain agreements are subject to periodic escalation
charges for increases in real estate taxes and other charges. Renewal options
are available on the majority of the office leases. Facility leases for office
space utilized exclusively by PwC Consulting represent commitments of PwC
Consulting.

     Minimum rental commitments on PwC Consulting specific facilities, net of
minimum sublease rental income, under noncancelable leases for the five
succeeding years ending June 30 and in the aggregate thereafter are set forth
below:

<Table>
<S>                                                           <C>
2002........................................................  $ 52,826
2003........................................................    38,415
2004........................................................    31,723
2005........................................................    30,138
2006........................................................    25,866
Thereafter..................................................    94,027
                                                              --------
     Total..................................................  $272,995
                                                              ========
</Table>

     Rent expense, including allocated amounts, approximates $144,200, $167,200
and $167,900 for the years ended June 30, 1999, 2000 and 2001, respectively.

11.  EMPLOYEE BENEFIT PLANS

  DEFINED BENEFIT RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

     Historically, all of the employees of the various firms in the PwC Network,
including those in PwC Consulting, participated in various benefit and
retirement plans sponsored by the firms. The costs with respect to these plans
are allocated among all of the lines of service within the PwC Network and PwC
Consulting.
                                       F-24
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

For purposes of these combined financial statements, the firms within the PwC
Network retain and therefore do not allocate the assets and liabilities relating
to these plans, except for certain plans with liabilities of approximately
$3,000 and $4,700 as of June 30, 2000 and 2001, respectively. The cost allocated
to PwC Consulting for defined benefit plans included within cost of services is
approximately $35,000, $41,000 and $38,000 for the years ended June 30, 1999,
2000 and 2001, respectively.

     Additionally, the firms within the PwC Network have unfunded postretirement
benefit plans that provide medical and life insurance for eligible retirees,
employees and dependents, as well as postemployment benefits that include
severance benefits upon involuntary separation from the PwC Network. The PwC
Network has retained these plans and therefore, for purposes of these combined
financial statements, the assets and liabilities of these plans are not
allocated to PwC Consulting, except for certain postretirement benefit plans
with current liabilities of approximately $400 and $300 and non-current
liabilities of $30,500 and $44,900 at June 30, 2000 and 2001, respectively. For
the year ended June 30, 1999, 2000 and 2001, PwC Consulting recognized
approximately $5,700, $9,100 and $13,400, respectively, of expense related to
postretirement benefits.

     DEFINED CONTRIBUTION PLANS

     The PwC Network firm in the United States sponsors savings plans (the
"Savings Plans") that are available to all United States employees who meet
certain eligibility requirements. The Savings Plans are 401(k) based plans that
allow employees to contribute up to the maximum limit established by law ($10.0,
$10.5 and $10.5 for calendar years 1999, 2000 and 2001, respectively). The PwC
Network provides matching contributions under the terms of the plans.

     Employees in the PwC Network firms outside the United States are covered by
various defined contribution plans, the majority of which are government
sponsored. These plans include both postretirement and savings plan benefits.

     The costs allocated to PwC Consulting for defined contribution plans
included in compensation was approximately $31,300, $45,000 and $41,500 for the
years ended June 30, 1999, 2000 and 2001, respectively.

12.  SEGMENT REPORTING

     Operating segments are defined as components of an enterprise for which
separate financial information is regularly available and evaluated by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. PwC Consulting's chief operating
decision making group is the PwC Consulting Global Executive Committee, which is
chaired by the PwC Consulting Chief Executive Officer.

     PwC Consulting's reportable operating segments are the following four
geographic units: the Americas, comprised of the United States, Canada and
Mexico; EMEA, comprised of Europe, the Middle East and Africa; Asia Pacific,
principally comprised of Japan, Australia and East Asia; and SOACAT, principally
comprised of Brazil, Argentina, Chile and Columbia. These geographical units are
managed separately and represent countries in which PwC Consulting serves
clients in that part of the world.

     PwC Consulting evaluates performance of its operating segments based on
"contribution to profit," a measure that excludes certain global and other costs
from operating income. In general, the accounting policies for the operating
segments are the same as those described in the summary of significant
accounting policies, except for those noted and shown in the reconciliations
below. Expenses are allocated to PwC Consulting by the PwC Network pursuant to
the policies in Note 4. There are no material inter-segment revenues.
                                       F-25
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

NET REVENUES*

<Table>
<Caption>
                                                                  YEAR ENDED JUNE 30,
                                                         --------------------------------------
                                                            1999          2000          2001
                                                         ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>
Americas...............................................  $2,758,050    $3,253,338    $3,116,301
EMEA...................................................   1,824,343     2,004,983     2,120,157
Asia Pacific...........................................     314,450       425,308       497,894
SOACAT.................................................     111,383       131,765       112,147
                                                         ----------    ----------    ----------
                                                         $5,008,226    $5,815,394    $5,846,499
                                                         ==========    ==========    ==========
</Table>

------------
* Revenues net of reimbursables and subcontractor costs.

CONTRIBUTION TO PROFIT

<Table>
<Caption>
                                                                  YEAR ENDED JUNE 30,
                                                         --------------------------------------
                                                            1999          2000          2001
                                                         ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>
Americas...............................................  $  547,236    $  773,970    $  504,821
EMEA...................................................     418,512       438,713       458,131
Asia Pacific...........................................      21,854        36,809        41,582
SOACAT.................................................      15,996        15,676        14,496
                                                         ----------    ----------    ----------
                                                         $1,003,598    $1,265,168    $1,019,030
                                                         ==========    ==========    ==========
</Table>

DEPRECIATION & AMORTIZATION

<Table>
<Caption>
                                                                   YEAR ENDED JUNE 30,
                                                              -----------------------------
                                                               1999       2000       2001
                                                              -------    -------    -------
<S>                                                           <C>        <C>        <C>
Americas....................................................  $11,778    $25,340    $29,864
EMEA........................................................   19,554     21,905     39,887
Asia Pacific................................................    6,105      8,034      9,137
SOACAT......................................................    1,249        741        613
                                                              -------    -------    -------
                                                              $38,686    $56,020    $79,501
                                                              =======    =======    =======
</Table>

INTEREST EXPENSE

<Table>
<Caption>
                                                                   YEAR ENDED JUNE 30,
                                                              -----------------------------
                                                               1999       2000       2001
                                                              -------    -------    -------
<S>                                                           <C>        <C>        <C>
Americas....................................................  $33,389    $37,265    $39,615
EMEA........................................................   32,198     37,339     38,214
Asia Pacific................................................    3,245      5,222      6,904
SOACAT......................................................       --      1,152      2,124
                                                              -------    -------    -------
                                                              $68,832    $80,978    $86,857
                                                              =======    =======    =======
</Table>

                                       F-26
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                   YEAR ENDED JUNE 30,
                                                          --------------------------------------
                                                             1999          2000          2001
                                                          ----------    ----------    ----------
<S>                                                       <C>           <C>           <C>
Segment net revenues....................................  $5,008,226    $5,815,394    $5,846,499
Global adjustments......................................     (47,219)      (50,927)       27,814
Reclassification of allowance for bad debts.............      56,804        25,202        90,261
Reimbursables and subcontractor costs...................   1,212,798     1,341,290     1,516,429
                                                          ----------    ----------    ----------
Combined revenues.......................................  $6,230,609    $7,130,959    $7,481,003
                                                          ==========    ==========    ==========
Segment contribution to profit..........................  $1,003,598    $1,265,168    $1,019,030
Global costs............................................    (331,302)     (456,565)     (382,836)
Global PwC Network allocations..........................    (128,000)     (167,000)     (182,000)
Other adjustments.......................................      53,438        (3,083)       41,608
                                                          ----------    ----------    ----------
Combined operating income...............................  $  597,734    $  638,520    $  495,802
                                                          ==========    ==========    ==========
</Table>

     Global adjustments represent internal reconciling items related to revenues
between the PwC Network and PwC Consulting which have not been allocated to the
operating segments. For internal reporting purposes, the allowance for bad debts
is included in revenues. This differs from combined revenues as the allowance
for bad debts is included in selling, general and administrative expenses.

     Global costs represent global PwC Consulting costs that have not been
allocated to the operating segments. These include global training, service and
support staff, and business development activities. Global PwC Network
allocations represent allocations which are not included in the calculation of
contribution profit reviewed by the chief operating decision making group. These
allocations include global financial management costs and global marketing
costs. Other adjustments primarily represent adjustments to conform the internal
measure of contribution to profit to U.S. GAAP.

     With respect to depreciation and amortization, the difference between the
segment totals and the combined totals relates to the amortization of goodwill
that has not been allocated to the operating segments. Goodwill allocated to the
operating segments consists of acquisitions initiated by countries or regions of
PwC Consulting. Goodwill not allocated to the operating segments consists
primarily of the goodwill associated with the merger of firms in the Coopers and
Lybrand and Price Waterhouse networks as discussed in Note 3.

     With respect to segment interest expense, the amount allocated to the
operating segments is an imputed amount. It is used to measure the operating
segment's ability to manage accounts receivable, based primarily on accounts
receivable outstanding for the operating segment. This differs from the combined
interest expense which represents the interest expense allocated to PwC
Consulting by the PwC Network based on short-term and long-term debt as
discussed in Note 4.

     PwC Consulting conducts business in two countries that individually
comprise greater than 10% of revenues and long-lived assets within the last
three years. As presented in the net revenue by segment table above, revenues
net of reimbursables and subcontractor costs for the United States were
$2,541,900, $2,993,083 and $2,895,243 and for the United Kingdom were $749,295,
$771,531 and $732,144 for the years ended June 30, 1999, 2000 and 2001
respectively. Long-lived assets, which represent property and equipment, net of
accumulated depreciation for the United States were $36,855, $41,359 and $51,616
as of June 30, 1999, 2000 and 2001, respectively. For the United Kingdom,
long-lived assets were $1,759 and $15,821 as of June 30, 2000 and 2001.
Long-lived assets were not allocated to the United Kingdom in 1999.

                                       F-27
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

13.  SUBSEQUENT EVENTS

     Effective July 1, 2001, on a country-by-country or regional basis, the PwC
Network agreed to certain arrangements relating to the provision of various
services to PwC Consulting by the PwC Network which were historically performed
on centralized basis for the benefit of all PwC Network business units. The
charges for these services are allocated according to use or consumption based
on actual direct costs, where available, plus overhead costs. These agreements
have no impact on the combined financial position, results of operations, or
cash flows of PwC Consulting for the three years ended June 30, 2001.

     On January 31, 2002, the PwC Network announced its intention to separate
PwC Consulting into a separate company called PwCC Limited (the "Company").
Firms in the PwC Network have elected to transfer their businesses to the
Company or its subsidiaries in exchange for equity of the Company or its
subsidiaries, as described below pursuant to rollup agreements. We refer to this
transfer and exchange and the related transactions as the "Separation." The
Company anticipates making an initial public offering (the "Offering") in the
summer of 2002, which will consist of a sale by some of the firms in the PwC
Network and their partners or shareholders, of all or a portion of the Company's
Class A common shares owned by these firms and will include a primary issuance
of shares by the Company.

     The Company is a Bermuda corporation formed on March 27, 2002, and
currently is owned by Codan Trust Company Limited (the "Trustee"), as trustee of
The PwCC Limited Purpose Trust, a special purpose trust that has been
established under the laws of Bermuda. The Company will have no material
activities, assets or liabilities until the completion of the Separation. In
connection with the formation of the Company, 60,000 Class A common shares, par
value U.S.$1.00 per share, were issued to the Trustee. Prior to the Separation,
the Company's memorandum of association will be amended to provide for the
issuance of Class A common shares to firms in the PwC Network and their partners
or shareholders that transfer their management consulting and technology
services businesses to the Company as well as Class X common shares and
preferred stock purchase rights. Class X common shares will have full voting
power but will have no economic rights, such as rights to dividends or
distributions by the Company. Class X common shares initially will be held by
some of the partners of PwC Consulting that become employees of the Company or
one of its subsidiaries and hold equity in a subsidiary of the Company. Class X
common shares may also be held by some of the partners or shareholders of the
PricewaterhouseCoopers firms that receive equity in a subsidiary of the Company
as part of the Separation in the event they do not fully liquidate their
holdings in the Company and its subsidiaries as a result of the Offering. The
equity in one of these subsidiaries is redeemable at the shareholder's option
for cash or, at the option of the subsidiary, for Class A common shares on a
one-for-one basis. At least one other subsidiary will issue exchangeable shares
that are exchangeable into Class A common shares on a one-for-one basis at the
election of a shareholder.

     The Company also expects to adopt a shareholder rights plan prior to the
Offering. The delivery of a Class A common share or a Class X common share also
will constitute the delivery of a preferred stock purchase right associated with
such share. These rights may have anti-takeover effects in that the existence of
the rights may defer a potential acquiror from making a takeover proposal or a
tender offer.

     Prior to the Separation, the Company or its subsidiaries will enter into a
number of agreements relating to some business processing and infrastructure
services that the PwC Network will provide to the Company after the Separation.
These agreements will take effect following the Separation for periods up to
three years. In general, the Company will be provided these services at the cost
incurred by the various firms in the PwC Network in providing these services,
which the Company believes is consistent with the bases upon which costs have
been allocated to PwC Consulting since July 1, 2001.

                                       F-28
<PAGE>
                                 PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     Under these services agreements, the firms in the PwC Network will provide
PwC Consulting the same or similar services PwC Consulting receives prior to the
Separation. The types of services the Company will continue to receive include
infrastructure, knowledge management, human resources, training, finance and
accounting, and other services, except as described below. The Company may also
receive financial reporting services from some of these firms. In general, the
Company will be able to terminate its agreements with the PwC Network on
relatively short notice, but may face termination costs in some circumstances.
Costs that have been allocated to the Company in the past that will no longer be
charged following the Separation include costs associated with firm-wide
management, risk management and practice protection, marketing and business
development, interest expense and taxes.

                                       F-29
<PAGE>

                                     [LOGO]
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the fees and expenses to be paid in
connection with the issuance and distribution for the securities being
registered hereunder. Except for the SEC registration fee, the NASD fee and the
NYSE fee, all amounts are estimates.

<Table>
<Caption>
                        DESCRIPTION                           AMOUNT
                        -----------                           -------
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $92,000
New York Stock Exchange listing fee.........................
National Association of Securities Dealers, Inc. filing
  fee.......................................................   30,500
Legal fees and expenses.....................................
Accounting fees and expenses................................
Printing and engraving fees and expenses....................
Blue Sky fees and expenses..................................
Transfer Agent fees and expenses............................
Miscellaneous expenses......................................
                                                              -------
     Total..................................................  $
                                                              =======
</Table>

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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. This 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, breach of duty 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.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

     We were incorporated under the laws of Bermuda under the name PwCC Limited
on March 27, 2002. In connection with our separation from the
PricewaterhouseCoopers network of firms, we expect to issue   of our Class A
common shares and      of our Class X common shares to our partners,      Class
A common shares to some of the firms in the PricewaterhouseCoopers network and
some of their partners and shareholders and      of our Class X common shares to
these PricewaterhouseCoopers partners and shareholder in consideration of their
transfer of assets to PwCC Limited, PwC Consulting SCA or one of our other
subsidiaries. Some of the shares issued to the PricewaterhouseCoopers firms are
expected to be transferred to our partners in connection with their withdrawal
from these firms. We also expect to issue      Class A common shares to PwC
Consulting SCA so that PwC Consulting SCA can redeem a portion of its Class I
common shares for our Class A common shares. These issuances will be exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof because such issuance did not involve any public offering of
securities.

                                       II-1
<PAGE>

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits:

     The following exhibits are filed pursuant to Item 601 of Regulation S-K.

<Table>
<Caption>
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
<C>       <S>
  1.1     Form of Underwriting Agreement
  2.1     Form of PwCC Limited Rollup Agreement**
  2.2     Form of PwC Consulting SCA Rollup Agreement**
  3.1     Memorandum of Association of PwCC Limited to be in effect as
          of the closing of this offering
  3.2     Bye-laws of PwCC Limited to be in effect as of the closing
          of this offering
  4.1     Specimen Class A common share certificate
  4.2     Form of Rights Agreement
  5.1     Opinion of Conyers Dill & Pearman re legality of the Class A
          common shares being registered
  9.1     Form of PwCC Limited Voting Agreement**
 10.1     Form of Rollup Agreements (filed as Exhibits 2.1 and 2.2
          hereto)
 10.2     [reserved]
 10.3     2002 Share Incentive Plan
 10.4     2002 Employee Share Purchase Plan
 10.5     Articles of Association of PwC Consulting SCA to be in
          effect as of the closing of this offering
 10.6     Form of Redemption and Non-Competition Agreement**
 10.7     Form of Transition Services Agreement**
 10.8     Form of Shareholders Agreement
 10.9     Form of Assignment and Assumption Agreement**
 10.10    Form of Sublease Agreement**
 10.11    Form of Master License Agreement**
 10.12    Form of Executive Employment Agreement
 10.13    Form of PwC Consulting SCA Transfer Rights Agreement**
 21.1     List of Subsidiaries of PwCC Limited
 23.1     Consent of Deloitte & Touche LLP**
 24.1     Power of Attorney (included on signature page to the
          Registration Statement)**
 99.1     List of Individual Selling Shareholders
</Table>

------------
** Filed herewith.

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC, 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 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
<PAGE>

     (c) The undersigned Registrant hereby undertakes that:

          (1) For purpose of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus 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.

                                       II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the city of New York, State of New
York, on May 1, 2002.

                                          PWCC LIMITED

                                          By:  /s/ THOMAS CHARLES O'NEILL
                                            ------------------------------------
                                                   Thomas Charles O'Neill
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald B. Hauben his or her true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, any and
all capacities, to sign any and all amendments, including post-effective
amendments, of and supplements to this registration statement, or any related
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same with all exhibits thereto and other documents in
connection therewith, with the SEC, granting unto such attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.

     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.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
<S>     <C>                                          <C>                                  <C>

            /s/ THOMAS CHARLES O'NEILL               President, Chief Executive Officer    May 1, 2002
 ------------------------------------------------    (Principal Executive Officer) and
              Thomas Charles O'Neill                              Director


                 /s/ DAVID CRAIG                     Chief Financial Officer (Principal    May 1, 2002
 ------------------------------------------------    Financial and Accounting Officer)
                   David Craig


                /s/ J. FRANK BROWN                                Director                 May 1, 2002
 ------------------------------------------------
                  J. Frank Brown


              /s/ THOMAS A. LEIPZIG                               Director                 May 1, 2002
 ------------------------------------------------
                Thomas A. Leipzig
</Table>

                                          PWCC LIMITED

                                          Authorized Representative in the
                                          United States

                                          By:     /s/ RONALD B. HAUBEN
                                            ------------------------------------
                                                      Ronald B. Hauben
                                               General Counsel and Corporate
                                                          Secretary

                                       II-4
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
<C>       <S>
  1.1     Form of Underwriting Agreement
  2.1     Form of PwCC Limited Rollup Agreement**
  2.2     Form of PwC Consulting SCA Rollup Agreement**
  3.1     Memorandum of Association of PwCC Limited to be in effect as
          of the closing of this offering
  3.2     Bye-laws of PwCC Limited to be in effect as of the closing
          of this offering
  4.1     Specimen Class A common share certificate
  4.2     Form of Rights Agreement
  5.1     Opinion of Conyers Dill & Pearman re legality of the Class A
          common shares being registered
  9.1     Form of PwCC Limited Voting Agreement**
 10.1     Form of Rollup Agreements (filed as Exhibits 2.1 and 2.2
          hereto)
 10.2     [reserved]
 10.3     2002 Share Incentive Plan
 10.4     2002 Employee Share Purchase Plan
 10.5     Articles of Association of PwC Consulting SCA to be in
          effect as of the closing of this offering
 10.6     Form of Redemption and Non-Competition Agreement**
 10.7     Form of Transition Services Agreement**
 10.8     Form of Shareholders Agreement
 10.9     Form of Assignment and Assumption Agreement**
 10.10    Form of Sublease Agreement**
 10.11    Form of Master License Agreement**
 10.12    Form of Executive Employment Agreement
 10.13    Form of PwC Consulting SCA Transfer Rights Agreement**
 21.1     List of Subsidiaries of PwCC Limited
 23.1     Consent of Deloitte & Touche LLP**
 24.1     Power of Attorney (included on signature page to the
          Registration Statement)**
 99.1     List of Individual Selling Shareholders
</Table>

------------
 ** Filed herewith.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2002

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                                  PwCC LIMITED
             (Exact name of registrant as specified in its charter)
BERMUDA                              8742
 (State or other jurisdiction of      (Primary Standard Industrial             (I.R.S. Employer
  incorporation or organization)      Classification Code Number)           Identification Number)
---------------------
                                CLARENDON HOUSE
                                2 CHURCH STREET
                            HAMILTON HM 11, BERMUDA
                                 (441) 295-5950
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                             ---------------------
                                RONALD B. HAUBEN
                                  PwCC LIMITED
                          30 SOUTH SEVENTEENTH STREET
                                   14TH FLOOR
                             PHILADELPHIA, PA 19103
                                 (215) 972-2900
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ---------------------
                                   COPIES TO:
JULIE T. SPELLMAN                    JEFFREY SMALL                   CANDACE K. BEINECKE
     CRAVATH, SWAINE & MOORE                  LUCIANA FATO                   KENNETH A. LEFKOWITZ
         WORLDWIDE PLAZA                 DAVIS POLK & WARDWELL            HUGHES HUBBARD & REED LLP
        825 EIGHTH AVENUE                 450 LEXINGTON AVENUE        ONE BATTERY PARK PLAZA, 12TH FLOOR
     NEW YORK, NEW YORK 10019           NEW YORK, NEW YORK 10017           NEW YORK, NEW YORK 10004
          (212) 474-1000                     (212) 450-4000                     (212) 837-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the effective date of this registration statement.

    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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier 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.  [ ]

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                    TITLE OF EACH CLASS                            PROPOSED MAXIMUM                  AMOUNT OF
              OF SECURITIES TO BE REGISTERED                 AGGREGATE OFFERING PRICE(1)          REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Class A common shares, par value $0.0001 per share
       (including preferred shares purchase rights(2))              $1,000,000,000                    $92,000
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933. The proposed
    maximum offering price includes amounts attributable to Class A common
    shares that the underwriters may purchase to cover over-allotments, if any.

(2) Rights initially will trade together with the Class A common shares. The
    value attributable to the rights, if any, is reflected in the market price
    of the Class A common shares.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS (Subject to Completion)
Issued        , 2002

                                           Shares

                                  PwCC Limited
                             CLASS A COMMON SHARES
                            ------------------------

WE ARE OFFERING        OF OUR CLASS A COMMON SHARES. THE SELLING SHAREHOLDERS
ARE OFFERING        OF OUR CLASS A COMMON SHARES. WE WILL NOT RECEIVE ANY
PROCEEDS FROM THE SALE OF OUR CLASS A COMMON SHARES BY THE SELLING SHAREHOLDERS.
THE SELLING SHAREHOLDERS ARE VARIOUS FIRMS IN THE PRICEWATERHOUSECOOPERS NETWORK
OF FIRMS AROUND THE WORLD AND PARTNERS AND SHAREHOLDERS OF SOME OTHER FIRMS IN
THE NETWORK. PRIOR TO THIS OFFERING, OUR BUSINESS WAS A PART OF THE BUSINESSES
OF SOME OF THE FIRMS IN THE PRICEWATERHOUSECOOPERS NETWORK. AFTER THE CLOSING OF
THIS OFFERING, OUR BUSINESS WILL NO LONGER BE A PART OF THE BUSINESSES OF THESE
FIRMS. THIS IS OUR INITIAL PUBLIC OFFERING AND NO PUBLIC MARKET EXISTS FOR OUR
SHARES. WE ANTICIPATE THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN
$     AND $     PER SHARE.

                            ------------------------

WE WILL APPLY TO HAVE OUR CLASS A COMMON SHARES APPROVED FOR LISTING ON THE NEW
YORK STOCK EXCHANGE UNDER THE SYMBOL "     ."

                            ------------------------

INVESTING IN OUR CLASS A COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 13.

                            ------------------------

                              PRICE $      A SHARE

                            ------------------------
UNDERWRITING                    PROCEEDS TO
                                                 PRICE TO    DISCOUNTS AND    PROCEEDS TO      SELLING
                                                  PUBLIC      COMMISSIONS       COMPANY      SHAREHOLDERS
                                                 --------    -------------    -----------    ------------
Per Share....................................    $           $                $              $
Total........................................    $           $                $              $
We have granted the underwriters the right to purchase up to        additional
Class A common shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver our Class A common shares
to purchasers on                , 2002.

                            ------------------------

                                 MORGAN STANLEY
          , 2002
[Artwork]
TABLE OF CONTENTS
PAGE
                                        -----
Summary...............................      1
Risk Factors..........................     13
Disclosure Regarding Forward-Looking
  Statements..........................     26
Use of Proceeds.......................     27
Dividend Policy.......................     27
Capitalization........................     28
Dilution..............................     29
Our Organizational Structure..........     30
Auditor Independence Rules, the Enron
  Situation and the Proposed SEC No-
  Action Letter.......................     33
Selected Financial Data...............     36
Unaudited Pro Forma Combined Financial
  Statements..........................     38
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................     46
PAGE
                                        -----
Business..............................     74
Management............................    109
Arrangements with the
  PricewaterhouseCoopers Network of
  Firms...............................    119
Arrangements with Our Partners........    130
Principal and Selling Shareholders....    139
Description of Share Capital..........    141
Shares Eligible for Future Sale.......    150
Material Income Tax Consequences......    153
Underwriters..........................    157
Legal Matters.........................    160
Experts...............................    160
Where You Can Find More Information...    161
Index to Financial Statements.........    F-1
------------------------

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling shareholders and we are offering to
sell, and seeking offers to buy, our Class A common shares only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our Class A common shares.

     We have not taken any action to permit a public offering of our Class A
common shares outside the United States or to permit the possession or
distribution of this prospectus outside the United States. Persons outside the
United States who come into possession of this prospectus must inform themselves
about and observe any restrictions relating to the offering of our Class A
common shares and the distribution of this prospectus outside the United States.

     Consent under the Bermuda Exchange Control Act 1972, and its related
regulations, has been obtained from the Bermuda Monetary Authority for the issue
and transfer of our Class A common shares to and between non-residents of
Bermuda for exchange control purposes provided our Class A common shares remain
listed on an appointed stock exchange, which includes the New York Stock
Exchange. Prior to this offering, this prospectus will be filed with the
Registrar of Companies in Bermuda in accordance with Bermuda law. In granting
such consent and in accepting this prospectus for filing, neither the Bermuda
Monetary Authority nor the Registrar of Companies in Bermuda accepts
responsibility for our financial soundness or the correctness of any of the
statements made or opinions expressed in this prospectus.
                            ------------------------

     UNTIL        , 2002, 25 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS
THAT BUY, SELL OR TRADE OUR CLASS A COMMON SHARES, WHETHER OR NOT PARTICIPATING
IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

     This prospectus contains trademarks, service marks and registered marks of
PwCC Limited, its subsidiaries, the PricewaterhouseCoopers network of firms and
other companies, as indicated. All rights reserved.
                                        i
SUMMARY

     The following is a summary of some of the information contained in this
prospectus. In addition to this summary, we urge you to read the entire
prospectus carefully, especially the risks of investing in our Class A common
shares discussed under "Risk Factors," our unaudited pro forma combined
financial statements and notes to these statements and the audited and unaudited
combined financial statements and notes to these statements of PwC Consulting, a
business unit of the PricewaterhouseCoopers firms, which we refer to as our
combined financial statements.

     Our business will be comprised of the management consulting and technology
services businesses to be transferred to us prior to the closing of this
offering by some of the firms in the PricewaterhouseCoopers network of firms
around the world, or by the partners or shareholders of some of these firms, as
part of our separation from the network. These businesses currently are
primarily operated as a part of PwC Consulting, a business unit of the
PricewaterhouseCoopers firms. We describe our business as if the businesses to
be transferred to us were our businesses for all historical periods described.
Our combined financial statements and notes to these statements, however,
contain historical financial results and assets and liabilities for management
consulting and technology services businesses of firms in the
PricewaterhouseCoopers network that are not being transferred to us as part of
our separation, which are not material to us. As part of our separation,
management consulting and technology services businesses representing
approximately 95% of our revenues for the fiscal year ended June 30, 2001, will
be transferred to us. Please see "Arrangements with the PricewaterhouseCoopers
Network of Firms" for a description of our separation and also see our unaudited
pro forma combined financial statements and notes to these statements for a pro
forma presentation of the financial results and assets and liabilities of our
business, which excludes the financial results and assets and liabilities of
management consulting and technology services businesses that we will not own
after our separation.

     The historical financial results and assets and liabilities of the
businesses being transferred to us as part of our separation contained in our
combined financial statements do not reflect what our financial results and
assets and liabilities in the future as a separate public company will be or
what our financial results and assets and liabilities would have been had we
been a separate public company with these businesses during the periods
presented for various reasons. For example, compensation for our partners was
not reflected in our combined income statements before partner distributions and
benefits as an expense. Please see our unaudited pro forma combined financial
statements and notes to these statements, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our combined financial
statements and notes to these statements for a more detailed discussion of these
reasons.

     We currently are exploring a new branding strategy and plan on changing our
name in late June or early July 2002. We have not yet chosen our new name.

                                        1
PwCC LIMITED

OVERVIEW

     We are one of the world's leading providers of management consulting and
technology services. We help our clients pursue and implement key strategic,
process and technology initiatives designed to enhance their growth,
profitability and competitiveness. We believe that one of our core strengths is
our ability to integrate our strategic advice with our business and technology
skills and services to help our clients achieve measurable results.

     Our clients include many of the world's largest and most successful
organizations. In fiscal year 2001, we performed services generating net
revenues in excess of $500,000 for approximately 45% of the companies in the
2001 Fortune Global 500. We define net revenues as revenues after deducting
reimbursables and subcontractor costs. Our clients also include many of the
world's largest governments and their respective agencies.

     We operate globally with a consistent approach to serving our clients,
which allows us to execute complex engagements on a global, regional and local
basis. Upon the closing of this offering, we expect to have over 32,000
employees with offices in 52 countries or territories. We provide our clients
with solutions to their challenges by building teams that combine
industry-specific knowledge in five industry groups covering 20 industry sectors
with expertise in our seven core service areas, which we refer to as our
solution areas. We principally track and manage our business according to the
four geographic regions listed below, which we refer to as theatres. Our
geographic theatres, industry groups, including industry sectors, and solution
areas are set forth below.

                              GEOGRAPHIC THEATRES
AMERICAS                       EMEA                           ASIA PACIFIC          SOACAT
-------------  -----------------------------------------  -------------------------  ---------
Canada         Austria              Nigeria               Australia                  Argentina
Mexico         Belgium              Norway                People's Republic of       Brazil
United States  Czech Republic       Pakistan              China                      Chile
               Denmark              Poland                Hong Kong                  Colombia
               Finland              Portugal              Indonesia                  Venezuela
               France               Russia                Japan
               Germany              Saudi Arabia          Korea
               Hungary              South Africa          Malaysia
               Iceland              Spain                 New Zealand
               Republic of Ireland  Sweden                Philippines
               Italy                Switzerland           Singapore
               Kenya                Turkey                Taiwan
               Latvia               Ukraine               Thailand
               Lebanon              United Arab Emirates
               Lithuania            United Kingdom
               Netherlands          Zimbabwe
2
INDUSTRY GROUPS
INFORMATION,
                            GOVERNMENT            FINANCIAL            COMMUNICATIONS          ENERGY
       PRODUCTS            AND SERVICES           SERVICES            AND ENTERTAINMENT     AND UTILITIES
-----------------------  -----------------  ---------------------  -----------------------  -------------
Pharmaceuticals          Government         Banking                Communications           Oil and Gas
Consumer Packaged Goods  Defense            Capital Markets        Entertainment and Media  Utilities
Technology               Aviation           Insurance              Hospitality and Leisure  Mining
Industrial Products      Posts and Surface  Investment Management
Automotive                 Transport
Retail
SOLUTION AREAS
DEVELOP                           DELIVER                           OPERATE
--------------------------------  --------------------------------  --------------------------------
Strategic Change                  Customer Relationship Management  Application Management and
                                  Financial Management                Business Process Management
                                  Human Capital
                                  Supply Chain and Operations
                                  Information Technology
OUR GROWTH STRATEGY

     We are committed to becoming the global service provider of choice for
clients seeking to transform their businesses to become more profitable and
competitive. To transform a business, we feel that we must help a client realize
significant and lasting change throughout its organization or within an
important functional area. To achieve our goal, we are pursuing the growth
initiatives described below.

 --   DELIVER COMPREHENSIVE SOLUTIONS TO OUR CLIENTS.  We continuously look for
      opportunities to provide our clients with comprehensive strategies and
      solutions, particularly those that help to transform businesses and
      organizations. We believe our focus on increasing, developing and
      penetrating the base of clients where we have the greatest opportunity to
      provide these services is important to our growth.

 --   PURSUE THE BENEFITS OF INDEPENDENCE.  Because of our affiliation with the
      auditing practice of the PricewaterhouseCoopers network of firms, audit
      clients of PricewaterhouseCoopers firms are increasingly limiting or
      denying us opportunities to provide our services for them. Following the
      closing of this offering, we will no longer be restricted by rules and
      regulations regarding auditor independence. Accordingly, we will seek to
      expand our services to businesses and organizations that are audited by
      PricewaterhouseCoopers firms. We also plan to implement other business
      strategies that we have been unable to pursue due to auditor
      independence-related constraints, which are described in "Auditor
      Independence Rules, the Enron Situation and the Proposed SEC No-Action
      Letter."

 --   EXPAND OUR APPLICATION MANAGEMENT AND BUSINESS PROCESS MANAGEMENT
      SERVICES.  We plan to grow our existing application management and
      business process management services, which is one of our solution areas
      described under "Business--Our Services--Solution Areas." We believe
      growing these outsourcing services is important to our strategy of
      providing comprehensive services to our clients.

                                        3
--   EXPAND OUR OTHER SERVICE OFFERINGS.  In addition to growing our
      outsourcing business, we also intend to grow other existing service
      offerings, including our systems integration services. We also plan to
      continue our investment in our solution set development program, which is
      described under "Business--Solution Sets."

 --   IMPROVE OPERATIONAL EFFICIENCY.  We plan to reduce overlapping functions
      and business processes and to outsource functions that are not critical to
      our operations. We believe that we will have significant opportunities
      over time to improve operational efficiency as a result of our transition
      from a series of legally separate firms within the PricewaterhouseCoopers
      network to a single, integrated organization.

 --   INCREASE OUR ALLIANCE AND CLIENT COLLABORATION.  We plan to continue our
      collaborative efforts with clients and expand our alliance relationships
      to develop cost-effective solutions that may be deployed to multiple
      clients.

 --   INCREASE AWARENESS OF NEW BRAND.  Prior to this offering, we plan to
      change our legal name and begin operating under a new brand name, which we
      believe will help to reinforce the public awareness of our separation from
      the PricewaterhouseCoopers network of firms and lead to additional new
      business opportunities.

 --   CONTINUE TO DEVELOP OUR CLIENT SERVICE STAFF.  Our most valuable assets
      are our client service staff and the building, renewing and sharing of
      knowledge, skills and experiences among them. We will continue to focus on
      the development of our client service staff and the implementation of a
      recruiting and training strategy designed to allow us to realize our
      growth objectives.

OUR RELATIONSHIP WITH THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS

     Until our separation from the PricewaterhouseCoopers network of firms,
which will occur immediately prior to the closing of this offering, our business
will continue to be part of the management consulting and technology services
businesses of firms in the PricewaterhouseCoopers network of firms around the
world. This network of firms is a group of separate firms that provide various
services, including accounting, auditing and tax services as well as management
consulting and technology services, to businesses and other organizations.
Although these firms share a name, a common management oversight team and common
strategies and operational standards, most of the firms in the
PricewaterhouseCoopers network are owned by their local partners or
shareholders. As part of our separation, management consulting and technology
services businesses representing approximately 95% of our revenues for the
fiscal year ended June 30, 2001, will be transferred to us pursuant to a number
of agreements that we have entered into with some of the PricewaterhouseCoopers
firms or the partners or shareholders of some of these firms, which we refer to
as rollup agreements. We refer in this prospectus to the transfers of these
businesses and the related actions as our separation or the separation
transaction. Firms in the PricewaterhouseCoopers network and their partners and
shareholders intend to fully dispose of our equity as a result of this offering.

     The rollup agreements include noncompetition arrangements, various
conditions to closing and termination rights. Under the terms of the
noncompetition arrangements, the PricewaterhouseCoopers firms generally will be
restricted from competing with us. These firms will be able, however, to offer
agreed upon types of management consulting and technology services, such as
human resources services, to any client and to offer all types of management
consulting and
                                        4
technology services to clients with less than specified levels of revenues. The
rollup agreements also provide that in the event a PricewaterhouseCoopers firm
enters into a rollup agreement with us but fails to close under the agreement
prior to the closing of this offering, we may be required, under agreed upon
circumstances, to close under the agreement at any time up to one year after the
closing of this offering.

     Prior to our separation, we also will enter into related agreements with
various PricewaterhouseCoopers firms, including agreements that govern various
transition services these firms will provide us for a period of up to three
years. These services include finance and accounting information services,
information technology and software services and the provision of office space.

     For a more detailed description of the terms of our separation and these
agreements, including the noncompetition arrangements, please see "Arrangements
with the PricewaterhouseCoopers Network of Firms."

AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION AND THE IMPACT ON OUR BUSINESS

     The primary purpose of this offering is to ensure that we will no longer be
subject to the rules and regulations governing the independence of auditors from
their clients and to eliminate any perceived conflicts of interest. Because the
PricewaterhouseCoopers network of firms performs audit services for many of our
current and prospective clients and industry vendors, we are currently
restricted from performing services for some clients and implementing some of
our growth strategies. Some audit clients also have policies against using their
audit firm to provide significant non-audit services, such as management
consulting and technology services.

     In June 2000, the Securities and Exchange Commission proposed new rules
regarding auditor independence and a rule requiring most public companies to
disclose in their annual proxy statements information such as fees related to
the non-audit services provided by their auditor during the most recent fiscal
year. Final rules based on this proposal became effective in February 2001.
Beginning in late 2000, we began experiencing an increase in the number of
clients that either limit our opportunities to bid for new engagements or
prohibit us entirely from bidding for new engagements because they are audited
by a PricewaterhouseCoopers firm. In addition, some of our existing engagements
with PricewaterhouseCoopers audit clients have been reduced in scope. These
clients have been primarily United States and foreign companies with securities
listed or traded on United States securities markets, although we are now
experiencing increased independence-related constraints outside the United
States as well.

     The recent high profile bankruptcy filing by the Enron Corporation has
increased further the attention boards of directors and the marketplace pay to
auditor independence. In the Enron situation, governmental authorities and the
media are investigating whether the management consulting fees paid to Arthur
Andersen compromised its role as Enron's independent auditor. The independence
disclosure rules and the fallout from the perceived conflicts of interest in the
Enron situation are significantly limiting our ability to compete.

     While we believe we are experiencing the adverse effects of the
independence-related issues and the Enron situation worldwide, we have been most
significantly affected in the United States.

                                        5
We believe the difficulty we are having obtaining new engagements in the United
States from audit clients of PricewaterhouseCoopers firms is evidenced by a
recent trend in our new bookings from these clients in our Americas theatre,
which is comprised principally of our United States business. Bookings is the
amount we expect to realize in net revenues over the life of an engagement for
which we have entered into a contract with our client. We estimate that our
average monthly bookings from clients that we have identified as audit clients
of PricewaterhouseCoopers firms were approximately 57% lower in the Americas
theatre in the fiscal quarter ended March 31, 2002, as compared to the six
months ended December 31, 2001. Please see "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Overview--Auditor Independence
Rules, the Enron Situation and the Impact on Our Business" for a more detailed
discussion of the calculation of this estimate. We expect the level of new
business we are awarded from PricewaterhouseCoopers audit clients worldwide will
continue to decline through at least the remainder of our fiscal year 2002, with
a possibility of reversal beginning only after we complete our separation.
Accordingly, we believe that our separation from the PricewaterhouseCoopers
network of firms as a result of this offering will provide significant growth
opportunities for our business. Our ability to capitalize on these opportunities
will depend, among other things, on the successful maintenance or, in some
cases, reestablishment of our relationships with these clients and obtaining new
engagements from these clients on a timely basis.

     Please see "Auditor Independence Rules, the Enron Situation and the
Proposed SEC No-Action Letter" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview--Auditor Independence
Rules, the Enron Situation and the Impact on Our Business" for a more detailed
discussion of the auditor independence rules, the Enron situation and the impact
on our business.

               INFORMATION ABOUT OUR CORPORATION AND OUR PARTNERS

     We were incorporated under the laws of Bermuda on March 27, 2002. We expect
to change our name in late June or early July 2002. Our principal executive
office is in Hamilton, Bermuda. Our telephone number in Bermuda is (441)
295-5950. In addition, we have major offices in the world's leading business
centers, including Atlanta, Chicago, Dallas, Frankfurt, Hong Kong, London,
Madrid, New York, Paris, Philadelphia, San Francisco, Sao Paulo, Sydney, Tokyo
and Toronto. Our Internet address is www.pwcconsulting.com. Information
contained on this site is not a part of this prospectus.

     We use the term "our partners" in this prospectus to refer to the partners
and shareholders of some of the firms in the PricewaterhouseCoopers network who
will become our senior employees upon the completion of our separation. These
employees generally will retain the title "partner" within our company following
this offering. Where the context permits, the term also refers to our employees
and others who in the future are named as "partner" in this sense. In using the
term "partner" or "partners," we do not mean to imply they are partners in the
legal sense or any intention of the parties to create a separate legal entity,
such as a partnership.

                                OUR SHAREHOLDERS

     Our partners will hold a substantial amount of our equity following the
closing of this offering. Immediately following the closing of this offering,
our partners will own approximately     % of our

                                        6
Class A common shares, including Class A common shares to be delivered in
respect of restricted share units, or     % if the underwriters exercise their
over-allotment option in full. Our public shareholders will own approximately
    % of our Class A common shares, or approximately     % if the underwriters
exercise their over-allotment option in full.

     The PricewaterhouseCoopers firms and their partners and shareholders intend
to dispose of all of their equity in us as a result of this offering. In the
event, however, these firms and their partners and shareholders continue to hold
any of our Class A common shares or equity in our subsidiaries, they will be
subject to voting and other restrictions as described under "Arrangements with
the PricewaterhouseCoopers Network of Firms--Shareholders Agreement." The
percentage of our Class A common shares that these firms and their partners and
shareholders will be permitted to hold immediately following the closing of this
offering will be equal to or less than the percentage that the SEC determines
will allow the PricewaterhouseCoopers firms to be recognized as being separate
from us. We currently expect this percentage to be less than 20% of our Class A
common shares outstanding immediately following the closing of this offering.

     For the purposes of the shareholding percentages in the prior two
paragraphs, we have treated all shares issued by our subsidiaries in connection
with our separation to PricewaterhouseCoopers firms, their partners or
shareholders and our partners as if they had been redeemed or exchanged on a
one-for-one basis for our Class A common shares.

     Please see "Our Organizational Structure," "Arrangements with the
PricewaterhouseCoopers Network of Firms," "Arrangements With Our Partners" and
"Description of Share Capital" for additional information about our corporate
structure.

                                        7
THE OFFERING

Class A common shares offered:

  By us.......................              shares

  By the selling
shareholders..................              shares

     Total....................              shares

Selling shareholders..........   The selling shareholders are various firms in
                                 the PricewaterhouseCoopers network and partners
                                 or shareholders of some other firms in the
                                 network. These firms and other sellers are
                                 listed under "Principal and Selling
                                 Shareholders."

Common shares to be
outstanding immediately after
  this offering:

  Class A.....................              Class A common shares

  Class X.....................              Class X common shares, which vote
                                 with our Class A common shares but have no
                                 economic rights.

Over-allotment option.........              Class A common shares

Shares of subsidiaries........   Immediately following the closing of this
                                 offering,            Class I common shares of
                                 PwC Consulting SCA, our principal subsidiary,
                                 and            exchangeable shares of other
                                 subsidiaries will be outstanding. Holders of
                                 PwC Consulting SCA Class I common shares, other
                                 than us, subject to some limitations, are
                                 entitled to have their shares redeemed for cash
                                 or, at PwC Consulting SCA's option, for Class A
                                 common shares on a one-for-one basis. Subject
                                 to some limitations, holders of exchangeable
                                 shares of these other subsidiaries are entitled
                                 to have their shares exchanged for Class A
                                 common shares on a one-for-one basis.

Use of proceeds...............   Our net proceeds from this offering will be
                                 approximately $     million, or approximately
                                 $        million if the underwriters exercise
                                 their over-allotment option in full, assuming
                                 an initial public offering price of $     per
                                 share, the midpoint of the range set forth on
                                 the cover page of this prospectus. We will use
                                 the net proceeds from this offering as
                                 described in "Use of Proceeds." We will not
                                 receive any proceeds from the sale of our Class
                                 A common shares by the selling shareholders.

Voting rights.................   Each Class A common share and each Class X
                                 common share will entitle its holder to one
                                 vote per share on all matters submitted to a
                                 vote of our shareholders, except for shares, if
                                 any, held by firms in the
                                 PricewaterhouseCoopers

                                        8
network whose holdings of our Class A common
                                 shares will be non-voting. All of our partners
                                 who hold Class A common shares or Class X
                                 common shares have entered into a voting
                                 agreement that requires them to vote as a group
                                 with respect to all matters voted upon by our
                                 shareholders based on the outcome of a
                                 preliminary vote among them with respect to
                                 each matter. For a discussion of the voting
                                 agreement, please see "Arrangements with Our
                                 Partners--PwCC Limited Voting Agreement."

Dividend policy...............   We currently do not anticipate that we will pay
                                 dividends on our Class A common shares. We also
                                 currently do not anticipate that PwC Consulting
                                 SCA will make distributions. Our Class X common
                                 shares will not be entitled to dividends or
                                 distributions.

Transfer restrictions.........   Class A common shares held by firms in the
                                 PricewaterhouseCoopers network, partners and
                                 shareholders of these firms and our partners
                                 are subject to the transfer restrictions and
                                 requirements described in this prospectus. All
                                 other Class A common shares are freely
                                 transferable. Class X common shares are
                                 transferable by their holders only with our
                                 consent.

Proposed New York Stock
  Exchange symbol.............

Unless otherwise indicated, all information contained in this prospectus:

 --   assumes no exercise of the underwriters' option to purchase         Class
      A common shares to cover over-allotments,

 --   does not take into account approximately           Class A common shares
      reserved for issuance under benefit plans for our partners, other
      employees and directors and

 --   does not take into account         Class A common shares issuable upon
      exercise of options to be granted to most of our employees upon the
      closing of this offering.

                                        9
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

     The following table sets forth our summary historical and pro forma
combined financial data derived from our audited combined financial statements
at June 30, 2000 and 2001 and for fiscal years ended June 30, 1999, 2000 and
2001, our unaudited combined balance sheet at December 31, 2001, our unaudited
combined income statements before partner distributions and benefits for the six
months ended December 31, 2000 and 2001, and our unaudited pro forma combined
financial statements, in each case, together with the accompanying notes to
these statements. The table also includes our net revenues, which is our
revenues after deducting reimbursables and subcontractor costs, for these
periods. Our fiscal year ends on June 30.

     Our business will be comprised of the management consulting and technology
services businesses to be transferred to us immediately prior to the closing of
this offering by some of the firms in the PricewaterhouseCoopers network of
firms, or by the partners or shareholders of some of these firms, as part of our
separation from the network. Our combined financial statements and notes to
these statements, however, contain historical financial results and assets and
liabilities for management consulting and technology services businesses of
firms in the PricewaterhouseCoopers network that are not being transferred to us
as part of our separation. Accordingly, the historical financial information set
forth below includes the financial results and assets and liabilities of
businesses that we will not own after our separation, which financial results
and assets and liabilities are not material to us. Please see "Arrangements with
the PricewaterhouseCoopers Network of Firms" for a description of our separation
and our unaudited pro forma combined financial statements and notes to these
statements for a pro forma presentation of the financial results of our
business, which excludes the financial results and assets and liabilities of
management consulting and technology services businesses that we will not own
after our separation.

     The historical financial results and assets and liabilities of the
businesses being transferred to us as part of our separation contained in our
combined financial statements do not reflect what our financial results and
assets and liabilities in the future as a separate public company will be or
what our financial results and assets and liabilities in the future as a
separate public company would have been had we been a separate public company
with these businesses during the periods presented for various reasons. For
example, compensation for our partners was not reflected in our combined income
statements before partner distributions and benefits as an expense. Please see
our unaudited pro forma combined financial statements and notes to these
statements, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our combined financial statements and notes to these
statements for a more detailed discussion of these reasons.

     The unaudited pro forma combined income statement data for the year ended
June 30, 2001, and the six months ended December 31, 2001, was prepared as if
our separation and the related transactions described below, including this
offering, had occurred as of July 1, 2000. The unaudited pro forma combined
balance sheet data was prepared as if our separation and the related
transactions had occurred as of December 31, 2001. The unaudited pro forma
combined financial statements give pro forma effect to a number of items,
including the following:

      --   our separation and the related transactions described under
           "Arrangements with the PricewaterhouseCoopers Network of Firms,"

                                        10
--   the retention by the PricewaterhouseCoopers network of firms of debt
           included in "Amounts due to the PwC Network" in the combined
           financial statements,

      --   compensation and benefits under our new compensation structure that
           we would have paid to partners had we been a corporation in the
           historical periods,

      --   provision for corporate income taxes,

      --   the exclusion of the financial results and assets and liabilities of
           the management consulting and technology services businesses of
           PricewaterhouseCoopers firms that are not being transferred to us as
           part of our separation, which are not material to us, and

      --   this offering.

     The pro forma adjustments are based upon available information and
assumptions that we believe are reasonable. Please see the notes to our
unaudited pro forma combined financial statements for a more detailed discussion
of how the adjustments described above are presented in our unaudited pro forma
combined financial statements. Our unaudited pro forma combined income
statements do not give effect to one-time events directly attributable to our
transition to a corporate structure and related transactions because of their
nonrecurring nature. This summary pro forma combined financial data is
illustrative only and does not purport to represent what our financial position
and our results of operations actually would have been had our separation and
related transactions occurred on the dates indicated or what our future
performance as a separate public company will be.

     You should read the summary historical and pro forma combined financial
data in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations," our unaudited pro forma combined financial
statements and notes to these statements and our combined financial statements
and notes to these statements.

                                        11
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA
PRO
                                                                             FORMA AS                               PRO FORMA
                                                  HISTORICAL                 ADJUSTED          HISTORICAL          AS ADJUSTED
                                     ------------------------------------   ----------   -----------------------   ------------
                                                                               YEAR            SIX MONTHS           SIX MONTHS
                                                                              ENDED               ENDED               ENDED
                                             YEAR ENDED JUNE 30,             JUNE 30,         DECEMBER 31,         DECEMBER 31,
                                     ------------------------------------   ----------   -----------------------   ------------
                                        1999         2000         2001         2001         2000       2001(3)         2001
                                     ----------   ----------   ----------   ----------   ----------   ----------   ------------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA:
Revenues...........................  $6,230,609   $7,130,959   $7,481,003   $            $3,674,597   $3,420,333    $
Cost of services(1)................   2,964,870    3,501,153    3,825,639                 1,927,120    1,749,786
Reimbursables and subcontractor
  costs............................   1,212,798    1,341,290    1,516,429                   742,901      745,307
                                     ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Total cost of services(1)......   4,177,668    4,842,443    5,342,068                 2,670,021    2,495,093
Selling, general and administrative
  expenses(1)......................   1,408,261    1,595,085    1,586,126                   797,910      669,213
Goodwill amortization..............      46,946       54,911       57,007                    28,355       28,678
                                     ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Operating income(1)............     597,734      638,520      495,802                   178,311      227,349
Interest income....................       2,816        1,918        2,553                     1,277        1,277
Interest expense...................     (34,816)     (47,918)     (58,553)                  (31,277)     (19,629)
Other income (expense).............          --       11,619      (15,618)                    1,438          (29)
                                     ----------   ----------   ----------   ----------   ----------   ----------    ----------
    Income before partner
      distributions and benefits...  $  565,734   $  604,139   $  424,184                $  149,749   $  208,968
                                     ==========   ==========   ==========                ==========   ==========
Income before income taxes.........
Provision for income tax...........
                                                                            ----------                              ----------
Income (loss) before minority
  interest.........................
Minority interest..................
                                                                            ----------                              ----------
    Net income (loss)..............                                         $                                       $
                                                                            ==========                              ==========
Earnings per share data:
Earnings per share:
  basic............................
                                                                            ==========                              ==========
  diluted..........................
                                                                            ==========                              ==========
Weighted average number shares:
  basic............................
  diluted..........................
OTHER DATA:
Net revenues(2)....................  $5,017,811   $5,789,669   $5,964,574   $            $2,931,696   $2,675,026    $
PRO FORMA
                                                                            HISTORICAL                   AS ADJUSTED
                                                             ----------------------------------------    ------------
                                                                      AS OF                 AS OF           AS OF
                                                                     JUNE 30,            DECEMBER 31,    DECEMBER 31,
                                                             ------------------------    ------------    ------------
                                                                2000          2001           2001            2001
                                                             ----------    ----------    ------------    ------------
                                                                                  (IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents..................................  $   74,352    $  110,204     $  144,552      $
Working capital............................................     418,527       315,217        200,525
Goodwill, net..............................................     214,584       151,063        131,600
Total assets...............................................   2,199,024     1,988,499      1,825,892
Amounts due to the PwC Network.............................   1,085,443     1,019,051      1,013,410
Long-term liabilities......................................     219,357       165,709        129,970
PwC Network investment.....................................     567,218       503,034        394,882
Shareholders' equity.......................................          --            --             --
------------

(1) Excludes payments for partner distributions and benefits.

(2) Net revenues are revenues after deducting reimbursables and subcontractor
    costs.

(3) As of July 1, 2001, new arrangements were established for sharing cost
    between the various lines of business in the PricewaterhouseCoopers network
    of firms. See Note 4 to our unaudited financial statements for the period
    ended December 31, 2001.

                                        12
RISK FACTORS

     You should carefully consider the following risk factors and all the other
information contained in this prospectus before investing in our Class A common
shares. The trading price of our Class A common shares could decline due to any
of these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

     OUR REVENUES HAVE BEEN DECLINING AND ARE EXPECTED TO CONTINUE TO DECLINE
THROUGH AT LEAST PART OF FISCAL YEAR 2003, AND OUR SEPARATION FROM THE
PRICEWATERHOUSECOOPERS NETWORK OF FIRMS MAY NOT PREVENT OUR REVENUES FROM
CONTINUING TO DECLINE.

     If we do not successfully maintain or, in some cases, reestablish
relationships with our clients that have limited our services or denied us
opportunities to bid for new engagements because they are audit clients of firms
in the PricewaterhouseCoopers network, our separation may not result in an
increase in revenues. Most of these audit clients are using our competitors to
perform the services that we were not allowed to perform or for which we were
not allowed to bid. Accordingly, we generally will not be able to regain these
lost engagements or gain any additional, or add-on, work relating to these lost
engagements. We cannot assure you that after the closing of this offering we
will be able to successfully obtain new engagements from these clients. The more
time that passes during which these independence-related issues continue to
constrain our business, the more that the quality of our relationships with
these clients will deteriorate. In addition, opportunities to bid for
engagements with these clients after the closing of this offering will depend on
our clients' budget cycles and involve varying lead times, depending on the
industry sector and the service area involved.

     Furthermore, some clients have informed us that they will not view us as
being separate from the PricewaterhouseCoopers network until the
PricewaterhouseCoopers firms fully liquidate their ownership in us and our
subsidiaries. Accordingly, if the PricewaterhouseCoopers firms and their
partners do not dispose of all of their equity in us and our subsidiaries, we
may continue to experience negative effects on our business from
independence-related issues even though the PricewaterhouseCoopers firms will be
recognized as separate from us for independence purposes by the Securities and
Exchange Commission after the closing of this offering pursuant to the terms of
the proposed no-action letter described in this prospectus. We cannot predict to
what extent this continuing ownership, if any, would affect us.

     Even if we are successful in maintaining or, in some cases, reestablishing
our relationships with most of these clients, we expect the decline in our
revenues caused by independence-related issues to continue through at least part
of fiscal year 2003. Because our revenues in any fiscal year are dependent in
part on bookings made during previous fiscal years, we expect to experience the
negative effects of independence-related issues on our revenues beyond fiscal
year 2003. Bookings are the amount we expect to realize in revenues after
deducting reimburseables and subcontracting costs, which we refer to as net
revenues, over the life of an engagement for which we have entered into a
contract with our client.

     In addition, while we believe that independence-related issues are a
significant reason for our declining revenues, we believe that the effects of
the global economic downturn described below have been more significant
contributing factors to these declining revenues through December 31, 2001.
Accordingly, our separation alone may not prevent our revenues from continuing
to decline. We also have described below other risks related to our business and
our separation that may cause our revenues to continue to decline. Our
profitability will decline if our revenues decline and we are unable to
adequately reduce our costs.

     Please see "Auditor Independence Rules, the Enron Situation and the
Proposed SEC No-Action Letter" for a general description of the laws, rules and
regulations regarding auditor independence and see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Overview--Auditor
Independence Rules, the Enron Situation and the Impact on Our Business" for a
more detailed description of these rules and the Enron situation and their
impact on our business, including our bookings and historical and expected
revenues.

                                        13
BECAUSE OUR FEES AND OUR ABILITY TO OBTAIN NEW ENGAGEMENTS ARE AFFECTED BY
ECONOMIC CONDITIONS, THE CURRENT ECONOMIC DOWNTURN AND FUTURE ECONOMIC DOWNTURNS
MAY CAUSE OUR REVENUES AND PROFITABILITY TO DECLINE.

     Our fees and our ability to obtain new engagements depend on the level of
business activity of our clients, which in turn is affected by economic
conditions. We cannot predict the impact that the current global economic
downturn will have on our future revenues nor can we predict when economic
conditions will improve. Our businesses in the United States, the United Kingdom
and Germany historically have provided a substantial part of our revenues and
income before partner distributions and benefits, which means that our revenues
and profitability are particularly affected by economic conditions in these
three countries. During an economic downturn, our clients and potential clients
often reduce or defer existing contracts and delay entering into new
engagements. In general, companies also reduce the amount of spending on
information technology products and services during difficult economic times,
resulting in limited implementations of new technology and smaller engagements.
Because there are fewer engagements in a downturn, competition usually increases
and fees generally decline as competitors, particularly companies with
significant financial resources, decrease rates to maintain or increase their
market share in our industry. Our gross margin, which is our revenues less our
cost of services including reimbursables and subcontractor costs, also may
decline in an economic downturn due to lower utilization of our client service
personnel, which means fewer billable hours per employee, and pressure on the
rates we charge. A decline in gross margin typically causes our profitability to
decline.

     During fiscal year 2001, we began experiencing a significant reduction in
the demand for our management consulting and technology services and increased
competition for engagements, which we believe principally is the result of the
effects of the general downturn in the United States and worldwide economies.
This reduction in demand has continued into fiscal year 2002. Please see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Overview--Recent Trends in Our Business" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations" for a discussion of the financial impact of
the global economic downturn on our revenues and profitability in fiscal years
2001 and 2002.

     BECAUSE OUR APPLICATION MANAGEMENT AND BUSINESS PROCESS MANAGEMENT SERVICES
ARE IN THE INITIAL STAGES OF DEVELOPMENT, WE WILL INVEST CAPITAL AND INCUR
EXPENSES, WHICH MAY BE SIGNIFICANT, TO IMPLEMENT OUR GROWTH STRATEGY TO EXPAND
THESE SERVICES, AND WE MAY NOT BE SUCCESSFUL.

     We currently have limited experience in providing these types of
outsourcing services to clients and must expand and build our internal
organization significantly to achieve our growth strategy. There are well
established competitors providing these services that have greater financial
resources than we do. To successfully build these services, we also will need to
hire new partners and client service staff who have skills and capabilities that
are different than the skills and capabilities of most of our current partners
and client service staff. Accordingly, we may not be successful in implementing
our strategy to grow these services, which may adversely affect our
profitability and may cause us to be at a competitive disadvantage relative to
some of our largest competitors. In addition, our gross margin may decline as a
result of the lower margins that are customary in the outsourcing industry or
actions we take to grow market share. Application management services are
ongoing maintenance and development services for important software
applications. Business process management services are services provided to an
organization in which entire processes, such as accounting and financial
reporting systems, are administered and operated by a third party service
provider. Historically, our business process management services have not been
operated together with the other management consulting and technology services
businesses being transferred to us as part of our separation.

     IF WE CANNOT MAINTAIN OR EXPAND OUR STRATEGIC ALLIANCES, WE MAY NOT BE ABLE
TO IMPLEMENT PART OF OUR GROWTH STRATEGY, AND OUR REVENUES AND PROFITABILITY MAY
DECLINE.

     We generate a substantial portion of our revenues from engagements that
include the implementation of software developed by companies with which we have
non-exclusive strategic alliances, including Oracle Corporation, PeopleSoft,
Inc., SAP AG and Siebel Systems, Inc. In addition, the growth of our outsourcing

                                        14
services will depend upon our ability to continue our existing alliances and
enter into new alliances with information technology outsourcing companies. The
loss of any of these relationships or the inability to enter into new
relationships could adversely affect our ability to realize part of our growth
strategy and could cause our revenues and profitability to decline. If one or
more of the companies with which we have strategic alliances terminates our
alliance, decides not to renew or extend our relationship or forms closer or
preferred arrangements with our competitors, we may lose important benefits,
although in the case of hardware or software companies we would continue to be
able to deploy or implement their products. These benefits include the
generation of leads for new engagements, the opportunity to resell products at
attractive rates and the opportunity to provide input for the development of new
products and services. We could lose these relationships for a number of
reasons, some of which are outside our control, including business combinations
between our competitors and companies with which we have alliance relationships
and the companies with which we have relationships increasing their direct
competition with us.

     BECAUSE OUR ENGAGEMENTS OFTEN REQUIRE US TO MAKE INITIAL ESTIMATES OF
REQUIRED RESOURCES AND COSTS WHICH MAY NOT BE ACCURATE, SOME OF OUR ENGAGEMENTS
MAY NOT BE PROFITABLE.

     Our revenues from engagements principally have been based on the hours
incurred in providing services and our related expenses. We sometimes face
client relationship limitations on our ability to recover for unanticipated
effort and expense, even if the terms of our contracts permit us to recover for
these costs. As part of the expansion of our outsourcing services, we plan to
enter into fixed-price contracts which may have terms of five years or more.
With fixed-price contracts, our fees are determined at the beginning of an
engagement regardless of the actual time we spend. We face the risk that our
estimates of the time and expense required to complete the project that we used
to set our fees are inaccurate, resulting in an increased risk that these
contracts may be unprofitable. As part of our strategy to grow our outsourcing
business, we also plan to enter into a greater number of contracts where our
revenues are linked to the cost savings realized by our clients. We previously
were limited in our ability to enter into these types of contracts because of
auditor independence-related constraints. Our increased use of these
arrangements may increase the risk that our engagements are not profitable.

     THE MANAGEMENT CONSULTING AND TECHNOLOGY SERVICES INDUSTRY IS HIGHLY
COMPETITIVE, AND IF WE DO NOT COMPETE EFFECTIVELY, OUR REVENUES AND
PROFITABILITY MAY DECLINE.

     Our industry is highly fragmented and competitive, and our future success,
including our ability to grow, depends on our ability to compete effectively. We
compete against a number of different types of businesses, as described in
"Business--Competition." Because we are changing our name, most of our
competitors will have greater brand recognition following the closing of this
offering, which may harm our ability to compete. In addition, the competitive
conditions in our industry are changing. If we do not respond appropriately to
these changes, our revenues and profitability may be adversely affected, and we
may not realize part of our growth strategy. These competitive changes include
the changes described below.

      --   Most of our major competitors that were privately owned are now
           publicly owned or are divisions or subsidiaries of publicly owned
           companies. Accordingly, these competitors now have access to
           financial resources to grow their businesses that were unavailable to
           them several years ago. Some of our competitors have greater
           financial resources than we do, which may allow them to offer their
           services at lower prices to obtain greater market share or make
           greater investments in the development of new services.

      --   Outsourcing services are becoming increasingly important to many
           businesses and organizations. We have occasionally lost bids in the
           past due to our limited ability to provide outsourcing services. Some
           of our competitors currently have much larger, stronger and more
           mature outsourcing businesses than we do. If we are unable to
           successfully grow our outsourcing services, we will be at a
           competitive disadvantage in obtaining engagements to provide
           outsourcing services. We also may face difficulty in winning new
           engagements from these businesses and organizations for other
           management consulting and technology services because of the
           competitive advantage a provider of outsourcing services has as a
           result of its role in day-to-day operations, greater visibility
           within the organization and potentially greater access to decision
           makers and information about a client's needs and plans.
                                        15
--   Many businesses and organizations are implementing preferred provider
           programs that rationalize, or reduce, the number of management
           consulting and technology services providers from which they receive
           services. To become or remain one of these preferred providers, in
           our experience these businesses and organizations generally are
           requiring service providers to provide a broad range of services and
           solutions. If we are unable to provide a broad range of services and
           solutions, including outsourcing services, we may be constrained in
           our ability to become or remain a preferred provider of these
           businesses and organizations. In addition to outsourcing services, we
           need to develop stronger capabilities in systems integration
           services, primarily in Europe, in order to compete effectively for
           engagements that require these services, particularly engagements
           that help transform a business and outsourcing engagements.

      --   Technology companies, including some of the largest hardware and
           software companies, increasingly are providing technology services to
           businesses and organizations. We have alliance relationships with
           many of these companies, and our relationships with these companies
           may be adversely affected as they increasingly compete with us for
           client engagements.

      --   The fallout from the Enron Corporation bankruptcy may result in
           further changes and consolidation in our industry. We cannot predict
           what effect those changes will have on our ability to compete.

     WE WILL FACE COMPETITION FROM THE PRICEWATERHOUSECOOPERS FIRMS, WHICH MAY
RESULT IN CONFUSION AMONG OUR CLIENTS AND INDUSTRY VENDORS AND REDUCE OUR
REVENUES.

     Although we have entered into noncompetition arrangements with the
PricewaterhouseCoopers firms, following our separation we will face some
competition from these firms. Pursuant to the terms of these arrangements, these
firms will be able to offer some management consulting and technology services,
such as most human resources services, to any client. In addition, the
PricewaterhouseCoopers firms will be permitted to provide all management
consulting and technology services for clients that have less than a specified
amount of annual revenues in the particular country where the services will be
provided. In our three largest countries in terms of revenues, the
country-specific revenue amounts are $1 billion in the United Kingdom, $1
billion for private companies in Germany, $500 million for public companies in
Germany and $400 million in the United States. These firms, however, will not be
permitted to provide any of the restricted management consulting and technology
services if those clients have $5 billion or more in aggregate annual
consolidated worldwide revenues. The PricewaterhouseCoopers firms will continue
to be able to offer these services under the PricewaterhouseCoopers name. These
firms will not be permitted to use the "PricewaterhouseCoopers Consulting" or
"PwC Consulting" name, although they will be able to continue to use names they
currently use that include "Consulting" in the title. This competition may
result in confusion among our clients and industry vendors. In addition, because
they will compete with us, we may receive fewer leads from
PricewaterhouseCoopers firms, even for companies to whom they are not permitted
to provide consulting services, following this offering. We believe that our
business in Europe will be most affected by this competition and the loss of
these leads. Please see "Arrangements with the PricewaterhouseCoopers Network of
Firms--Rollup Agreements--Noncompetition" for a more complete description of the
noncompetition arrangements between us and the PricewaterhouseCoopers firms.

     IF WE FAIL TO CONTINUOUSLY OFFER INNOVATIVE SERVICES AND KEEP PACE WITH
CHANGES IN TECHNOLOGY, OUR FEES AND OUR ABILITY TO OBTAIN NEW ENGAGEMENTS WILL
BE ADVERSELY AFFECTED AND OUR REVENUES AND PROFITABILITY WILL DECLINE.

     Our business depends, in part, on our ability to anticipate industry,
business and technology trends that help businesses to become more competitive
and profitable. To remain competitive, we will need to continue to develop new
services and ideas for our clients that distinguish us from our competitors. We
also will need to identify new and evolving technologies that will gain
acceptance in the marketplace and develop alliance relationships with new
leaders in technology as they emerge. If we fail to accomplish these objectives,
we may be unable to compete effectively for new engagements, which may cause our
revenues and profitability to decline. We may also invest resources in new
services that are not competitive or that do not gain wide acceptance from our
clients, which may cause our profitability to decline. When providing innovative
services that distinguish us from our competitors, we generally are able to
obtain higher margin fees. Over time, however, as our competitors begin to offer
services which we may have developed or pioneered, we typically experience
decreases in the amount of fees we can charge for these services.

                                        16
OUR PROFITABILITY WILL SUFFER IF WE ARE NOT ABLE TO MAINTAIN OUR FEES AND
UTILIZATION RATES AND CONTROL OUR COSTS.

     Our gross margin, and therefore our profitability, is primarily a function
of hours charged to clients by our client service staff, the average rate
charged per hour of services provided, the number of our client service staff
and their related compensation and benefits and our utilization rate. Our
utilization rate is the number of hours charged to clients by our client service
staff divided by the total available working hours for all our client service
staff. Accordingly, if we are not able to maintain an appropriate utilization
rate for our client service staff or increase or maintain the fees we charge for
our services, we will not be able to sustain our gross margin and our
profitability will suffer. For example, labor laws in some of the countries in
which we operate constrain our ability to downsize our workforce if there is
less demand for our services, which would cause our utilization rate to decline
in these countries. Our profitability is also a function of our ability to
control our costs and improve our efficiency. Please see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Financial Statement Presentation" for a more detailed discussion of
the factors which affect our fees, utilization rates and costs.

     IF WE FAIL TO ATTRACT, HIRE AND RETAIN QUALIFIED PERSONNEL, WE MAY NOT BE
ABLE TO SUCCESSFULLY DEVELOP AND MARKET OUR SERVICES OR EFFICIENTLY MANAGE OUR
BUSINESS.

     Our success is largely dependent on our ability over time to hire and
retain large numbers of talented people. In particular, to implement our growth
strategy, over time we will need to attract and retain additional skilled client
service staff, particularly employees with strong technology skills. If we are
unable to do so, we may not realize our growth objectives, and we may not be
able to maintain or increase our revenues and profitability. To attract new
client service staff and retain our current client service staff, we may have to
increase our compensation levels in the future, which may reduce our
profitability. We recently have reduced our recruiting activities and spending
and may have difficulty reinstating our prior level of recruiting activities to
hire sufficient numbers of employees to meet our growth objectives. In the
United States, we also have delayed the start date of new employees and
rescinded offers that were given in 2001 to some undergraduate and graduate
school students, which may adversely affect our recruiting efforts in the near
term. In addition, our voluntary turnover rate likely will increase in the event
that the global economy improves, resulting in additional demands on our
recruiting resources. In fiscal years 2001 and 2002, we implemented a number of
initiatives, including headcount reductions, reductions in employee compensation
and reductions in training costs, to control our costs. These initiatives and
other factors, such as the auditor independence-related constraints under which
we will continue to operate until the closing of this offering, have had an
adverse affect on the morale of our client service staff and may adversely
affect retention and recruiting in the future.

     IF THE PRICE OF OUR CLASS A COMMON SHARES DECLINES OR UNDERPERFORMS, OUR
ABILITY TO RECRUIT, RETAIN AND MOTIVATE OUR PARTNERS AND OTHER KEY EMPLOYEES MAY
BE ADVERSELY AFFECTED.

     In connection with our separation, our partners will receive our equity, or
equity in one or more of our subsidiaries, in lieu of the interests in the
partnerships and corporations that they currently hold. We also will be granting
restricted share units, stock options and other equity-based compensation to our
partners in light of a reduction in their cash compensation. In the event that
the price of our Class A common shares declines or underperforms, we may have
difficulty in attracting new partners and client service staff and retaining our
current partners and client service staff. We cannot assure you that the
noncompetition agreements we will enter into with our partners will be
sufficiently broad to prevent them from leaving us for our competitors or other
opportunities. In addition, we may not be able to enforce these agreements in
some countries.

     BECAUSE OUR CLIENT ENGAGEMENTS MAY BE TERMINATED ON SHORT NOTICE, WE MAY
EXPERIENCE UNEXPECTED DECLINES IN REVENUES AND PROFITABILITY.

     When engagements are cancelled or terminated, we lose the related revenues
and we may face difficulty in eliminating costs associated with the engagement
in a timely manner, which may reduce our profitability. We face terminations,
cancellations and delays that are the result of factors outside of our control,
such as the financial condition of our clients or the economic climate
generally. For example, several of our existing

                                        17
engagements were suspended indefinitely or cancelled following the events of
September 11, 2001. We believe that the majority of our contracts can be
terminated by our clients on short notice and without significant penalty. The
advance notice of termination required for contracts of shorter duration and
lower revenues is as short as 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. In addition, most of our
larger engagements are comprised of various project stages, which provide for a
series of logical termination points if a client decides to abandon or delay a
project or to use a competitor for additional stages of a project.

     OUR PROFITABILITY MAY DECLINE DUE TO FINANCIAL AND OPERATIONAL RISKS
INHERENT IN WORLDWIDE OPERATIONS.

     In fiscal year 2001, we derived approximately 52% of our net revenues from
services performed in the United States, Canada and Mexico and 36% from services
performed in Europe, the Middle East and Africa. We derived approximately 8% and
2% of our fiscal year 2001 net revenues, respectively, from services performed
in Asia Pacific and in South America and Central America. Because of our
extensive worldwide operations, we face a number of financial and operational
risks that may hinder our ability to improve profitability, including the
following:

      --   the lack of local recognition of our new brand, which will cause us
           to spend significant amounts of time and money to build a brand
           identity,

      --   the costs of integrating and managing global operations,

      --   difficulties in collecting payments in some countries,

      --   restrictions on the movement of cash and other assets,

      --   differences in, and uncertainties arising from, local business
           culture and practices,

      --   multiple, and sometimes conflicting, laws and regulations, including
           tax laws,

      --   political, social and economic instability,

      --   international political and trade tensions,

      --   price controls or restrictions on exchanges of foreign currencies and

      --   currency exchange fluctuations.

     In the past we have incurred costs or experienced disruptions due to the
factors described above and expect to do so in the future. For example, our
revenues have fluctuated based on changes in currency exchange rates. The
countries in which we operate also impose a range of restrictions on our
employment policies that increase our operating costs in some of these countries
relative to others. For example, labor laws in some of the countries in which we
operate may restrict our ability to enforce the reductions in compensation we
expect our partners to accept in fiscal year 2003.

     BECAUSE WE INTEND TO CHANGE OUR NAME, OUR EXISTING AND POTENTIAL CLIENTS,
INDUSTRY VENDORS, RECRUITING CANDIDATES AND INVESTORS MAY NOT RECOGNIZE OUR NEW
BRAND, WHICH MAY CAUSE OUR REVENUES AND PROFITABILITY TO DECLINE.

     We are currently exploring a new branding strategy and plan on changing our
name in late June or early July 2002. We will change the trademarks and trade
names under which we conduct our business to reflect our new company name.
Because we have previously marketed our business under the
PricewaterhouseCoopers name, our existing and potential clients, industry
vendors and investors generally may not recognize our new brand. Our name change
also may cause difficulties in recruiting qualified personnel. For example, in
some countries, such as the United Kingdom, we believe the
PricewaterhouseCoopers name is particularly valuable to our recruiting process.
We cannot predict the impact of the change in trademarks and trade names on our
business. We plan to incur approximately $110 million of marketing expenses by
the end of fiscal year 2003 to build a new brand identity. If we fail to build a
strong new brand recognition, our revenues and profitability may decline.

                                        18
IF OUR CLIENTS ARE DISSATISFIED WITH OUR SERVICES, WE MAY FACE COSTS TO
REMEDY THE COMPLAINT, LEGAL LIABILITY AND DAMAGE TO OUR REPUTATION, WHICH COULD
ADVERSELY AFFECT OUR ABILITY TO OBTAIN NEW ENGAGEMENTS.

     Our reputation is critical to the success of our business. Because we help
clients with complex and important challenges and opportunities, we must
maintain a high degree of client satisfaction to generate new engagements.
Accordingly, any claim against us involving the quality of our services may be
more damaging than similar claims against businesses in other industries. In the
event a client is dissatisfied with our performance, we usually take action,
which may be costly, to remedy or mitigate the complaint. For example, we have
performed additional or remedial work for clients at discounted rates or for no
fee. In some circumstances, we also have foregone revenues for work that has
been completed. In addition, although we typically include in our contracts
provisions to limit our exposure to legal claims relating to our services and
the applications we develop, these provisions may not protect us or may not be
enforceable in all cases.

     BECAUSE OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY IS LIMITED, WE
COULD LOSE VALUABLE ASSETS AND THE VALUE OF OUR SERVICES COULD DECLINE, WHICH
MAY CAUSE OUR REVENUES AND PROFITABILITY TO DECLINE.

     Our intellectual property consists primarily of the building, renewing and
sharing of knowledge among our client service staff, such as our training
materials, reusable methodologies and techniques and expertise developed through
our engagements and other activities. The unauthorized use of our intellectual
property by third parties or the independent development by third parties of
similar intellectual property could cause the value of our services to decline
significantly, which would likely result in downward pressure on our fees and
loss of opportunities to competitors. If we resort to legal proceedings to
enforce our intellectual property rights, the proceedings could be burdensome
and expensive, and the outcome would be uncertain. We have only a limited
ability to protect our intellectual property. Our limited protection efforts may
be unsuccessful and unauthorized parties may copy or infringe upon aspects of
our intellectual property. Our competitors also may independently develop
similar methodologies, techniques and expertise, and we may have no claim
against them.

     WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION AND INFRINGEMENT
CLAIMS, WHICH COULD CAUSE US TO INCUR SIGNIFICANT EXPENSES OR PREVENT US FROM
PROVIDING OUR SERVICES.

     We cannot be sure that our services do not infringe upon the intellectual
property rights of others. We also cannot be sure that the products that we use
and implement at our clients do not infringe upon the intellectual property
rights of others. Any claims or litigation in this area, whether we ultimately
win or lose, could be time-consuming, may injure our reputation, may result in
costly delays or may require us to enter into economically unfavorable royalty
or licensing arrangements. We also may be prevented from offering important
services to our clients. In our contracts, we often agree to indemnify our
clients for any liability resulting from the alleged infringements of the
intellectual property rights of third parties. The amount of these indemnities
may be greater than the revenues we receive from a client.

     BECAUSE OUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER RECENTLY
ASSUMED THEIR CURRENT RESPONSIBILITIES, AND OUR SENIOR EXECUTIVES DO NOT HAVE
EXPERIENCE IN MANAGING A PUBLIC COMPANY, WE MAY HAVE DIFFICULTIES IN
SUCCESSFULLY OPERATING OUR BUSINESS.

     Our chief executive officer and chief financial officer recently assumed
their current responsibilities. As a result, the results of our operations
reflected in the financial statements contained in this prospectus do not
reflect their leadership or guidance of our business. In addition, none of our
senior executives has experience in operating a public company. For example, our
business historically has not had a chief financial officer whose
responsibilities include preparing financial reports suitable for operating a
public company. We cannot assure you that the lack of experience operating a
public company or the lack of experience of our top two executives in managing
our business will not cause disruptions in our operations or communications with
the marketplace.

                                        19
RISKS THAT RELATE TO OUR SEPARATION FROM THE PRICEWATERHOUSECOOPERS NETWORK OF
FIRMS

     THE HISTORICAL AND PRO FORMA COMBINED FINANCIAL INFORMATION IN THIS
PROSPECTUS MAY NOT BE REPRESENTATIVE OF OUR RESULTS AS A SEPARATE PUBLIC COMPANY
AND, THEREFORE, MAY NOT PERMIT YOU TO PREDICT OUR COMPANY'S COSTS OF OPERATIONS.

     Our historical financial information is not, and our pro forma combined
financial information may not be, indicative of our results of operations,
financial position and cash flows as a separate public company, primarily due to
the factors described below.

      --   The historical financial information in this prospectus does not
           reflect the added costs that we will incur as a separate public
           company, such as for new systems to operate as a separate public
           company when the transition services agreements terminate, nor does
           it reflect the resulting changes that will occur in our capital
           structure and operations, such as changes in how we fund our
           operations. To the extent some of these costs, such as costs to
           establish an investor relations department, are reflected in the
           unaudited pro forma combined financial statements, they are estimates
           which may differ from actual costs.

      --   Because we historically operated through entities taxed as
           partnerships in many countries, including the United States, prior to
           our transition to a corporate structure, we have not paid, on a
           historical basis, a material amount of taxes on our earnings at an
           entity level. In addition, historically we have not paid salaries to
           our partners, who will be our employees, from a legal and accounting
           standpoint, after this offering. As a result, in preparing our
           unaudited pro forma combined financial statements we deducted and
           charged to earnings the estimated income taxes based on estimated tax
           rates in jurisdictions in which we operate, which may differ from our
           actual tax rates in the future. We also estimated compensation and
           benefit costs for our partners, which may differ from actual costs
           for various reasons, including our need to hire additional client
           service staff over time to implement parts of our growth strategy.

      --   Our historical and pro forma combined financial statements in this
           prospectus reflect allocations of expenses among the various firms in
           the PricewaterhouseCoopers network and between our business and the
           other businesses of these firms. These services actually could be
           more expensive for us in the future as a public company than is shown
           in our historical and pro forma combined financial statements. We
           also may face costs associated with the termination of our transition
           services if we request services that require additional investment or
           expenditures by the PricewaterhouseCoopers firms that have not been
           fully reimbursed at the time of termination. In addition, we may lose
           benefits relating to the size of the combined PricewaterhouseCoopers
           firms, such as purchasing power when buying products and services
           from vendors.

      --   Our historical combined financial statements and notes to these
           statements contain historical financial results and assets and
           liabilities for management consulting and technology services
           businesses of firms in the PricewaterhouseCoopers network that are
           not being transferred to us as part of our separation.

     Please see our unaudited pro forma combined financial statements,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our combined financial statements for a more detailed discussion
of the factors set forth above.

     BECAUSE WE HAVE RECEIVED BENEFITS FROM OUR RELATIONSHIP WITH THE
PRICEWATERHOUSECOOPERS FIRMS IN THE PAST, OUR SEPARATION COULD ADVERSELY AFFECT
OUR REVENUES AND PROFITABILITY.

     Our business historically has benefited from referrals from the audit, tax
and other businesses within the PricewaterhouseCoopers network. While many parts
of our business are being adversely affected by the auditor independence issues
discussed in this prospectus, the leads we receive from the audit, tax and other
businesses historically have been an important part of our business. These leads
are particularly important for engagements with smaller clients, many of which
are not publicly traded companies. Following the closing of this offering, the
PricewaterhouseCoopers firms and their partners and shareholders will no longer
have the same incentives to provide us with leads regarding new engagements, and
we will not be able to pay them

                                        20
referral fees as long as they own any of our equity. We cannot assure you that
these leads will continue following the closing of this offering and,
accordingly, our revenues and profitability may be adversely affected. We
believe that our business in Europe will be most affected by the loss of these
leads from the PricewaterhouseCoopers firms.

     BECAUSE OUR BUSINESS CURRENTLY IS PART OF THE BUSINESSES OF SEPARATE FIRMS
WHICH HAVE THEIR OWN GOVERNANCE AND MANAGEMENT, WE MAY EXPERIENCE DIFFICULTY IN
IMPLEMENTING OUR GROWTH STRATEGY AS WE TRANSITION TO A CORPORATE STRUCTURE.

     From time to time in the past, we have experienced difficulty in
implementing our common business strategies and standards, including our risk
management practices, and creating a consistent operating model across the world
due to differences in culture and ownership. Prior to our separation from the
PricewaterhouseCoopers network, we have had to develop our common approaches by
reaching consensus among the firms in the PricewaterhouseCoopers network,
particularly the firms in Europe. Following our separation, we will need to
realign quickly the priorities of our partners so that they act as employees for
the benefit of our company as a whole and not merely for the benefit of their
country or region. Even after our separation, however, we will need to ensure
that our common business model takes into account the differences that exist in
our business around the world. If we are not able to reconcile these needs, we
may not be able to effectively implement a part of our growth strategy.

     CHARGES RELATED TO A NUMBER OF NONRECURRING ITEMS IN FISCAL YEARS 2002 AND
2003 WILL SUBSTANTIALLY LOWER OUR NET INCOME, AND THIS EFFECT IN THE FISCAL
QUARTER ENDING SEPTEMBER 30, 2002, WILL BE PARTICULARLY SIGNIFICANT.

     In connection with our separation and transition to a corporate structure,
we will incur charges relating to a number of nonrecurring items during fiscal
years 2002 and 2003. These include costs relating to our separation, such as
transfer taxes, costs associated with changing and marketing our new name and
costs associated with creating separate systems and processes. We also will
recognize compensation expense from the grant of restricted share units to our
partners. Please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Overview--Accounting Matters relating to
Our Separation and Transition to a Public Company" for a more detailed
description of these charges.

     BECAUSE WE WILL RELY ON THE PRICEWATERHOUSECOOPERS FIRMS FOR IMPORTANT
TRANSITION SERVICES, WE FACE A NUMBER OF SIGNIFICANT RISKS.

     Following our separation from the PricewaterhouseCoopers network, we will
continue to rely on the PricewaterhouseCoopers network of firms for many
important services and support functions. We have described the significant
risks we believe may be associated with our transition services agreements
below.

      --   Some of the services and support functions to be provided by the
           PricewaterhouseCoopers network of firms are critical to our ability
           to manage our business. For example, we will rely on these firms to
           perform important accounting and financial information services for
           us for up to three years following the closing of this offering. We
           also may rely on some of these firms for additional financial
           reporting services to assist us in meeting our public disclosure
           obligations. These firms do not operate a single combined financial
           accounting and reporting system. Instead, we will be relying on a
           large number of separate firms to provide us with the information we
           require to fulfill our public disclosure obligations. If the quality
           or timeliness of the services we receive from the
           PricewaterhouseCoopers firms is not satisfactory, we may not be able
           to effectively operate our business and we may face difficulty in
           reporting our financial performance on a timely basis, which could
           adversely affect investor confidence and may result in a decrease in
           the price of our Class A common shares.

      --   There will be significant limitations on the liability that firms in
           the PricewaterhouseCoopers network will have in connection with the
           provision of services under the transition services agreements. In
           general, the maximum aggregate liability of a PricewaterhouseCoopers
           firm will be limited to an amount equal to six months of fees payable
           to the PricewaterhouseCoopers firm under the transition services
           agreements signed by the particular PricewaterhouseCoopers firm. Our
           damages from a breach of these agreements, however, by the
           PricewaterhouseCoopers firm, could materially exceed

                                        21
its liability under these agreements. The PricewaterhouseCoopers
           firms will not have joint and several liability for breaches of the
           agreements, which means that a PricewaterhouseCoopers firm will not
           be responsible for breaches by another PricewaterhouseCoopers firm.
           Accordingly, if a PricewaterhouseCoopers firm breaches its agreement
           to perform transition services for us, we may not have an effective
           means to seek remedy or receive adequate compensation for the breach.

      --   Each PricewaterhouseCoopers firm has agreed to use commercially
           reasonable efforts to secure third party consents that are needed to
           provide us with services we have historically received. We cannot
           assure you that these third party consents will be secured, and if
           they are secured, what, if any, consent fee will be required by a
           consenting third party. We will bear some or all of any costs,
           expenses and fees required to secure any third party consent. If a
           third party consent necessary to provide us services cannot be
           secured and an alternative supplier cannot be employed, the
           PricewaterhouseCoopers firms may not be able to provide some services
           to us, which could prevent us from effectively operating our
           business.

     WE HAVE NO HISTORY OPERATING AS A SEPARATE PUBLIC COMPANY, AND WE MAY BE
UNABLE TO MAKE, OR MAY INCUR SIGNIFICANT COSTS IN MAKING, THE CHANGES NECESSARY
TO OPERATE AS A SEPARATE PUBLIC COMPANY.

     With respect to the transition services to be provided to us by the
PricewaterhouseCoopers firms, we will need to build systems and support
functions to perform these services internally or enter into agreements with
others to provide these services prior to the expiration of the transition
services agreements, which generally have three year terms. The cost to build
these systems and support functions or to acquire these services from others may
be more costly than the cost of services provided by the PricewaterhouseCoopers
network, which may result in a decline in our profitability. Even if we build
the systems and support functions to perform these services internally prior to
the expiration of the transition services agreements, our implementation of the
new systems and support functions or the transition of data from the
PricewaterhouseCoopers network systems to our systems may not be successful,
which could adversely affect investor confidence and may result in a decrease in
the price of our Class A common shares. Please see "Arrangements with the
PricewaterhouseCoopers Network of Firms" for a more detailed description of the
services that will be provided by the PricewaterhouseCoopers network of firms
and the transition services agreements.

  RISKS THAT RELATE TO THIS OFFERING AND OWNERSHIP OF OUR CLASS A COMMON SHARES

     OUR QUARTERLY REVENUES AND OTHER FINANCIAL RESULTS ARE LIKELY TO VARY FROM
QUARTER TO QUARTER IN FUTURE PERIODS, WHICH MAY CAUSE THE PRICE OF OUR CLASS A
COMMON SHARES TO DECLINE.

     Our quarterly financial results, including revenues, gross margin and
operating income, have varied significantly in the past and are likely to vary
significantly in the future. For example, during the last six quarters, our
operating income ranged from $55 million for the fiscal quarter ended September
30, 2000, to $226 million for the fiscal quarter ended March 31, 2001. The
beginning or ending of multiple large engagements, for example, during a fiscal
quarter could cause our revenues, gross margin and operating income to vary
considerably from one fiscal quarter to the next. We also experience seasonal
variations in our revenues.

     BECAUSE THERE HAS NOT BEEN ANY PUBLIC MARKET FOR OUR CLASS A COMMON SHARES,
THE MARKET PRICE AND TRADING VOLUME OF OUR CLASS A COMMON SHARES MAY BE
VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE THE INITIAL
PUBLIC OFFERING PRICE.

     Prior to the closing of this offering, there has been no trading market for
our Class A common shares. We cannot predict the extent to which investors'
interest will lead to a liquid trading market or whether the market price of our
Class A common shares will be volatile, and you may have difficulty reselling
your Class A common shares. The price of our Class A common shares after this
offering may fluctuate widely, depending upon many factors, including:

      --   the perceived prospects for the management consulting and technology
           services industry in general,

      --   differences between our actual financial and operating results and
           those expected by investors and analysts,

      --   changes in analysts' recommendations or projections,

                                        22
--   changes in the share price of public companies with which we compete,

      --   news about our industry and our competitors,

      --   changes in general economic or market conditions and

      --   broad market fluctuations.

     Our Class A common shares may trade at prices significantly below the
initial public offering price. In addition, when the market price of a company's
common equity drops significantly, stockholders often institute securities class
action lawsuits against the company. A lawsuit against us could cause us to
incur substantial costs and could divert the time and attention of our
management and other resources.

     THE PRICE OF OUR CLASS A COMMON SHARES MAY DECLINE DUE TO THE LARGE NUMBER
OF OUTSTANDING SHARES ELIGIBLE FOR FUTURE SALE TO THE PUBLIC.

     Sales of substantial amounts of our Class A common shares, or the
possibility of these sales, may adversely affect the price of our Class A common
shares and may make it more difficult for us to raise capital through the
issuance of equity securities. If firms in the PricewaterhouseCoopers network
continue to hold our equity following the closing of this offering, they will be
required to completely divest themselves of all our Class A common shares and
equity in any of our subsidiaries during the five year period following the
closing of this offering. The obligation by the PricewaterhouseCoopers firms to
sell or otherwise dispose of our Class A common shares may depress the market
price for our Class A common shares. In addition, a substantial number of shares
and units relating to these shares, which will be subject to transfer
restrictions, will be held by our partners after the closing of this offering,
including shares issued to our partners in redemption of their interests in
their PricewaterhouseCoopers firms, and shares to be issued in respect of
restricted share units which will be granted to our partners as part of their
compensation for fiscal year 2003 in connection with the closing of this
offering. Sales by individual PricewaterhouseCoopers partners and by our
partners in frequent open market transactions may depress the market price for
our Class A common shares.

     Upon the closing of this offering and assuming all Class I common shares of
PwC Consulting SCA and all exchangeable shares issued by our other subsidiaries
have been redeemed or exchanged on a one-for-one basis into our Class A common
shares and all Class A common shares relating to restricted share units held by
our partners have been delivered, there will be      of our Class A common
shares outstanding, or      shares if the underwriters exercise their
over-allotment option in full. Of these shares,      shares sold in this
offering, or      shares if the underwriters exercise their over-allotment
option in full, will be freely transferable without restriction or further
registration under the Securities Act of 1933. The remaining
shares, which includes shares held by our partners and, possibly, shares held by
the PricewaterhouseCoopers firms and their partners and shareholders, generally
will be available for future sale subject to some limitations on the timing,
amount and method of those sales imposed by regulations promulgated by the
Securities and Exchange Commission. The sale of these shares is also subject to
contractual transfer restrictions.

     As part of our separation, we will enter into a shareholders agreement with
each of the PricewaterhouseCoopers firms receiving our Class A common shares and
shares issued by our subsidiaries. This agreement entitles these shareholders
and, in some circumstances, their partners and shareholders to demand
registration rights which require us to file a registration statement with the
SEC for the resale of shares, if any, held by them. We also have granted them
the right to participate in some other registered offerings of our Class A
common shares that may occur from time to time.

     WE PLAN TO ISSUE A LARGE NUMBER OF RIGHTS AND OPTIONS TO PURCHASE CLASS A
COMMON SHARES TO OUR PARTNERS AND OTHER EMPLOYEES THAT COULD DILUTE YOUR
INTEREST IN US.

     Upon the closing of this offering we will have approximately      Class A
common shares available for issuance to our partners and other employees in
connection with grants of restricted share units representing Class A common
shares or awards of stock options under our employee benefits arrangements. At
the closing of this offering, we anticipate granting restricted share units
representing      Class A common shares to our partners and options to purchase
     Class A common shares at an exercise price equal to the initial public
offering price to most of our employees.

                                        23
WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE TO
US. RAISING ADDITIONAL CAPITAL WILL DILUTE YOUR OWNERSHIP IN US AND MAY CAUSE
THE MARKET PRICE OF OUR CLASS A COMMON SHARES TO FALL.

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

      --   fund working capital needs,

      --   launch new services and products, such as our outsourcing services,

      --   acquire new businesses or invest in existing businesses,

      --   expand our business into new regions and countries or

      --   otherwise respond to competitive pressures.

     Any additional capital raised through the sale of equity will dilute your
ownership percentage in us and may decrease the market price of our Class A
common shares. Furthermore, any additional financing we may need may not be
available on terms favorable to us, or at all.

     THE TERMS OF THE VOTING AGREEMENT AMONG OUR PARTNERS AND THE ANTI-TAKEOVER
PROVISIONS OF OUR MEMORANDUM OF ASSOCIATION AND BYE-LAWS AND OUR SHAREHOLDER
RIGHTS AGREEMENT COULD DELAY OR PREVENT A CHANGE OF CONTROL THAT YOU MAY FAVOR.

     Our partners will enter into a voting agreement with each other and us
that, among other things, will provide that a separate, preliminary vote of our
partners will be conducted prior to any vote of our shareholders. The effect of
the voting agreement is that most of our Class A common shares and our Class X
common shares held by our partners will be voted as a single block. Because our
partners will hold approximately      % of the voting power of our Class A
common shares and our Class X common shares, or      % if the underwriters'
over-allotment option is exercised in full, following the closing of this
offering, the decision of our partners holding our Class A common shares and our
Class X common shares subject to the voting agreement likely would have a
significant effect on the success or failure of any offer to acquire us. Our
partners have agreed not to approve any acquisition transaction unless
two-thirds of our partners vote to approve the transaction.

     Provisions of our memorandum of association and bye-laws and our
shareholder rights agreement, which will be in effect upon completion of our
separation, also may discourage, delay or prevent a merger or other change of
control that shareholders may consider favorable or may impede the ability of
our shareholders to change our management. The provisions of our memorandum of
association and bye-laws and our shareholder rights agreement, among other
things, will:

      --   issue rights, called poison pills, to holders of our common shares
           that will make an acquisition very difficult without the approval of
           our board of directors,

      --   divide our board of directors into three classes, with members of
           each class to be elected for staggered three-year terms,

      --   limit the right of shareholders to remove directors,

      --   regulate how shareholders may present proposals or nominate directors
           for election at annual meetings of stockholders and

      --   authorize our board of directors to issue preferred shares in one or
           more series, without shareholder approval, which may have the effect
           of making an offer for our shares more expensive to the bidder.

     Please see "Arrangements with Our Partners--PwCC Limited Voting Agreement"
and "Description of Share Capital" for a description of these agreements and
provisions.

     WE ARE REGISTERED IN BERMUDA, AND A LARGE PART OF OUR ASSETS WILL BE
LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, OUR SHAREHOLDERS MAY NOT BE ABLE
TO ENFORCE CIVIL LIABILITY PROVISIONS OF THE FEDERAL OR STATE SECURITIES LAWS OF
THE UNITED STATES.

     We are organized under the laws of Bermuda, and a large part of our assets
will be located outside the United States. As a result, it may not be possible
to enforce court judgments obtained in the United States against us based on the
civil liability provisions of the federal or state securities laws of the United
States in Bermuda or in countries other than the United States where we will
have assets. In addition, there is some
                                        24
doubt as to whether the courts of Bermuda and other countries would recognize or
enforce judgments of United States 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 United States 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.

     BERMUDA LAW DIFFERS FROM THE LAWS IN EFFECT IN THE UNITED STATES AND MAY
AFFORD LESS PROTECTION TO SHAREHOLDERS.

     Our corporate affairs are governed by the Companies Act 1981 of Bermuda.
The Companies Act differs in some material respects from laws generally
applicable to United States corporations and shareholders, including the
provisions relating to interested directors, mergers and acquisitions,
takeovers, shareholder lawsuits and indemnification of directors. Generally, the
duties of directors and officers of a Bermuda company are owed to the company
only. Shareholders of Bermuda companies generally do not have rights to take
action against directors or officers of the company and may only do so in
limited circumstances. Please see "Description of Share Capital" for a
description of these restrictions. In addition, the rights of our shareholders
and the fiduciary responsibilities of our directors under Bermuda law are not as
clearly established as under statutes or judicial precedent in existence in
jurisdictions in the United States, particularly the State of Delaware.
Therefore, our shareholders may have more difficulty protecting their interests
than would shareholders of a corporation incorporated in a jurisdiction of the
United States.

     POTENTIAL UNITED STATES FEDERAL TAX LAW CHANGES COULD INCREASE OUR
EFFECTIVE TAX RATE OR COULD HAVE OTHER ADVERSE EFFECTS ON OUR BUSINESS.

     Legislation has been introduced in the United States Congress that would
reduce or eliminate the tax advantages of corporate inversion transactions,
which typically involve a United States corporation changing its legal structure
so that it becomes owned by a new parent corporation organized in a low-tax
jurisdiction, such as Bermuda. This legislation, if enacted, could cause these
new parent corporations to be taxed as United States corporations or could have
other adverse effects intended to deter these transactions. Some legislators
also have indicated that they might consider imposing limitations on awarding
government contracts to these companies. The formation of our company will be
accomplished by the combination of separately-owned and managed businesses in
the PricewaterhouseCoopers network of firms. Based upon the allocation of value
under the rollup agreements, slightly more than half of these businesses and
their owners have never been subject to United States income tax laws. In
addition, PricewaterhouseCoopers firms, or their partners and shareholders,
participating in the separation transaction, that are United States persons
should own less than 50% of our company, even before taking into account sales
of our Class A common shares in this offering, and should own a considerably
lower percentage of our company following this offering. Nevertheless, because
the formation of our company has some similarities with corporate inversion
transactions, it is possible that this legislation, if enacted, could be
applicable to the formation of our company, which could result in an increase in
the effective tax rate of our company, result in the imposition of United States
withholding taxes on any dividend distributions by us to non-United States
shareholders, reduce our revenues from the United States government or have
other adverse effects.

                                        25
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements that are based on
current expectations, estimates, forecasts and projections about our business
and the industry in which we operate, management's beliefs and assumptions made
by management. Such statements include, in particular, statements about our
plans, strategies and prospects and statements about the industry groups and
industry sectors we serve and the solution areas we offer, in each case under
the headings "Summary," "Risk Factors," "Dividend Policy," "Our Organizational
Structure," "Auditor Independence Rules, the Enron Situation and the Proposed
SEC No-Action Letter," "Unaudited Pro Forma Combined Financial Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business," "Management," "Arrangements with the
PricewaterhouseCoopers Network of Firms," "Description of Share Capital,"
"Shares Eligible for Future Sale" and "Material Income Tax Consequences." Words
such as "may," "will," "should," "could," "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward looking statements. These
statements are not guarantees of future performance or development and involve
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. Except as required under the
federal securities laws and the rules and regulations of the Securities and
Exchange Commission, we do not have any intention or obligation to update
publicly any forward-looking statements after we distribute this prospectus,
whether as a result of new information, future events or otherwise.

     This prospectus also contains information concerning the management
consulting and information technology services industry that is forward-looking
in nature and is based on a variety of assumptions regarding the ways in which
this industry will develop. This information includes estimated growth
statistics based on the third-party sources cited in this prospectus. The
assumptions underlying the information on our industry have been derived from
information currently available to us and from third-party sources. If any one
or more of the assumptions are incorrect, the development of our industry,
including estimated growth, may differ from those described in this prospectus.
While we do not know what impact any such differences may have on our business,
our future results of operations and financial condition and the market price of
our Class A common shares may be materially adversely affected. In addition, we
generally cannot assure you that the forward-looking information regarding our
industry, including estimated growth, will be achieved, whether or not the
assumptions are correct.

                                        26
USE OF PROCEEDS

     We estimate that we will receive approximately $          in net proceeds
from this offering from the sale by us of          Class A common shares. These
estimates reflect an initial public offering price of $
per share, the midpoint of the range set forth on the cover page of this
prospectus, and the deduction of the estimated underwriting discounts and
commissions and estimated offering expenses payable by us and our subsidiaries.
If the underwriters fully exercise their over-allotment option, we estimate we
will receive approximately an additional $          in net proceeds. We will not
receive any proceeds from the sale of our Class A common shares by the selling
shareholders. We intend to use the net proceeds we receive as a result of this
offering to acquire additional Class I common shares in PwC Consulting SCA, our
principal subsidiary.

     PwC Consulting SCA will use the net proceeds of this offering to do the
following:

      --   pay approximately $     million of separation and transaction
           expenses, such as transfer taxes,

      --   pay approximately $     million to acquire, directly or indirectly,
           PricewaterhouseCoopers management consulting and technology services
           businesses in some countries pursuant to the terms of the applicable
           rollup agreements,

      --   lend approximately $     to our partners to help satisfy tax
           obligations arising as a result of our separation and

      --   use the remainder for general corporate purposes, including to fund
           working capital.

     We have granted an over-allotment option to the underwriters at their
request. Under our current business plan, we do not require the proceeds from
the sale of our Class A common shares that would result from the exercise of
this option. Accordingly, if the option is exercised by the underwriters, we
currently intend to use the net proceeds from this option to repurchase our
Class A common shares from time to time in open market transactions in
accordance with applicable securities laws. Because we will have significant
flexibility in applying the net proceeds of the over-allotment option, if
exercised, you may not agree with the choices we make in using these proceeds.

     Pending specific application of the net proceeds, we intend to invest them
in short-term marketable securities.

                                DIVIDEND POLICY

     We do not anticipate paying any dividends on our Class A common shares in
the foreseeable future. We also do not anticipate that our subsidiary, PwC
Consulting SCA, will make any distributions on its Class I common shares or
Class II common shares. We currently intend to retain our future earnings for
use in the operation and expansion of our business. In addition, we may from
time to time enter into financing agreements that contain financial covenants
and restrictions, some of which may limit our ability or the ability of PwC
Consulting SCA to pay dividends or make distributions. Accordingly, you may need
to sell your Class A common shares to realize a return on your investment. You
may not be able to sell your shares at or above the price you paid for them.

     Any future determination to pay dividends will be at the discretion of our
board of directors and will depend upon our results of operations, financial
condition and ability to receive distributions from PwC Consulting SCA. Any such
determination also will depend upon our cash requirements, prospects and other
factors our board of directors deems relevant. If we pay any dividends to our
shareholders, we will pay them pro rata based on economic interest. Accordingly,
holders of our Class X common shares, which have a voting interest but no
economic interest, will not share in any dividend.

                                        27
CAPITALIZATION

     The following table sets forth our cash and cash equivalents and our
combined capitalization as of December 31, 2001, on a Historical and Pro Forma
as adjusted basis.

      --   The "Historical" column reflects our cash and cash equivalents and
           our capitalization as of December 31, 2001, on a historical basis.

      --   The "Pro Forma as adjusted" column reflects our cash and cash
           equivalents and our capitalization as of December 31, 2001, and gives
           effect to the pro forma adjustments to our combined financial
           statements for our separation and related transactions, including
           this offering. The table below reflects our receipt from the sale of
           our Class A common shares by us of the estimated net proceeds of
           $          , assuming an estimated initial public offering price of
           $     per share, the midpoint of the range set forth on the cover
           page of this prospectus. We will not receive any of the net proceeds
           from the sale of our Class A common shares by the selling
           shareholders.

     The table below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations," our unaudited
pro forma combined financial statements and notes to these statements and our
combined financial statements and notes to these statements.
AS OF
                                                                  DECEMBER 31, 2001
                                                              -------------------------
                                                                             PRO FORMA
                                                              HISTORICAL    AS ADJUSTED
                                                              ----------    -----------
                                                                   (IN THOUSANDS,
                                                                 EXCEPT SHARE DATA)
                                                                     (UNAUDITED)
Cash and cash equivalents...................................   $144,552      $
                                                               ========      ========
Short-term borrowings and current portion of long-term
  debt......................................................   $ 38,370      $
Long-term debt and other long-term liabilities..............    129,970
                                                               --------
Minority interests..........................................         --
Invested equity/shareholders' equity........................         --
  Class A common shares, par value $0.0001 per share,
     shares authorized,    shares issued and outstanding pro
     forma as adjusted......................................         --
  Class X common shares, par value $0.0001 per share,
     shares authorized,   shares issued and outstanding pro
     forma as adjusted......................................         --
  Restricted share units (relating to Class A common
     shares), 0 units issued and outstanding pro forma as
     adjusted...............................................         --
  Additional paid-in capital................................         --
PwC Network investment......................................    394,882            --
Accumulated other comprehensive income (loss)...............         --
                                                               --------      --------
     Total PwC investment/shareholders' equity..............    394,882
                                                               --------      --------
          Total capitalization..............................   $563,222      $
                                                               ========      ========
On a historical basis, the amount of net investment in our combined
business by firms in the PricewaterhouseCoopers network was recorded as PwC
Network investment in our combined financial statements.

                                        28
DILUTION

     At December 31, 2001, our pro forma net tangible book value was
approximately $          , or approximately $     per Class A common share. Net
tangible book value per Class A common share represents total combined tangible
assets less total combined liabilities, divided by the aggregate number of Class
A common shares outstanding, assuming all PwC Consulting SCA Class I common
shares and all exchangeable shares issued by our other subsidiaries have been
redeemed or exchanged on a one-for-one basis for our Class A common shares.
Class A common shares outstanding do not include           Class A common shares
issuable pursuant to options and           Class A common shares underlying
grants of restricted share units. After giving effect to our sale of
Class A common shares in this offering, assuming an estimated initial public
offering price of $     per share, the midpoint of the range set forth on the
cover page of this prospectus, and after deducting estimated underwriting
discounts and commissions and estimated offering expenses payable by us, our net
tangible book value as of December 31, 2001, would have been approximately
$          , or $     per share. This represents an immediate increase in net
tangible book value to existing shareholders of $     per share and an immediate
dilution to new investors purchasing shares in this offering of $     per share.

     The following table illustrates this dilution per share.
Assumed initial public offering price per Class A common share..........   $
     Pro forma net tangible book value per share as of
       December 31, 2001, before giving effect to this
       offering.............................................  $
     Increase in pro forma net tangible book value per share
       attributable to new investors purchasing shares in
       this offering........................................  $
Pro forma net tangible book value per share after giving effect to this
  offering..............................................................   $
                                                                           ----------
Dilution in pro forma net tangible book value per share to new
  investors.............................................................   $
                                                                           ==========
As of December 31, 2001, our company had not yet been formed, and,
accordingly, there were no options or restricted share units outstanding with
respect to our Class A common shares. We expect to issue restricted share units
and options to purchase our Class A common shares in connection with this
offering. To the extent that any Class A common shares represented by restricted
share units are distributed or any options are granted and exercised, there may
be further dilution to new investors.

     The following table sets forth, as of December 31, 2001, on the pro forma
basis described above, the differences between the number of Class A common
shares purchased from us, the total cash consideration paid and average price
per share paid by our existing shareholders and by the new investors in this
offering at an assumed initial public offering price of $     per share, before
deducting the estimated underwriting discounts and commissions and offering
expenses payable by us.
SHARES PURCHASED
                       ---------------------------------------        TOTAL CASH
                                                                     CONSIDERATION        AVERAGE
                                                 PERCENTAGE      ---------------------     PRICE
                       NUMBER    PERCENTAGE   OF VOTING RIGHTS    AMOUNT    PERCENTAGE   PER SHARE
                       -------   ----------   ----------------   --------   ----------   ---------
Existing
  shareholders.......                   %               %        $                 %      $
                                        %               %                          %
New investors........                   %               %                          %
                                        %               %                          %
                       -------     -----           -----         --------     -----       ------
     Total...........              100.0%          100.0%        $            100.0%      $
                                   =====           =====         ========     =====       ======
If the underwriters' over-allotment option is exercised in full, the net
tangible book value per share after giving effect to this offering would be
$     per share and the dilution in net tangible book value per share to new
investors would be $     per share.

                                        29
OUR ORGANIZATIONAL STRUCTURE

     We are a Bermuda holding company that currently has no material activities,
assets or liabilities. PwC Consulting SCA is a Luxembourg partnership limited by
shares that is owned by us, which also currently has no material activities,
assets or liabilities. We are the sole general partner of PwC Consulting SCA and
therefore control it and include, or consolidate, its operations into our
financial statements. We receive an annual profit allocation as general partner
of PwC Consulting SCA and are reimbursed for all of our expenses relating to our
management of PwC Consulting SCA. Following our separation, we will operate our
business principally through subsidiaries of PwC Consulting SCA, the equity of
which initially will be our only material asset.

     Pursuant to some of the rollup agreements described in this prospectus, we
will issue Class A common shares in our separation to some firms in the
PricewaterhouseCoopers network, or their partners or shareholders, in exchange
for their management consulting and technology services businesses. The firms
expected to receive Class A common shares are those with operations principally
in Canada, Central Africa, China, Denmark, East Asia, Germany, Korea, Iceland,
the Middle East, New Zealand, Pakistan, Portugal, South Africa, South America,
Switzerland, the United Kingdom, the United States and Venezuela. Some of these
firms also will receive PwC Consulting SCA Class I common shares or exchangeable
shares of its subsidiaries. These businesses will be transferred, directly or
indirectly, to PwC Consulting SCA in exchange for a number of its Class I common
shares equal to the number of Class A common shares that we issued to the firms
in the PricewaterhouseCoopers network or their partners or shareholders. We will
have the right, but not the obligation, to contribute proceeds from future
issuances of our Class A common shares to PwC Consulting SCA in exchange for
additional PwC Consulting SCA Class I common shares.

     Pursuant to some of the other rollup agreements, PwC Consulting SCA will
issue its Class I common shares in our separation, which represent limited
partnership interests, to some firms in the PricewaterhouseCoopers network, or
their partners or shareholders, in exchange for their management consulting and
technology services businesses. The firms expected to receive PwC Consulting SCA
Class I common shares are those with operations principally in Australia,
Belgium, Central and Eastern Europe, Denmark, Finland, France, Ireland, Italy,
Japan, Mexico, the Netherlands, Norway, Spain, Sweden and the United States. In
addition, a subsidiary of PwC Consulting SCA will issue exchangeable shares to
the Canadian firm. Holders of PwC Consulting SCA Class I common shares or
exchangeable shares of PwC Consulting SCA's subsidiaries will have the right to
purchase for nominal consideration a number of our Class X common shares, which
have the same voting rights as our Class A common shares but no economic rights,
equal to the number of PwC Consulting SCA Class I common shares or exchangeable
shares that they receive. PricewaterhouseCoopers firms, to the extent these
firms continue to own equity in our subsidiaries following the closing of this
offering, will not be able to exercise this right under the restrictions that
are likely to be imposed as a result of the proposed SEC no-action letter, which
is described in this prospectus. The exchangeable shares of PwC Consulting SCA's
subsidiaries are exchangeable into Class A common shares on a one-for-one basis.
Subject to some exceptions, PwC Consulting SCA Class I common shares are
redeemable, upon request of a holder, at any time for cash, although PwC
Consulting SCA has the right to deliver our Class A common shares on a
one-for-one basis in lieu of cash. In some jurisdictions, we have agreed to
intercede and exchange one of our Class A common shares for each PwC Consulting
SCA Class I common share that a shareholder has elected to have redeemed.

     Some PricewaterhouseCoopers firms and their partners or shareholders will
be selling Class A common shares in this offering. In order to participate in
this offering, immediately prior to the closing of this offering, selling
shareholders, to the extent they hold equity in one of our subsidiaries, will
have all or a portion of their PwC Consulting SCA Class I common shares or their
exchangeable shares exchanged on a one-for-one basis for our Class A common
shares. Assuming the PricewaterhouseCoopers firms, or their partners or
shareholders, fully liquidate their holdings in us as a result of this offering,
only our partners and we will hold PwC Consulting SCA Class I common shares or
exchangeable shares in our other subsidiaries following the closing of this
offering.

                                        30
Our organizational structure following our separation is expected to be as
shown in the diagram below. This diagram does not display any of our
wholly-owned subsidiaries or any of PwC Consulting SCA's subsidiaries.

                                (PWC FLOWCHART)

     Described below is our expected equity ownership following our separation,
in each case calculated assuming all PwC Consulting SCA Class I common shares
and all exchangeable shares issued by our subsidiaries that are not owned by us
or our subsidiaries have been redeemed or exchanged on a one-for-one basis into
our Class A common shares.

 --   Our partners will own approximately      % of our Class A common shares,
      including Class A common shares to be issued in respect of restricted
      share units, or approximately      % if the underwriters exercise their
      over-allotment option in full.

 --   Our public shareholders will own approximately      % of our Class A
      common shares, or approximately      % if the underwriters exercise their
      over-allotment option in full.

     In the event the PricewaterhouseCoopers firms and their partners and
shareholders do not dispose of all of their Class A common shares in this
offering, including Class A common shares that would be received upon a
redemption or exchange of PwC Consulting SCA Class I common shares or an
exchange of exchangeable shares of our subsidiaries, the PricewaterhouseCoopers
firms and some of their partners and shareholders will continue to hold some of
our Class A common shares, PwC Consulting SCA Class I common shares or
exchangeable shares of some of our subsidiaries. In the event these firms
continue to hold any of these shares, they will be subject to voting and other
restrictions as described under "Arrangements with the PricewaterhouseCoopers
Network of Firms--Shareholders Agreement." The percentage of our Class A common
shares that these firms and their partners and shareholders will be permitted to
hold immediately following the closing of this offering will be equal to or less
than the percentage that the SEC determines will allow the
PricewaterhouseCoopers firms to be recognized as being separate from us. We
currently expect this percentage to be less than 20% of our Class A common
shares outstanding immediately following the closing of this offering. For
purposes of this 20% threshold, we have treated all PwC Consulting SCA Class I
common shares and all exchangeable shares issued by our other subsidiaries as if
they had been redeemed or exchanged on a one-for-one basis for our Class A
common shares.

                                        31
Although we currently do not anticipate that we will declare any dividends
in the foreseeable future, we expect that any dividends we may declare will be
paid based on economic ownership in us and our subsidiaries. After our
separation, we will have no material activities, assets or liabilities other
than our holdings in PwC Consulting SCA. Because we will be permitted to acquire
and hold assets and incur liabilities at various levels of our organizational
structure, however, there may be differences between dividends paid on our Class
A common shares and distributions made with respect to PwC Consulting SCA Class
I common shares. For example, we may acquire a business at the PwCC Limited
level and decide not to transfer the business to PwC Consulting SCA, which may
result in additional cash flow at the PwCC Limited level. Conversely, we may
incur indebtedness only at the PwCC Limited level, which could cause expenses to
be incurred at the PwCC Limited level that may not be reimbursed by PwC
Consulting SCA. In addition, distributions paid by PwC Consulting SCA will be
subject to Luxembourg withholding taxes, which vary based upon the residence of
a shareholder. Therefore, we may not receive the same distribution from PwC
Consulting SCA on account of our PwC Consulting SCA Class I common shares or
Class II common shares, on a net after-tax basis, as another holder of PwC
Consulting SCA Class I common shares, such as one of our partners. We expect to
minimize withholding taxes by receiving payments for redemption of our PwC
Consulting SCA Class II common shares in lieu of most ordinary distributions,
but those payments should not materially change our economic interest in PwC
Consulting SCA.

     Please see "Arrangements with the PricewaterhouseCoopers Network of Firms,"
"Arrangements With Our Partners" and "Description of Share Capital" for
additional information about our corporate structure.

                                        32
AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION
                     AND THE PROPOSED SEC NO-ACTION LETTER

AUDITOR INDEPENDENCE RULES AND THE ENRON SITUATION

     The United States federal securities laws, including the rules and
regulations promulgated by the Securities and Exchange Commission under these
laws, require that an independent accountant certify the financial statements
that a public reporting company submits to the SEC. Other jurisdictions also
have laws, rules and regulations regarding the independence of accountants from
audit clients. Until our separation from the PricewaterhouseCoopers network of
firms, our business will continue to be subject to and constrained by these
laws, rules and regulations because of the accounting and auditing businesses
that are conducted by the firms in the PricewaterhouseCoopers network.

     Rule 2-01 of Regulation S-X under the Securities Act, which was amended
effective February 2001, provides that the SEC will not recognize an accountant
as independent from an audit client unless the accountant is, and appears to a
reasonable investor to be, capable of exercising objective and impartial
judgment on all issues encompassed within the accountant's engagement. In
addition to this general standard, Rule 2-01 also sets forth a number of
non-exclusive circumstances, including various relationships between an
accountant and an audit client and services performed by an accountant for an
audit client, which the SEC views as inconsistent with the general standard for
independence. At the time Rule 2-01 was amended in February 2001, the SEC also
amended the proxy disclosure rules to require disclosure of the fees paid by a
public reporting company to its principal accountants for audit and non-audit
services. The following summary sets forth some of these circumstances which
have limited our business and describes the new proxy disclosure rules. This
summary, however, is not intended to be a full description of Rule 2-01, as
amended, the proxy disclosure rules or any other SEC rules and regulations
regarding the independence of accountants.

      --   RELATIONSHIPS.  Rule 2-01 provides that an accountant will not be
           independent from an audit client if the accountant enters into
           financial, employment or business relationships with the audit
           client. For example, subject to some exceptions, an accountant may
           not lend money to or otherwise have a financial interest in an audit
           client. An accountant also may not enter into business relationships,
           such as joint ventures or strategic alliances, with an audit client.
           Accordingly, because of these restrictions, we have been limited in
           our ability to form alliances, enter into resale arrangements, form
           joint ventures or enter into contingent fee or risk-sharing
           arrangements with audit clients of firms in the
           PricewaterhouseCoopers network and affiliates of these clients.

      --   NON-AUDIT SERVICES.  Rule 2-01 provides that the performance by an
           accountant of some non-audit services for an audit client is
           incompatible with independent status. For example, an accountant will
           not be independent from an audit client if, at any point during an
           audit period, the accountant directly or indirectly operates or
           supervises the operation of the client's information systems or
           manages the client's local area computer network. In addition, unless
           conditions designed to ensure independence are satisfied, the SEC
           will not recognize an accountant as independent if the accountant
           designs or implements a hardware or software system, such as an
           enterprise resource planning system, that aggregates financial data
           or generates information that is significant to the client's
           financial statements taken as a whole. As a general matter, most of
           the management consulting and technology services we currently
           provide are not restricted. We have been limited, however, in
           providing some services, such as outsourcing, because of these
           restrictions.

      --   PUBLIC DISCLOSURE REQUIREMENTS.  The proxy disclosure rules require
           that a public reporting company's annual proxy statement include
           disclosure setting forth the fees billed by the company's principal
           accountants for audit and non-audit services. Fees for non-audit
           services must be disclosed separately from fees for audit services,
           and fees relating to the design or implementation of hardware or
           software financial reporting systems, as described above, also must
           be separately disclosed. In addition, a company must disclose whether
           its audit committee has considered whether the provision of non-audit
           services by its accountants is compatible with maintaining the
           independence of its accountants. Because of these disclosure
           requirements, boards of directors are becoming increasingly hesitant
           to allow their accountants to perform significant non-audit services.

                                        33
In addition to the SEC rules and regulations, state accounting licensing
boards in the United States and regulatory organizations outside the United
States as well as the professional ethics rules of the accounting profession in
many places around the world impose similar restrictions on the ability of
accounting firms to enter into relationships or perform some non-audit services
for audit clients.

     Although we believe independence-related concerns are most prominent for
companies with securities listed or traded on United States securities markets,
many other countries in which we operate also have laws, rules and regulations
regarding the independence of accountants from audit clients. The United
Kingdom, for example, has required disclosure of fees for audit and non-audit
services since 1989. The European Commission, in preparation for the issuance of
a formal recommendation to European Union member states regarding statutory
auditor independence, published a paper in December 2000 which proposed a set of
fundamental independence principles and specific independence requirements.
These formal recommendations and specific requirements are similar to, and in
some cases stricter than, the SEC auditor independence and disclosure rules. In
response to the Enron situation described below, many jurisdictions outside of
the United States also are considering new laws, rules and regulations that
would restrict further the ability of accounting firms to provide non-audit
services to their audit clients or require disclosure of audit and non-audit
fees.

     In response to the recent high profile bankruptcy filing by the Enron
Corporation in December 2001, government authorities, the media, boards of
directors and shareholders also are paying considerable attention to the
relationships between public reporting companies and their auditors. In the case
of Enron, governmental authorities and the media are investigating whether the
management consulting fees paid to Arthur Andersen compromised its role as
Enron's independent accountants. There also are a number of bills pending in the
United States House of Representatives and the United States Senate which, if
enacted, would prohibit or further restrict the provision of non-audit services
to a public reporting company by its accountants. In addition, shareholders,
particularly pension funds affiliated with labor unions, have begun proposing
shareholder resolutions that, if adopted, would prevent a company's accountants
from performing non-audit services. In February 2002, for example, approximately
40% of the votes cast at The Walt Disney Company's annual shareholders meeting
supported a proposal that would have prevented its accountants,
PricewaterhouseCoopers LLP, from providing Disney with non-audit services in the
future. Although Disney's board of directors originally opposed the initiative,
Disney indicated, prior to its annual meeting, that it would adopt the measure
regardless of the shareholder vote, citing public sentiment and shareholder
reaction. Similar proposals are pending at other large, multinational public
reporting companies.

     Please see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Overview--Auditor Independence Rules, the Enron Situation
and the Impact on Our Business" for a description of the impact that the auditor
independence rules and the Enron situation are having on our business.

THE PROPOSED SECURITIES AND EXCHANGE COMMISSION NO-ACTION LETTER

     In connection with our separation, PricewaterhouseCoopers LLP, the United
States firm, has submitted a request for an independence-related no-action
letter from the Securities and Exchange Commission. The no-action letter, if
issued as currently proposed, would provide that the SEC would not attribute our
business activities following the closing of this offering to the firms in the
PricewaterhouseCoopers network. Thus, the proposed no-action letter would
provide that our activities would not affect the independence of the
PricewaterhouseCoopers firms with respect to our mutual clients. As a result,
the restrictions on our scope of services and business relationship described
above and in this prospectus would no longer apply to us after our separation
and the completion of this offering.

     As part of the separation transaction, we have agreed to comply with the
requirements of the proposed no-action letter. We also will grant the firms in
the PricewaterhouseCoopers network contractual rights, such as registration
rights, that these firms will require in order to comply with the terms of the
proposed no-action letter, if these firms continue to hold our equity following
the closing of this offering. A description of the

                                        34
agreements that contain these provisions are described in "Arrangements with the
PricewaterhouseCoopers Network of Firms."

     The following is a summary of some of the conditions that the SEC likely
would require in connection with the issuance of the proposed no-action letter.
The conditions listed below are not the full set of conditions that would be
applicable if the SEC issues the proposed no-action letter and focus only on the
provisions which we believe could materially affect us or our business.

      --   After giving effect to this offering, the firms in the
           PricewaterhouseCoopers network and their partners, shareholders and
           pension funds for partners would be required to own less than 20% of
           our outstanding Class A common shares, calculated assuming all PwC
           Consulting SCA Class I common shares have been redeemed by PwC
           Consulting SCA in exchange for our Class A common shares and any
           exchangeable shares issued by our subsidiaries have been exchanged
           for our Class A common shares, in each case on a one-for-one basis.
           Any remaining Class A common shares, PwC Consulting SCA Class I
           common shares and exchangeable shares of our subsidiaries held by
           these firms and their partners and shareholders following the closing
           of this offering would be required to be sold or otherwise disposed
           of prior to the fifth anniversary of the closing of this offering.
           Any shares owned, however, by partners and shareholders of a
           PricewaterhouseCoopers firm that are freely transferable under the
           Securities Act of 1933 and are not subject to a lock-up or other
           transfer restrictions would not be attributed to the
           PricewaterhouseCoopers firms.

      --   We would be entitled to use the name "PwC Consulting" only for a
           period of four years commencing with the closing of this offering.
           The right to use the name "PwC Consulting" during this period would
           be subject to a number of important conditions, including our
           obligation to clearly designate our business as not being owned by or
           affiliated with the firms in the PricewaterhouseCoopers network.
           Although we will have the right to use the name "PwC Consulting" for
           this period of time, we currently plan to change our name prior to
           the closing of this offering. Please see "Business--Business
           Development and Marketing" for information regarding our new name and
           our marketing plans for our new name.

      --   The PricewaterhouseCoopers firms would be able to refer clients to us
           but would be under no obligation to do so. Likewise, we would be able
           to refer clients to firms in the PricewaterhouseCoopers network but
           would be under no obligation to do so. The PricewaterhouseCoopers
           network firms would not be permitted to designate us as a preferred
           provider of services. We also would not be able to pay referral fees
           or other compensation to PricewaterhouseCoopers firms, nor would they
           be able to pay referral fees or other compensation to us.

      --   Any transition services agreements entered into by a
           PricewaterhouseCoopers firm and us would provide that transition
           services will be provided to us at the cost of the services provided.
           In general, the terms of these agreements would not exceed three
           years.

      --   We would continue to be able to occupy office space that we currently
           share with a PricewaterhouseCoopers firm, so long as our offices
           clearly are distinguishable from the offices of the
           PricewaterhouseCoopers firms with which we share space. In general,
           at the end of a lease for any shared space, we would need to relocate
           or enter into a lease for our space directly with owner of the
           property.

      --   We and the PricewaterhouseCoopers firms would enter into, and comply
           with, the terms of the noncompete arrangements contained in the
           agreements relating to our separation.

     The terms and conditions of the final no-action letter, if issued by the
Securities and Exchange Commission, may materially differ from the terms and
conditions of the proposed no-action letter, including those discussed above.

                                        35
SELECTED FINANCIAL DATA

     The following table sets forth our selected financial data derived from our
audited combined financial statements as of and for the fiscal years ended June
30, 1999, 2000 and 2001, our unaudited combined balance sheet as of December 31,
2001, and our unaudited combined income statements before partner distributions
and benefits for the six months ended December 31, 2000, and 2001. The selected
financial data should be read in conjunction with our unaudited pro forma
combined financial statements and notes to these statements, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our combined financial statements and notes to these statements.

     Our business will be comprised of the management consulting and technology
services businesses to be transferred to us prior to the closing of this
offering by some of the firms in the PricewaterhouseCoopers network of firms or
by the partners or shareholders of some of these firms as part of our
separation. Our combined financial statements and notes to these statements,
however, contain historical financial results and assets and liabilities for
management consulting and technology services businesses of firms in the
PricewaterhouseCoopers network that are not being transferred to us as part of
our separation. Accordingly, the historical financial information set forth
below includes the financial results and assets and liabilities of businesses
that we will not own after our separation, which financial results and assets
and liabilities are not material to us. Please see "Arrangements with the
PricewaterhouseCoopers Network of Firms" for a description of our separation and
our unaudited pro forma combined financial statements and notes to these
statements for a pro forma presentation of the financial results of our
business, which excludes the financial results and assets and liabilities of
management consulting and technology services businesses that we will not own
after our separation.

     The historical financial results and assets and liabilities of the
businesses being transferred to us as part of our separation contained in our
combined financial statements do not reflect what our financial results and
assets and liabilities in the future as a separate public company will be or
what our financial results and assets and liabilities would have been had we
been a separate public company with these businesses during the periods
presented for various reasons. For example, compensation for our partners was
not reflected in our combined income statements before partner distributions and
benefits as an expense. Please see our unaudited pro forma combined financial
statements and notes to these statements, "Management's Discussions and Analysis
of Financial Condition and Results of Operations" and our combined financial
statements and notes to these statements for a more detailed discussion of these
reasons.

     We have not provided selected financial data for any period preceding the
formation of the PricewaterhouseCoopers network of firms. As further described
in the notes to our combined financial statements, the PricewaterhouseCoopers
network of firms was formed on July 1, 1998, through the combination of the
Coopers & Lybrand and Price Waterhouse global networks. Prior to July 1, 1998,
these global networks were independent of each other, had operational and
management structures that were not similar, did not have economic arrangements
between them that are comparable to the arrangement established within the
PricewaterhouseCoopers network and were not under common management.
Accordingly, we believe that there is no accounting basis for combining the
individual firms that comprised these networks in order to provide information
prior to the combination. Each of the separate firms comprising these networks
generally had differing reporting year ends, maintained its own books and
records and had differing accounting policies and methodologies. Consequently,
comparable financial information for each of the firms within these networks
cannot be reliably produced without unreasonable effort or expense, and even if
such information could be produced, we believe it would not provide meaningful
information because the information would need to be presented on a
disaggregated basis for many of the individual firms.

                                        36
SIX MONTHS ENDED
                                        FISCAL YEAR ENDED JUNE 30,             DECEMBER 31,
                                   ------------------------------------   -----------------------
                                      1999         2000         2001         2000       2001(2)
                                   ----------   ----------   ----------   ----------   ----------
                                                           (IN THOUSANDS)
INCOME STATEMENT DATA:
Revenues.........................  $6,230,609   $7,130,959   $7,481,003   $3,674,597   $3,420,333
Cost of services(1)..............   2,964,870    3,501,153    3,825,639    1,927,120    1,749,786
Reimbursables and subcontractor
  costs..........................   1,212,798    1,341,290    1,516,429      742,901      745,307
                                   ----------   ----------   ----------   ----------   ----------
     Total cost of services(1)...   4,177,668    4,842,443    5,342,068    2,670,021    2,495,093
Selling, general and
  administrative expenses(1).....   1,408,261    1,595,085    1,586,126      797,910      669,213
Goodwill amortization............      46,946       54,911       57,007       28,355       28,678
                                   ----------   ----------   ----------   ----------   ----------
     Operating income(1).........     597,734      638,520      495,802      178,311      227,349
Interest income..................       2,816        1,918        2,553        1,277        1,277
Interest expense.................     (34,816)     (47,918)     (58,553)     (31,277)     (19,629)
Other income (expense)...........          --       11,619      (15,618)       1,438          (29)
                                   ----------   ----------   ----------   ----------   ----------
Income before partner
  distributions and benefits.....  $  565,734   $  604,139   $  424,184   $  149,749   $  208,968
                                   ==========   ==========   ==========   ==========   ==========
AS OF JUNE 30,                 AS OF
                                            ------------------------------------   DECEMBER 31,
                                               1999         2000         2001          2001
                                            ----------   ----------   ----------   ------------
                                                              (IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents.................  $   39,336   $   74,352   $  110,204    $  144,552
Working capital...........................     430,969      418,527      315,217       200,525
Goodwill, net.............................     191,506      214,584      151,063       131,600
Total assets..............................   1,870,368    2,199,024    1,988,499     1,825,892
Amounts due to the PwC Network............     888,879    1,085,443    1,019,051     1,013,410
Long-term liabilities.....................     174,672      219,357      165,709       129,970
PwC Network investment....................     568,644      567,218      503,034       394,882
---------------

(1) Excludes payments for partner distributions and benefits.

(2) As of July 1, 2001, new arrangements were established for sharing cost
    between the various lines of business in the PricewaterhouseCoopers network
    of firms. See Note 4 to our unaudited financial statements for the period
    ended December 31, 2001.

                                        37
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

     The unaudited pro forma combined financial statements reported below should
be read in conjunction with our "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our combined financial
statements and the notes to these statements. The following unaudited pro forma
combined balance sheet as of December 31, 2001, and unaudited pro forma combined
income statements for the six months ended December 31, 2001, and for the fiscal
year ended June 30, 2001, have been derived from our unaudited and audited
combined financial statements. The unaudited pro forma combined financial
statements are illustrative only and do not purport to represent what our
financial position and our results of operations actually would have been had
our separation and related transactions described below occurred on the dates
indicated or what our future performance as a separate public company will be.

     The unaudited pro forma combined income statements were prepared as if our
separation and the related transactions described below, including this
offering, had occurred as of July 1, 2000. The unaudited pro forma combined
balance sheet was prepared as if our separation and the related transactions had
occurred as of December 31, 2001. The unaudited pro forma combined financial
statements give pro forma effect to a number of factors, including the
following:

      --   our separation and the related transactions described under
           "Arrangements with the PricewaterhouseCoopers Network of Firms,"

      --   the retention by the PricewaterhouseCoopers network of firms of debt
           included in "Amounts due to the PwC Network" in the combined
           financial statements,

      --   compensation and benefits under our new compensation structure that
           we would have paid to partners had we been a corporation in the
           historical periods,

      --   provision for corporate income taxes,

      --   the exclusion of the financial results and assets and liabilities of
           the management consulting and technology services businesses of
           PricewaterhouseCoopers firms that are not being transferred to us as
           part of our separation, which are not material to us, and

      --   this offering.

     The pro forma adjustments are based upon available information and
assumptions that we believe are reasonable. Please see the notes to our
unaudited pro forma combined financial statements for a more detailed discussion
of the adjustments described above and how they are presented in our unaudited
pro forma combined financial statements.

     Our unaudited pro forma combined income statements do not give effect to
one-time events directly attributable to our transition to a corporate structure
and related transactions because of their nonrecurring nature. These one-time
events include the following costs that are expected to be incurred in the
latter part of fiscal year 2002 and fiscal year 2003:

      --   costs of approximately $10 million associated with our transition to
           a corporate structure, primarily consisting of indirect taxes, such
           as capital and stamp duty, imposed on the transfer of assets,

      --   compensation costs to be incurred immediately following the closing
           of this offering of approximately $115 million resulting from the
           grant of fully vested restricted share units representing
           Class A common shares to our partners in connection with this
           offering,

      --   recognition of income tax assets, net, of approximately $62 million
           and

      --   marketing expenses of approximately $110 million to change our name
           and build a new brand identity.

     In addition, our unaudited pro forma combined financial statements do not
give effect to other separation transaction costs, such as creating separate
systems and processes.

                                        38
PwCC LIMITED
                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2001
                               --------------------------------------------------------------------------------------------------
                                                PRO FORMA             PRO FORMA
                                              ADJUSTMENTS--         ADJUSTMENTS--
                                                 EXCLUDED          TRANSITION TO A                  ADJUSTMENTS FOR    PRO FORMA
                               HISTORICAL     OPERATIONS(A)      CORPORATE STRUCTURE   PRO FORMA     THIS OFFERING    AS ADJUSTED
                               ----------   ------------------   -------------------   ----------   ---------------   -----------
                                                                         (IN THOUSANDS)
ASSETS
Current assets
 Cash and cash equivalents...  $  144,552       $ (17,407)            $      --        $  127,145      $        (r)
                                                                                                                       $
                                                                                                                (o)
                                                                                                                (p)
                                                                                                                (q)
 Short-term investments......      13,119              --                    --            13,119
 Accounts receivable.........   1,079,584         (45,746)                   --         1,033,838
 Unbilled receivables........     127,060          (8,148)                   --           118,912
 Amounts due from the PwC
   Network...................      15,579            (740)               (1,070)(g)            --
                                                                        (13,769)(h)
 Prepaid and other current
   assets....................     121,671         (16,861)               13,769(h)        118,579
 Deferred tax assets.........          --              --                62,962(f)         91,713
                                                                         28,751(j)             --
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
   Total current assets......   1,501,565         (88,902)               90,643         1,503,306
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
 Investments.................       5,178              --                    --             5,178
 Property and equipment,
   net.......................     147,431         (37,822)                   --           109,609
 Goodwill, net...............     131,600          (2,685)                   --           128,915               (p)
 Other non-current assets....      40,118          (6,185)                   --            33,933               (q)
 Deferred tax assets.........          --              --                15,710(f)         27,947               (f)
                                                                         12,237(c)             --
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
   Total non-current
     assets..................     324,327         (46,692)               27,947           305,582
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total assets..........  $1,825,892       $(135,594)            $ 118,590        $1,808,888      $
                                                                                                                       $
                               ==========       =========             =========        ==========      =========
                                                                                                                       =========
LIABILITIES AND PWC NETWORK
 INVESTMENT AND SHAREHOLDERS'
 EQUITY
Current liabilities
 Accounts payable and accrued
   liabilities...............  $  140,200       $ (24,814)            $  10,000(i)     $  208,386      $
                                                                                                                       $
                                                                         66,000(k)
                                                                         17,000(f)             --
 Accrued payroll and related
   benefits..................     109,060          (6,330)               71,878(j)        174,608
 Short-term bank
   borrowings................      32,576         (18,015)                   --            14,561
 Current portion of long-term
   debt......................       5,794            (800)                   --             4,994
 Amounts due to the PwC
   Network...................   1,013,410         (45,278)             (408,547)(g)       559,585
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total current
         liabilities.........   1,301,040         (95,237)             (243,669)          962,134
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
Long-term liabilities
 Long-term debt..............      41,789         (13,803)                   --            27,986
 Other long-term
   liabilities...............      88,181            (367)                   --            87,814
 Retirement benefits.........          --              --                30,592(c)         30,592
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total long-term
         liabilities.........     129,970         (14,170)               30,592           146,392
Minority interest............          --              --                    --                --               (n)
PwC Network investment.......     394,882         (26,187)              407,477(g)             --
                                                                         (4,636)(m)
                                                                       (771,536)(l)
Shareholders' equity
 Preferred shares(u)
 Series A junior preferred
   shares(v).................                                                                                   (r)
 Class A common shares(w)....                                                                                   (r)
 Class X common shares(x)....                                                                                   (r)
                                                                                                                (r)
 Restricted share units
   (related to Class A common
   shares)(y)................                                                                                   (s)
 Additional paid-in
   capital...................                                           (30,592)(c)       669,066               (r)
                                                                        (71,878)(j)                             (o)
                                                                        771,536(l)                              (f)
                                                                                                                (s)
 Retained earnings...........                                            61,672(f)         26,660
                                                                        (10,000)(i)
                                                                         12,237(c)
                                                                         28,751(j)
                                                                        (66,000)(k)
 Accumulated other
   comprehensive income......                                             4,636(m)          4,636
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total shareholders'
         equity..............          --              --               700,362           700,362
                               ----------       ---------             ---------        ----------      ---------
                                                                                                                       ---------
       Total liabilities and
         shareholders'
         equity..............  $1,825,892       $(135,594)            $ 118,590        $1,808,888      $
                                                                                                                       $
                               ==========       =========             =========        ==========      =========
                                                                                                                       =========
The accompanying notes are an integral part of these financial statements.
                                        39
PwCC LIMITED
                 UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FISCAL YEAR ENDED JUNE 30, 2001
                                    -----------------------------------------------------------------------------------------
                                                                   PRO FORMA
                                                                 ADJUSTMENTS--
                                                   PRO FORMA      TRANSITION                      ADJUSTMENTS
                                                 ADJUSTMENTS--       TO A                             FOR
                                                   EXCLUDED        CORPORATE                         THIS          PRO FORMA
                                    HISTORICAL   OPERATIONS(A)     STRUCTURE       PRO FORMA       OFFERING       AS ADJUSTED
                                    ----------   -------------   -------------     ----------     -----------     -----------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues..........................  $7,481,003     $(383,183)      $      --       $7,097,820      $              $
Cost of services..................   3,825,639      (332,692)        438,438(b)     3,964,695
                                                                      31,934(c)
                                                                       1,376(d)
Reimbursables and subcontractor
  costs...........................   1,516,429       (18,199)                       1,498,230
                                    ----------     ---------       ---------       ----------      ---------      ----------
  Total cost of services..........   5,342,068      (350,891)        471,748        5,462,925
Selling, general and
  administrative expenses.........   1,586,126       (90,383)         77,371(b)     1,494,200
                                                                       5,635(c)
                                                                     (56,549)(d)
                                                                     (28,000)(e)
Goodwill amortization.............      57,007        (4,277)                          52,730
                                    ----------     ---------       ---------       ----------      ---------      ----------
Operating income..................     495,802        62,368        (470,205)          87,965
Interest income...................       2,553          (191)                           2,362
Interest expense..................     (58,553)        3,096          39,764(g)       (15,693)
Other income (expense)............     (15,618)           --                          (15,618)
                                    ----------     ---------       ---------       ----------      ---------      ----------
Income before income taxes........     424,184        65,273        (430,441)          59,016
Provision for income taxes........          --            --          74,731(e)        74,731
                                    ----------     ---------       ---------       ----------      ---------      ----------
Income before minority interest...     424,184        65,273        (505,172)         (15,715)
Minority interest.................          --            --              --               --               (n)
                                    ----------     ---------       ---------       ----------      ---------      ----------
Income before partner
  distributions and benefits......  $  424,184
                                    ==========
Net income (loss).................                 $  65,273       $(505,172)      $  (15,715)     $              $
                                                   =========       =========       ==========      =========      ==========
Earnings per share:
  basic...........................                                                                                          (t)
                                                                                                                  ==========
  diluted.........................                                                                                          (t)
                                                                                                                  ==========
Weighted average number of shares:
  basic...........................                                                                                          (t)
                                                                                                                  ==========
  diluted.........................                                                                                          (t)
                                                                                                                  ==========
The accompanying notes are an integral part of these financial statements.

                                        40
PwCC LIMITED
                 UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
SIX MONTHS ENDED DECEMBER 31, 2001
                                   ----------------------------------------------------------------------------------------------
                                                  PRO FORMA           PRO FORMA
                                                ADJUSTMENTS--       ADJUSTMENTS--
                                                   EXCLUDED        TRANSITION TO A                  ADJUSTMENTS FOR    PRO FORMA
                                   HISTORICAL   OPERATIONS(A)    CORPORATE STRUCTURE   PRO FORMA     THIS OFFERING    AS ADJUSTED
                                   ----------   --------------   -------------------   ----------   ---------------   -----------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues.........................  $3,420,333     $(150,626)          $      --        $3,269,707      $              $
Cost of services.................   1,749,786      (136,707)            216,634(b)      1,842,681
                                                                         16,628(c)
                                                                         (3,660)(d)
Reimbursables and subcontractor
  costs..........................     745,307        (1,630)                 --           743,677
                                   ----------     ---------           ---------        ----------      ---------      ----------
  Total cost of services.........   2,495,093      (138,337)            229,602         2,586,358
Selling, general and
  administrative expenses........     669,213       (33,732)             38,230(b)        652,885
                                                                          2,934(c)
                                                                         (9,760)(d)
                                                                        (14,000)(e)
Goodwill amortization............      28,678        (1,608)                 --            27,070
                                   ----------     ---------           ---------        ----------      ---------      ----------
Operating income.................     227,349        23,051            (247,006)            3,394
Interest income..................       1,277           (96)                 --             1,181
Interest expense.................     (19,629)          980              13,330(g)         (5,319)
Other income (expense)...........         (29)           --                  --               (29)
                                   ----------     ---------           ---------        ----------      ---------      ----------
Income before income taxes.......     208,968        23,935            (233,676)             (773)
Provision for income taxes.......                        --              21,480(e)         21,480
                                   ----------     ---------           ---------        ----------      ---------      ----------
Income before minority
  interest.......................     208,968        23,935            (255,156)          (22,253)
Minority interest................          --            --                  --                --               (n)
                                   ----------     ---------           ---------        ----------      ---------      ----------
Income before partner
  distributions and benefits.....  $  208,968
                                   ==========
Net income (loss)................                 $  23,935           $(255,156)       $  (22,253)     $              $
                                                  =========           =========        ==========      =========      ==========
Earnings per share:
  basic..........................                                                                                               (t)
                                                                                                                      ==========
  diluted........................                                                                                               (t)
                                                                                                                      ==========
Weighted average number of
  shares:
  basic..........................                                                                                               (t)
                                                                                                                      ==========
  diluted........................                                                                                               (t)
                                                                                                                      ==========
The accompanying notes are an integral part of these financial statements.

                                        41
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

                                  (UNAUDITED)
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

     We currently have no material assets other than Class I and Class II common
shares in our subsidiary, PwC Consulting SCA. As the sole general partner of PwC
Consulting SCA and as a result of our majority voting and economic interest in
PwC Consulting SCA, we will control PwC Consulting SCA's management and
operations and, accordingly, will consolidate PwC Consulting SCA's results in
our financial statements. Our transition to a corporate structure will be
accounted for on a carryover basis.

(a)  Reflects adjustments necessary to remove the historical results of
     operations and assets and liabilities of the business process outsourcing
     operations and the management consulting and technology services businesses
     of firms in the PricewaterhouseCoopers network that are not being
     transferred to us as part of our separation.

(b)  Reflects adjustments for compensation and benefit costs totaling $254,864
     and $515,809 for the six months ended December 31, 2001, and for the fiscal
     year ended June 30, 2001, respectively, that we would have paid to our
     partners under our new compensation structure had we been a corporation
     during the historical periods. Benefit costs are medical, dental and
     payroll taxes, all of which are based on estimated costs that would have
     been incurred had these benefits been in place during the historical
     periods. As we have operated in historical periods as a series of separate
     partnerships and corporations, compensation for our partners was not
     reflected in our combined income statements before partner distributions
     and benefits as an expense. As a result, our compensation and benefits
     expense has not reflected most payments for services rendered by partners.
     Following the closing of this offering, we will include payments for
     services rendered by our partners in compensation and benefits expense. The
     new compensation structure to be adopted by us upon completion of this
     offering is comprised of both cash and equity components and a benefits
     program to be adopted as of the closing of this offering. The cash
     component will consist of a fixed element and a variable cash incentive
     element. The fixed and variable elements of the cash component and the
     benefits have been reflected in these adjustments. Compensation does not
     include the fair value of fully vested restricted share units representing
     Class A common shares to be granted at the time of this offering to all of
     our partners because of their nonrecurring nature.

     Compensation and benefit costs of partners have been allocated 85% to cost
     of services and 15% to selling, general and administrative expense for the
     six months ended December 31, 2001 and for the fiscal year ended June 30,
     2001, based upon the estimated number of partners involved in each
     activity.

(c)  Reflects an adjustment for pension expense totalling $19,562 and $37,569
     for the six months ended December 31, 2001, and for the fiscal year ended
     June 30, 2001, respectively, under our partner pension plans that will go
     into effect following the closing of this offering. We would have incurred
     this expense with respect to our partners had we been a separate public
     company during the historical periods. Since we have operated in historical
     periods as a series of separate partnerships and corporations, pension
     payments to our partners was not reflected in our combined income
     statements before partner distributions and benefits as an expense. As a
     result, our compensation and benefits expense has not reflected most
     payments for pension benefits paid to our partners. Following the closing
     of this offering, we will include pension costs for our partners in
     compensation and benefits expense. An adjustment was made to recognize a
     pension liability for certain of our partners of $30,592 upon our
     separation. A deferred income tax asset of $12,237 has been recorded
     related to these accrued benefits.

     Compensation and benefit costs of partners have been allocated 85% to cost
     of services and 15% to selling, general and administrative expense for the
     six months ended December 31, 2001 and for the fiscal year ended June 30,
     2001, based upon the estimated number of partners involved in each
     activity.

(d)  We currently receive services from various firms in the
     PricewaterhouseCoopers network for which costs are incurred and accumulated
     and charged to us and the other businesses conducted by the
     PricewaterhouseCoopers firms using an allocation methodology. These
     services include infrastructure and support services such as occupancy,
     technology services, knowledge management, human resources,

                                        42
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--(CONTINUED)

     training, finance and accounting information services, marketing and
     business development, risk management and practice protection and firm-wide
     management. Most of these costs are included within our selling, general
     and administrative expenses. Prior to July 1, 2001, our share of these
     costs was allocated to us using various bases including relative revenues,
     headcount, square footage and other measures. Beginning July 1, 2001, we
     entered into arrangements with the PricewaterhouseCoopers firms to allocate
     these costs differently. Under these arrangements, the
     PricewaterhouseCoopers network allocates costs to us on the basis of actual
     costs, when available, or a reasonable substitute, such as relative
     revenues, headcount, square footage or other bases.

     Prior to our separation from the PricewaterhouseCoopers network of firms,
     we or our subsidiaries will enter into a number of agreements relating to
     some of our basic processing and infrastructure services that the
     PricewaterhouseCoopers firms will provide to us. These agreements will take
     effect following our separation for periods of up to three years. In
     general, we will be provided these services at the cost incurred by the
     various PricewaterhouseCoopers firms in providing these services, which we
     believe is consistent with the bases upon which costs have been allocated
     to us since July 1, 2001.

     The types of services we will continue to receive include infrastructure,
     technology solutions, knowledge management, human resources, training,
     finance and accounting information services and other services. In general,
     we will be able to terminate our agreements with the PricewaterhouseCoopers
     firms on relatively short notice, but we may face termination costs in some
     circumstances. Please see "Arrangements with the PricewaterhouseCoopers
     Network of Firms -- Transition Services Agreements" for a description of
     the terms and conditions of these agreements.

     The cost of services to be incurred after our separation are expected to
     approximate the cost of services charged under the arrangements in effect
     from July 1, 2001, to the completion of this offering and be less than the
     service costs incurred under the arrangements prior to July 1, 2001. The
     total decrease in costs is $35,563, ($4,556) of which reflects an increase
     in cost of services and $40,119 of which reflects a decrease in selling,
     general and administrative costs for the year ended June 30, 2001.

     Our business process management services business has historically operated
     on a stand-alone basis. We have been charged for firm-wide management,
     technology services, human resources, finance and accounting, marketing and
     business development, risk management and practice protection services by
     the PricewaterhouseCoopers network of firms based on an allocation
     methodology. Because our business process management services business will
     no longer be charged for these costs under the transition services
     agreements upon our separation from the PricewaterhouseCoopers network of
     firms, we have made a pro forma adjustment to eliminate such costs
     amounting to $13,420 ($3,660 related to cost of services, $9,760 related to
     selling, general and administrative costs) and $19,610 ($3,180 related to
     cost of services, $16,430 related to selling, general and administrative
     costs) for the six months ended December 31, 2001, and for the fiscal year
     ended June 30, 2001, respectively.

(e)  Reflects an adjustment for an estimated income tax provision as if we had
     operated in a corporate structure. Pro forma income tax totals $21,480 and
     $74,731 for the six months ended December 31, 2001, and for the fiscal year
     ended June 30, 2001, respectively, after pro forma adjustments to eliminate
     actual entity-level taxes incurred prior to our separation for the six
     months ended December 31, 2001, and the fiscal year ended June 30, 2001, of
     $14,000 and $28,000, respectively. The pro forma effective income tax rate
     reflects a number of non-deductible items, including goodwill amortization
     expense, the non-deductible portion of meals and entertainment expense and
     non-deductible operating losses. As a series of separate partnerships and
     corporations, we generally were not subject to income taxes. However, some
     countries were subject to income taxes in their local jurisdictions, which
     historically have been reflected in selling, general and administrative
     costs. The effective tax rate in the periods presented would not be
     materially affected if we were organized in the United States instead of
     Bermuda.

(f)  Reflects an adjustment to establish deferred income tax assets and
     liabilities and current income taxes payable in connection with the
     transition to a corporate structure. Adjustment of $61,672 includes

                                        43
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--(CONTINUED)

     $78,672 related to future income tax benefits ($62,962 in deferred income
     tax assets -- current, $15,710 in deferred income tax
     assets -- non-current) and $17,000 of current income taxes payable that
     resulted from our transition to a corporate structure and $       related
     to future income tax benefits arising from our separation from the
     PricewaterhouseCoopers network of firms.

(g)  Reflects an adjustment of $408,547 for the retention by the
     PricewaterhouseCoopers network of firms of debt included in amounts due to
     the PwC Network. In addition, an adjustment to eliminate $13,330 and
     $39,764 for the six months ended December 31, 2001, and for the fiscal year
     ended June 30, 2001, respectively, of related interest expense. We expect
     to enter into new credit facilities, however, following this offering.
     Amounts will remain due to the PricewaterhouseCoopers firms related to
     accounts payable, accrued payroll and other accrued liabilities after our
     separation.

(h)  Reflects an adjustment of $13,769 to reclassify PwCC partner loans included
     in amounts due from the PwC Network.

(i)  Reflects an adjustment for estimated transaction costs totaling $10,000
     consisting primarily of indirect taxes such as capital and stamp duty
     imposed on the transfer of assets in connection with our transition to a
     corporate structure.

(j)  Reflects an adjustment to recognize accrued benefits for our partners
     consisting of accrued vacation of $53,000 and accrued severance of $18,878
     upon our separation. A deferred income tax asset of $28,751 has been
     recorded related to these accrued benefits.

(k)  Reflects a net adjustment of $66,000 for the estimated costs totaling
     $110,000 to be incurred in fiscal years 2002 and 2003 to change our name
     and build a new brand identity net of a reduction of current taxes payable
     of $44,000.

(l)  Reflects the transfer of $771,536 from PwC Network investment to additional
     paid-in capital.

(m)  Reflects adjustment of $4,636 to transfer accumulated other comprehensive
     income, which principally is comprised of foreign currency translation
     adjustments and unrealized gains and losses on available for sale
     securities, from PwC Network investment to shareholders' equity.

(n)  Reflects an initial assumed      % minority interest ownership for Class I
     common shares in PwC Consulting SCA held by our partners, firms in the
     PricewaterhouseCoopers network and partners and shareholders of some other
     firms in the network, if applicable, and for exchangeable shares issued by
     subsidiaries of PwC Consulting SCA held by our partners and the
     PricewaterhouseCoopers network of firms located in Canada, and, possibly,
     other countries immediately prior to the consummation of this offering. The
     minority interest percentage will be reduced to      % because PwC
     Consulting SCA will issue an equivalent number of shares to us when we
     issue our Class A common shares in connection with this offering.

(o)  Adjustment to record an estimated cash payment of        to partners of the
     PricewaterhouseCoopers firm in some countries to redeem        shares of
     PwC Consulting SCA held by the partners.

(p)  Adjustment to record cash acquisitions of PricewaterhouseCoopers management
     consulting and technology services businesses that are not included, as of
     May 1, 2002, in the separation transition.

(q)  Adjustment to record loans to partners to pay personal income tax
     liabilities arising from the transition to a corporate structure and this
     offering. These loans are repayable within      years of the closing of
     this offering and bear interest at a rate of      %.

(r)  Adjustment to record issuance of      million Class A common shares and
          million Class X common shares to the public, our partners, firms in
     the PricewaterhouseCoopers network and partners and shareholders of some
     other firms in the network, resulting in net proceeds of $          .

(s)  Adjustment reflects the grant of restricted share units to our partners. We
     recognize compensation expense for share-based compensation awards in
     accordance with Accounting Principles Board Opinion

                                        44
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--(CONTINUED)

     No. 25, "Accounting for Stock Issued to Employees." Under the measurement
     principles of APB No. 25 and Financial Interpretation Number 44,
     "Accounting for Certain Transactions Involving Stock Compensation--an
     Interpretation of APB 25," we will recognize compensation expense of
     $       (       restricted share units that vest upon grant at the assumed
     initial offering price of $       per share plus $       in payroll taxes)
     in respect of the portion of restricted share units that are fully vested
     on the date of the grant and a deferred income tax benefit of $       . See
     "Management--Partner Compensation" for a more detailed description of our
     partner compensation.

 (t) For the purposes of the pro forma earnings per share calculation, the
     weighted average shares outstanding, basic and diluted, were calculated as
     set forth below:
PRO FORMA AS ADJUSTED
                                  --------------------------------------------
                                   FISCAL YEAR ENDED        SIX MONTHS ENDED
                                     JUNE 30, 2001         DECEMBER 31, 2001
                                  --------------------    --------------------
     COMMON SHARE ISSUANCES        BASIC      DILUTED      BASIC      DILUTED
--------------------------------  --------    --------    --------    --------
Class A common shares...........
Restricted share units..........
New shares from this offering...
Basic and diluted earnings per share are calculated as set forth below:
PRO FORMA AS ADJUSTED
                                              --------------------------------------
                                              FISCAL YEAR ENDED    SIX MONTHS ENDED
          BASIC EARNINGS PER SHARE              JUNE 30, 2001      DECEMBER 31, 2001
--------------------------------------------  -----------------    -----------------
Net income..................................
Weighted average shares outstanding.........
Basic earnings per share....................
PRO FORMA AS ADJUSTED
                                              --------------------------------------
                                              FISCAL YEAR ENDED    SIX MONTHS ENDED
         DILUTED EARNINGS PER SHARE             JUNE 30, 2001      DECEMBER 31, 2001
--------------------------------------------  -----------------    -----------------
Net income..................................
Adjustments:
  Minority interest.........................
Income before minority interest.............
Weighted average shares outstanding.........
Diluted earnings per share..................
------------

 (u) Reflects        shares authorized, zero shares issued and outstanding and
     zero shares issued and outstanding pro forma and outstanding pro forma as
     adjusted.

 (v) Reflects par value of $0.0001 per share,        shares authorized,
     shares issued and outstanding pro forma and        shares issued and
     outstanding pro forma as adjusted.

 (w) Reflects par value of $0.0001 per share,        shares authorized,
     shares issued and outstanding pro forma and        shares issued and
     outstanding pro forma as adjusted,

 (x) Reflects par value of        per share,        shares authorized,
     shares issued and outstanding pro forma and        shares issued and
     outstanding pro forma as adjusted,

 (y) Reflects        restricted share units issued and outstanding pro forma and
            restricted share units issued and outstanding pro forma as adjusted.

                                        45
MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     You should read the following discussion in conjunction with our unaudited
pro forma combined financial statements and related notes and our combined
financial statements and related notes. Our fiscal year ends on June 30. This
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements. Please see "Disclosure Regarding
Forward-Looking Statements" for a discussion of the uncertainties, risks and
assumptions associated with these statements.

OVERVIEW

     We are one of the world's leading providers of management consulting and
technology services. We operate globally with a consistent approach to serving
our clients, which allows us to execute complex engagements on a global,
regional and local basis. We principally track and manage our business according
to the following four geographic units, which we refer to as theatres: the
Americas, EMEA, Asia Pacific and SOACAT. The countries that comprise these
theatres are listed under "Business -- Overview." We achieve our consistent
approach through the application of our common methodologies, training programs
and our operating model. Our client service staff in each theatre specialize in
one of five industry groups and one of seven service areas, which we refer to as
our solution areas.

     SEPARATION FROM THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS

     We were incorporated on March 27, 2002, and currently have no material
activities, assets or liabilities. Until our separation from the
PricewaterhouseCoopers network, which will occur immediately prior to the
closing of this offering, our business will continue to be part of the
management consulting and technology services businesses of firms in the
PricewaterhouseCoopers network. The PricewaterhouseCoopers network of firms is a
group of separate firms that provide various services, including accounting,
auditing and tax services as well as management consulting and technology
services, to businesses and other organizations. Although these firms share a
name, a common management oversight team and common strategies and operational
standards, most of the firms in the PricewaterhouseCoopers network are owned by
their local partners or shareholders. As part of our separation, management
consulting and technology services businesses representing approximately 95% of
our revenues for fiscal year 2001 will be transferred to us.

     The management consulting and technology services businesses being
transferred to us are a result of a combination on July 1, 1998, of the Coopers
& Lybrand and Price Waterhouse global accounting, tax and consulting networks.
As part of this combination, substantially all of the individual Coopers &
Lybrand and Price Waterhouse firms merged. The transactions did not result in a
legal combination of the separate individual firms of Coopers & Lybrand and
Price Waterhouse into one legal firm on a global basis with separate subsidiary
partnerships, but rather resulted in the combination of the various partnerships
on a country-by-country or region-by-region basis and the establishment of a
network of combined firms which sought to coordinate strategy, branding and
standards of operation on a global basis under a common management oversight
team. The various firms that make up the PricewaterhouseCoopers network
generally hold their respective management consulting and technology services
businesses as unincorporated business units within the respective firms or, in
some cases, as subsidiary entities of the respective firms.

     Because of our transition to a corporate structure and for the reasons
described in this section, the historical financial results and assets and
liabilities of the businesses being transferred to us as part of our separation
contained in our combined financial statements do not reflect what our financial
results and assets and liabilities in the future as a separate public company
will be or what our financial results and assets and liabilities would have been
had we been a separate public company with these businesses during the periods
presented. In addition, our combined financial statements reflect the historical
financial position, results of operations and cash flows of all the management
consulting and technology services businesses of the

                                        46
PricewaterhouseCoopers network of firms, including the businesses which will not
be owned by us. Furthermore, upon our separation, we will operate as a public
company in an environment that is different from the environment that we have
operated in during the periods presented in our combined financial statements,
particularly with respect to the independence-related issues described below.

     We have discussed below some items, transactions or situations that will
affect our financial statements when we operate as a public company and are not
reflected in our combined financial statements. In particular, in connection
with our separation and transition to a corporate structure, we will incur
charges relating to a number of nonrecurring items during fiscal years 2002 and
2003. As a result, we expect these items to substantially reduce our net income
for fiscal years 2002 and 2003 and that this effect will be particularly
significant in the fiscal quarter ending September 30, 2002. Please refer to our
unaudited pro forma combined financial statements and notes to these statements
for a pro forma presentation of the financial results and assets and liabilities
of our business which gives pro forma effect to, among other things, some
aspects of our transition to a corporate structure such as reflecting
compensation and benefits to our partners, and the exclusion of management
consulting and technology services businesses that are not being transferred to
us.

     RECENT TRENDS IN OUR BUSINESS

     The level of economic activity in the geographic theatres, countries and
regions we serve is the primary factor affecting our revenues. In addition,
changes in the industry and business environment and practices of our clients
drive the demand for the management consulting and technology services we
provide. The worldwide economic downturn which began in fiscal year 2001 has
affected the operations of many of our clients leading them to reduce their
spending on management consulting and technology services projects. In addition,
since late 2000 we have faced increasing difficulty in winning new engagements
from clients that are audited by PricewaterhouseCoopers firms due to rules and
regulations regarding the independence of accountants from audit clients and the
additional attention being paid to auditor independence as a result of the Enron
situation. These factors have negatively impacted our results of operations for
fiscal year 2001 and the first half of fiscal year 2002.

     In the second half of fiscal year 2002, we are experiencing a substantial
decline in the level of our new business activity for both audit clients of
PricewaterhouseCoopers firms and non-audit clients, as measured by bookings.
Bookings is the amount we expect to realize in net revenues over the life of an
engagement for which we have entered into a contract with our client. We believe
that this decline is primarily due to the following factors:

     - the impact of the Enron situation and the new auditor independence rules,
       as discussed below,

     - reduced demand generally for management consulting and technology
       services and

     - increased competition for new engagements.

     Although new bookings are indicative of future net revenues expected to be
derived from our new engagements, changes in the level of our net revenues lag
changes in the level of our new bookings. The period in which we will recognize
net revenues from a new engagement varies depending on the type and duration of
each engagement. We estimate that our net revenues in any fiscal year,
historically, have been comprised primarily of bookings in the current fiscal
year, the prior fiscal year and, to a much lesser extent, the fiscal year
preceding the prior fiscal year. As a result, we expect the current decline in
our new bookings will cause our net revenues to decline in the second half of
fiscal year 2002 and at least the first six months of fiscal year 2003 as
compared to the applicable prior fiscal periods.

                                        47
AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION AND THE IMPACT ON OUR
     BUSINESS

     We believe we are experiencing the adverse effects of the
independence-related issues and the Enron situation worldwide. We have described
the auditor independence rules, the Enron situation and more details of the
impact on our business under "Auditor Independence Rules, the Enron Situation
and the Proposed SEC No-Action Letter" and "Business -- Auditor Independence
Rules, the Enron Situation and the Impact on Our Business." We believe the
impact on our business from independence-related issues and the Enron situation
is illustrated by the difficulty we are having obtaining new engagements in the
United States, where we have been most significantly affected to date, from
audit clients of PricewaterhouseCoopers firms, as evidenced by a recent trend in
our new bookings to these clients in our Americas theatre. Historically, we have
not identified within our bookings system, as described below, whether a client
also is an audit client of a PricewaterhouseCoopers firm. However, in order to
better measure the effect of the auditor independence rules and the Enron
situation in the Americas theatre, we have identified the audit or non-audit
status for clients generating approximately 90% of the new bookings in the
Americas theatre that have been entered into our bookings system since July 1,
2001. We estimate that average monthly new bookings to clients in the Americas
theatre that we have identified as audit clients of PricewaterhouseCoopers firms
were approximately 57% lower in the fiscal quarter ended March 31, 2002, as
compared to the six months ended December 31, 2001. We expect the level of new
business we are awarded from PricewaterhouseCoopers audit clients worldwide will
continue to decline through at least the remainder of fiscal year 2002, with a
possibility of reversal beginning only after we complete our separation.

     We expect that we will experience the negative effects of
independence-related issues on our revenues beyond fiscal year 2003, primarily
for three reasons. First, we believe that it may take six to twelve months for
us to reestablish our working relationships with affected clients and identify
new opportunities to provide our services. This timing is due in part to our
clients' budget cycles and the varying lead times for obtaining engagements. Our
competitors have had opportunities to strengthen their relationships through the
work and new engagements we were denied. Second, as discussed above, our net
revenues lag new bookings. Accordingly, we will not experience an increase in
net revenues from new engagements to PricewaterhouseCoopers audit clients after
the completion of this offering for a period of time after new bookings are
made. Third, a significant portion of our bookings in any year is from
engagements that are add-on phases to existing engagements. At the time we close
this offering, we will have had substantially reduced bookings from these
clients for at least seven months. As a result, net revenues in future fiscal
years will be adversely affected by depressed bookings in fiscal year 2002 and
the first part of fiscal year 2003. Our profitability will decline if our net
revenues decline and we are unable to adequately reduce our costs.

     We track the level of our new business activity through a bookings system,
which is accessible by our client service staff on a worldwide basis. This
system also tracks potential bookings for engagements that we are pursuing.
While we use this system as an important day-to-day management tool, it is not a
financial accounting system. Future net revenues for an engagement may not match
the amount of bookings reflected in the bookings system for a number of reasons,
including inaccurate estimates of work required to complete an engagement,
alteration in the scope of an engagement and cancellation or termination of an
engagement. Although our level of bookings is an indication of how our business
is performing, we do not characterize our bookings, or our engagement contracts
associated with new bookings, as backlog because our engagements can generally
be cancelled or terminated on short notice.

     SERVICES THE PRICEWATERHOUSECOOPERS FIRMS PROVIDE TO US

     We currently receive services from various firms in the
PricewaterhouseCoopers network for which costs are incurred and accumulated and
charged to us and the other businesses conducted by the PricewaterhouseCoopers
firms using allocation methodologies. These services include infrastructure and
support services such as occupancy, technology services and software and
processing services, knowledge management, human resources, training, finance
and accounting information services, marketing and business development, risk
management and practice protection and firm-wide management. Most of these costs
are included in our selling, general and administrative expenses. Prior to July
1, 2001, our share of these costs was

                                        48
allocated to us using various bases designed to estimate actual costs, including
relative revenues, headcount, square footage and other measures. Beginning July
1, 2001, we entered into arrangements with the PricewaterhouseCoopers firms to
allocate these costs according to use or consumption based on actual direct
costs, when available, plus overhead costs. When actual direct costs are not
available, costs are allocated based on an estimate of actual costs. Other
firm-wide infrastructure costs are allocated to us primarily on the basis of
headcount. The PricewaterhouseCoopers firms will no longer charge us after our
separation for the costs of services we can provide internally or costs no
longer relevant to our operations as a separate public company.

     Prior to our separation, we or our subsidiaries will enter into a number of
agreements relating to some of our basic processing and infrastructure services
that the PricewaterhouseCoopers firms will provide to us. These agreements will
take effect following our separation for periods of up to three years. In
general, we will be provided these services at the cost incurred by the various
PricewaterhouseCoopers network of firms in providing these services, which we
believe is consistent with the bases upon which costs have been allocated to us
since July 1, 2001. The types of services we will continue to receive include
infrastructure, technology solutions, knowledge management, human resources,
training, finance and accounting information services and other services. In
general, we will be able to terminate our agreements with the
PricewaterhouseCoopers firms on relatively short notice, but we may face
termination costs in some circumstances. Please see "Arrangements with the
PricewaterhouseCoopers Network of Firms--Transition Services Agreements" for a
description of the terms and conditions of these agreements. Costs that have
been allocated to us in the past that will no longer be charged to us following
our separation include costs associated with firm-wide management, risk
management and practice protection, marketing and business development, interest
expense and taxes.

     ACCOUNTING MATTERS RELATING TO OUR SEPARATION AND TRANSITION TO A PUBLIC
COMPANY

     INTEREST EXPENSE.  In a number of countries and regions, the management
consulting and technology services businesses in the PricewaterhouseCoopers
network are operated through legal entities that are separate and distinct from
the other PricewaterhouseCoopers businesses in the same country or region. In
these countries or regions, some of these separate businesses have their own
long-term or short-term borrowings from banks. We generally plan to retain or
renew these borrowings following our separation. In other countries and regions,
the PricewaterhouseCoopers firms historically have incurred debt that has been
used to partially fund our operations, and we have been allocated our share of
the debt and corresponding interest expense incurred by the
PricewaterhouseCoopers firms. As a public company, our interest expense may be
higher or lower than that reflected in our combined income statement before
partner distributions and benefits and will be dependent on our future cash
needs and the terms we can obtain on existing and additional debt facilities.

     BENEFIT OBLIGATIONS.  Our partners and other employees generally have been
included in various retirement and postretirement benefit plans as well as other
employee benefit plans, such as health insurance, sponsored by the various
PricewaterhouseCoopers firms. The cost of these plans for employees, excluding
partners, is allocated to us from the PricewaterhouseCoopers network of firms
based on headcount. This cost is included in cost of services in our combined
statements of income before partner distributions and benefits. The costs of
these benefits for our partners are not included in our combined statements of
income before partner distributions and benefits. The PricewaterhouseCoopers
firms will retain most of the liabilities accrued under these plans through the
date of our separation, including the retirement and post retirement plans, for
our partners and employees. The assets and liabilities of these plans for our
partners and for our non-partner employees are not reflected in our combined
balance sheets, except the assets and liabilities of these plans for non-partner
employees in effect in Norway and Belgium, which will be transferred to us on
completion of our separation.

     There are a limited number of benefit plans established exclusively for
partners and employees of the management consulting and technology services
businesses in the PricewaterhouseCoopers network of firms that will be
transferred to us on completion of our separation, as reflected in our unaudited
pro forma combined financial statements. We will establish new employee benefit
plans for our partners and other employees to be in effect after this offering.
To the extent required in the future under applicable professional

                                        49
accounting standards, the assets, liabilities and costs of these plans will be
recognized in our financial statements.

     INCOME TAXES.  The majority of the management consulting and technology
services businesses being transferred to us are currently part of entities that
are organized as partnerships. Under this structure, we have not historically
incurred significant corporate income tax since taxes related to income earned
by the partnership are the responsibility of the individual partners. Therefore,
our combined financial statements do not reflect the current and deferred income
tax liabilities that we would have incurred as a corporation. Historically, when
we have incurred tax expense at an entity level, we have reflected these
expenses in selling, general and administrative costs. Following our separation
and our transition to a public company, we will be subject to corporate tax on
our income and will record the related current and deferred income tax assets or
liabilities.

     PARTNERSHIP INCOME BEFORE PARTNER DISTRIBUTIONS.  Our combined financial
statements reflect the combination of the management consulting and technology
services businesses of partnerships and corporations in the
PricewaterhouseCoopers network of firms. Historically, partners have received
distributions of income that include indistinguishable components of ownership
and compensation, rather than salaries. Accordingly, our combined income
statements before partner distributions and benefits do not reflect any
compensation for services rendered by our partners. Upon the completion of our
separation, partner compensation will consist of both cash and equity components
and employee benefits under programs that will be adopted upon our separation.
The related costs generally will be reflected in our income statement as cost of
services.

     STOCK OPTIONS AND RESTRICTED SHARE UNITS.  At the time of the closing of
this offering, we will grant restricted share units representing Class A common
shares to our partners. We will recognize compensation expense of approximately
$115 million from these restricted share unit awards, which will be fully vested
at the closing of this offering. See "Management--Partner Compensation" for a
description of these awards. At the closing of this offering and in the future,
we plan to grant stock options as incentives to our employees. We generally will
not recognize compensation expense upon the granting of these options because
the exercise price of these options will be equal to the price of our Class A
common shares at the date of grant. As we grant stock options, the number of
Class A common shares outstanding for purposes of calculating our earnings per
Class A common share will increase.

     SEPARATION AND TRANSACTION COSTS.  In connection with our separation, we
expect to incur a number of one-time expenses in the last two quarters of fiscal
year 2002 and in fiscal year 2003 relating to our transition to a public
company. We expect these costs to be in the range of $250 million and $350
million. These costs will include separation transaction costs, such as transfer
taxes, costs associated with changing and marketing our new name and costs
associated with creating separate systems and processes, excluding capital
costs. These amounts are based on estimates and assumptions that management
believes are reasonable. It is possible, however, that actual amounts may be
higher or lower.

     RESTRUCTURING CHARGE.  We currently are engaged in a comprehensive review
of our operations in Europe, the Middle East and Africa, including our
structure, services and market segment areas served. As a result, we expect to
record a charge of approximately $50 million in the fourth quarter of fiscal
year 2002 in connection with aligning our resources appropriately. We expect
that this charge will result in a usage of cash, which will be funded through an
increase in amounts due to the PricewaterhouseCoopers network of firms.

     EXPANDED SERVICE INITIATIVES.  We plan to grow our application management
and business process management services. Contracts for these services generally
have longer terms, generate larger fees and require significantly greater
up-front capital and infrastructure investments than other parts of our
business. These engagements also often have contingent fee arrangements tied to
cost savings or other performance measures. These activities will result in
greater amounts of financial risk to us resulting from:

      --   a more complex estimation process for recognizing revenues on
           contingent fee arrangements,

      --   an increased risk of change to estimates of engagement profitability
           on longer-term contracts,

                                        50
--   an increased credit risk associated with longer term contracts and

      --   an amount of loss possible from an unprofitable engagement due to the
           significance of up-front capitalized costs.

     Our gross margin may decline as a result of the lower margins that are
customary in the outsourcing industry or actions we take to increase market
share.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We believe our most critical accounting policies or principles upon which
significant judgments and estimates are used in the preparation of our combined
financial statements include revenue recognition, the determination of allowance
for bad debts and unbilled receivables and goodwill impairment.

     REVENUE RECOGNITION.  We recognize revenues as we perform services for our
clients. Revenues are primarily recognized based on hours worked and, where
applicable, reimbursables and subcontractor costs incurred. Periodically, we
review ongoing engagements to assess our estimates of expected revenue per hour.
If we determine that the estimated revenue per hour has changed on an
engagement, we adjust the revenues recognized to date for the cumulative effect
of the change. The adjusted revenue per hour is then used to recognize revenues
over the remainder of the engagement. Circumstances that could cause our revenue
per hour to change include:

     - changes in estimates of time required to complete an engagement,

     - changes in the mix of staff expertise required for the engagement,

     - changes in or amendments to the engagement contract and

     - changes in other circumstances.

     Our long-term business process management services contracts represent
approximately 1%, 3% and 7% of our revenues for the years ending June 30, 1999,
2000 and 2001, respectively, and 7% and 8% for the six months ended December 31,
2000 and 2001, respectively. These revenues are recognized as services are
performed in accordance with the engagement contracts. Where estimated cost of
services are expected to exceed estimated total revenues of the contract, we
recognize a loss at that time. Business process management services contracts
are generally large, multi-year duration contracts.

     We have a few contracts where an insignificant amount of revenues is
contingent on achievement of a milestone, such as cost savings.

     ALLOWANCE FOR BAD DEBTS.  We record an allowance for uncollectible accounts
receivable based on their age and specific identification. All amounts greater
than 270 days past due are fully reserved and balances greater than 180 days
past due are reserved at 50%. These percentages are based on historical
collection percentages and bad debt experience. We also provide for allowances
on specific accounts receivable balances before they are greater than 180 days
past due where such amounts are determined to be uncollectible. These allowances
are evaluated and adjusted as more information about the ultimate collectability
of the receivable becomes known. Unbilled receivables are reserved when
collectability is doubtful on a specific identification basis. If our hours
charged and expenses are not paid by our clients, future provisions against the
collectability of those receivables will be incurred.

     GOODWILL IMPAIRMENT.  We assess the impairment of goodwill whenever events
or significant changes in circumstances indicate that the carrying value may not
be recoverable. Factors which we consider important that would cause us to
perform an impairment review include significant underperformance relative to
historical results or to forecasted operating results and significant negative
industry or economic trends. If we determine that the carrying value of goodwill
may not be recoverable based on the existence of one of these factors, then we
will assess impairment based on a projection of undiscounted future cash flows
related to the business or businesses acquired and measure the amount of
impairment based on fair value. Net goodwill was $132 million at December 31,
2001.

                                        51
Statement of Financial Accounting Standards No. 142 will be effective for
us as of July 1, 2002. At that time, we will cease to amortize goodwill that
exists as of June 30, 2002. Goodwill amortization amounted to $47 million, $55
million and $57 million for the fiscal years ended June 30, 1999, 2000 and 2001,
respectively, $28 million and $29 million for the six months ended December 31,
2000 and 2001, respectively. In lieu of amortization, we will be required to
perform an initial impairment review of our goodwill as of July 1, 2002, and an
annual impairment review thereafter. We are in the process of studying the
effects of our application of SFAS 142, and we cannot predict whether or not a
material impairment charge will be recorded.

     ALLOCATED COSTS.  We currently receive services from various firms in the
PricewaterhouseCoopers network for which costs are incurred and accumulated and
charged to us and the other businesses conducted by the PricewaterhouseCoopers
firms using an allocation methodology. These services include infrastructure and
support services such as occupancy, technology services, knowledge management,
human resources, training, finance and accounting information services,
marketing and business development, risk management and practice protection and
firm-wide management. Most of these costs are included within our selling,
general and administrative expenses. Prior to July 1, 2001, our share of these
costs was allocated to us using various bases including relative revenues,
headcount, square footage and other measures.

     Beginning July 1, 2001, we entered into arrangements with the
PricewaterhouseCoopers firms to allocate these costs. Under these arrangements,
we are charged for use or consumption based on actual direct costs when
available, plus overhead costs. When actual direct costs are not available,
costs are allocated based on factors designed to estimate actual costs. Other
firm-wide infrastructure costs are allocated to us primarily on the basis of
headcount. The PricewaterhouseCoopers firms will no longer charge us after our
separation for the costs of services we provide internally or costs no longer
relevant to our operations as a separate public company.

     Different methodologies are acceptable for allocating costs. We believe
that the allocation methodologies are reasonable. Utilizing a different
methodology from the method described above could result in different amounts of
allocated costs.

SEGMENTS

     Operating segments are defined as components of an enterprise for which
separate financial information is regularly available and evaluated by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. Our reportable operating segments are
the four geographic units described above, which we refer to as theatres.
Geographic theatres are managed on the basis of revenues after deducting
reimbursables and subcontractor costs, or net revenues, because management
believes it is a better indicator of performance than revenues including
reimbursables and subcontractor costs. Generally, cost of services for each
theatre have similar characteristics and are subject to the same drivers,
pressures and challenges. Most operating expenses apply to all segments. The
relationship of expenses to net revenues, however, may vary between segments.
Historically, we have tracked our segments using a financial measure called
contribution to profit. Contribution to profit is based on operating income and
excludes the cost of employees not assigned to segments, centralized training
program and development costs and worldwide business development initiatives as
well as other infrastructure and firm-wide management costs not allocated to
segments.

FINANCIAL STATEMENT PRESENTATION

     REVENUES.  We derive substantially all of our revenues from contracts for
management consulting and technology services that we perform for our clients.
We also derive a portion of our revenues that is not significant from the resale
of technology products to our clients. Revenues are recognized as described
above under "--Critical Accounting Policies and Estimates--Revenue Recognition."
Reimbursables and subcontractor costs, including those relating to travel and
other out-of-pocket expenses, and other similar third-party costs, such as the
cost of hardware and software resale, are included in revenues and an equivalent
amount of reimbursables and subcontractor costs are included in our cost of
services.

                                        52
Each contract has different terms based on the scope, deliverables and
complexity of the engagement. Contracts for business process management services
are typically large dollar, long duration contracts. Currently, most of our
contracts do not have incentive-based or other pricing terms that condition our
fee on our ability to deliver defined goals. In the future, we plan to enter
into engagements that include new types of fee arrangements, such as
arrangements where we would receive a share of cost savings realized as a result
of our work. Revenue recognition under these contracts will generally be based
on the facts and circumstances of each contract.

     Most of our contracts are terminable by our clients on short notice and
without penalty. Normally, if a client terminates a project, the client remains
obligated to pay for services performed and reimbursable expenses incurred by us
through to the date of termination.

     COST OF SERVICES.  Cost of services represents the direct costs incurred to
provide services to our clients. Historically, these costs include compensation
and benefits for client service staff, other than our partners, and recruiting
and training costs. These costs also include staff training materials,
technology and technology support costs. After our separation, compensation and
the cost of benefits for our client service partners also will be included in
cost of services. Cost of services is primarily driven by the number of our
client service staff and their compensation. We attempt to manage our workforce
to enable us to meet the anticipated level of demand for our services.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables are amounts charged
to clients for expenses we incur in delivering services to our clients. Our
client service staff are required to live away from home for periods of time and
primarily incur these expenses during these periods, including expenses for
travel, accommodation, meals and other cost-of-living expenses. Reimbursables
also include facilities and equipment expenses incurred for a particular
engagement. Subcontractor costs are incurred when we engage client service staff
who are not directly employed by us to help deliver services to our clients.

     GROSS PROFIT.  We define our gross profit as net revenues less cost of
services. Our gross profit is primarily a function of hours charged to clients
by our client service staff, the average rate charged per hour of services
provided, the number of our client service staff and their related compensation
and benefits and our utilization rate. Our utilization rate is the number of
hours charged to clients by our client service staff divided by the total
available working hours of all our client service staff. Historically, partner
distributions have not been included in cost of services. Following our
separation, however, compensation and the costs of benefits for our partners
will be included in cost of services.

     The hourly rates we are able to charge for our services are affected by a
number of factors, including:

      --   introduction of new services or products by us or our competitors,

      --   general economic conditions,

      --   our clients' perception of our ability to add value through our
           services and

      --   competition, including pricing policies of our competitors.

     Our utilization rates are also affected by several factors, including:

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

      --   our ability to forecast demand for our services and thereby maintain
           an appropriate number of client service staff to serve forecasted
           demand,

      --   our ability to manage headcount turnover and

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

                                        53
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses are costs incurred in supporting our client service
staff as well as costs of marketing, infrastructure, business management and
other support. Historically, a significant portion of selling, general and
administrative expenses have been represented by an allocation of costs incurred
by the PricewaterhouseCoopers firms in the coordination and management of the
global network.

     CONTRIBUTION TO PROFIT.  For operating segment purposes, we have
historically measured our results based on net revenues less costs of services
and selling, general and administrative costs, excluding allocated and other
global costs.

     OPERATING INCOME.  Operating income is income from revenues after
subtracting cost of services, selling, general and administrative expenses and
goodwill amortization.

     INTEREST INCOME.  Interest income is interest earned on cash and cash
equivalents.

     INTEREST EXPENSE.  Interest expense is interest incurred on our short and
long-term external debt and historically, interest incurred on debt allocated to
us by PricewaterhouseCoopers firms.

     OTHER INCOME (EXPENSE).  Other income (expense) primarily consists of
realized gains (losses) on investment transactions.

RESULTS OF OPERATIONS

     The following table sets forth the percentage of revenues represented by
items in our combined income statements for the periods presented. Payments for
partner distributions and benefits are not included in any line item.
SIX MONTHS
                                                             YEAR ENDED            ENDED
                                                              JUNE 30,          DECEMBER 31,
                                                        --------------------    ------------
                                                        1999    2000    2001    2000    2001
                                                        ----    ----    ----    ----    ----
Revenues..............................................  100%    100%    100%    100%    100%
Cost of services......................................   48      49      51      52      51
Reimbursables and subcontractor costs.................   19      19      20      20      22
                                                        ---     ---     ---     ---     ---
  Total cost of services..............................   67      68      71      72      73
                                                        ---     ---     ---     ---     ---
Selling, general and administrative expenses..........   22      22      21      22      20
Goodwill amortization.................................    1       1       1       1       1
                                                        ---     ---     ---     ---     ---
Operating income......................................   10       9       7       5       6
Interest income.......................................    -       -       -       -       -
Interest expense......................................   (1)     (1)     (1)     (1)     (1)
Other income (expense)................................    -       -       -       -       -
                                                        ---     ---     ---     ---     ---
Income before partner distributions and benefits......    9%      8%      6%      4%      5%
                                                        ===     ===     ===     ===     ===
54
We provide services in four geographic theatres. The following table
provides financial information for each of these operating segments. Net
revenues in the table below and for purposes of discussion in our management's
discussion and analysis is revenues after deducting reimbursables and
subcontractor costs. Gross margin in the table below is gross profit as a
percentage of total net revenues. The "Other" category in net revenues and in
gross margin includes net revenues, costs or other adjustments not allocated to
our operating segments.
SIX MONTHS ENDED
                                     FISCAL YEAR ENDED JUNE 30,                DECEMBER 31,
                               --------------------------------------    ------------------------
                                  1999          2000          2001          2000          2001
                               ----------    ----------    ----------    ----------    ----------
                                                         (IN THOUSANDS)
NET REVENUES:
  Americas...................  $2,758,050    $3,253,338    $3,116,301    $1,560,317    $1,311,593
  EMEA.......................   1,824,343     2,004,983     2,120,157     1,001,138     1,032,032
  Asia Pacific...............     314,450       425,308       497,894       253,951       246,297
  SOACAT.....................     111,383       131,765       112,147        53,984        46,588
  Other......................       9,585       (25,725)      118,075        62,306        38,516
                               ----------    ----------    ----------    ----------    ----------
     Total...................  $5,017,811    $5,789,669    $5,964,574    $2,931,696    $2,675,026
                               ==========    ==========    ==========    ==========    ==========
NET REVENUES AS A PERCENTAGE
  OF TOTAL NET REVENUES:
  Americas...................          55%           56%           52%           53%           49%
  EMEA.......................          36            35            36            34            39
  Asia Pacific...............           6             7             8             9             9
  SOACAT.....................           2             2             2             2             2
  Other......................           1            --             2             2             1
                               ----------    ----------    ----------    ----------    ----------
     Total...................         100%          100%          100%          100%          100%
                               ==========    ==========    ==========    ==========    ==========
GROSS PROFIT:
  Americas...................  $1,177,293    $1,411,941    $1,031,039    $  482,923    $  446,114
  EMEA.......................     814,565       832,062       905,556       398,522       373,356
  Asia Pacific...............     104,299       144,388       166,463        97,598        82,705
  SOACAT.....................      49,314        52,182        37,221         7,596        13,661
  Other......................     (92,530)     (152,057)       (1,344)       17,937         9,405
                               ----------    ----------    ----------    ----------    ----------
     Total...................  $2,052,941    $2,288,516    $2,138,935    $1,004,576    $  925,241
                               ==========    ==========    ==========    ==========    ==========
GROSS MARGIN:
  Americas...................          43%           43%           33%           31%           34%
  EMEA.......................          45            41            43            40            36
  Asia Pacific...............          33            34            33            38            34
  SOACAT.....................          44            40            33            14            29
     Total gross margin:.....          41%           40%           36%           34%           35%

CONTRIBUTION TO PROFIT:
  Americas...................  $  547,236    $  773,970    $  504,821    $  183,907    $  242,920
  EMEA.......................     418,512       438,713       458,131       192,588       170,330
  Asia Pacific...............      21,854        36,809        41,582        27,387        18,975
  SOACAT.....................      15,996        15,676        14,496           503         3,420
                               ----------    ----------    ----------    ----------    ----------
                               $1,003,598    $1,265,168    $1,019,030    $  404,385    $  435,645
                               ==========    ==========    ==========    ==========    ==========
55
SIX MONTHS ENDED DECEMBER 31, 2001, COMPARED TO SIX MONTHS ENDED DECEMBER
31, 2000

     REVENUES.  Revenues decreased by $255 million or 7% from $3,675 million to
$3,420 million for the six months ended December 31, 2000 and 2001,
respectively. This decrease was primarily the result of two factors. First, and
most significant, was the ongoing economic downturn that reduced demand for our
services and contributed to increased competition and a reduction in our rates.
The second principal factor was the increased difficulty we have faced as a
result of the new SEC auditor independence rules. Approximately 93% and 92% of
our revenues for the six months ended December 31, 2000 and 2001 respectively,
were recognized primarily on the basis of hours worked. For these revenues, the
number of hours charged by our client service staff to clients decreased by 7%
while our average rate per hour decreased by approximately 2%. Reimbursables and
subcontractor costs as a percentage of revenues increased marginally from 20%
for the six months ended December 31, 2000, to 22% for the six months ended
December 31, 2001.

     NET REVENUES.  Our Americas theatre net revenues decreased by $248 million
or 16% from $1,560 million to $1,312 million for the six months ended December
31, 2000 and 2001, respectively. The decrease in net revenues was primarily due
to the ongoing economic downturn that reduced demand for our services, increased
competition in the market and pressure on our rates from competitors and
clients. In particular, demand for services from companies whose results were
dependent on the technology industry continued to be depressed during the first
six months of fiscal year 2002. Net revenues also decreased as clients audited
by PricewaterhouseCoopers firms limited the level of services they would allow
us to provide following the implementation of the SEC's new auditor independence
rules. Following the terrorist attack in the United States on September 11,
2001, clients and potential clients delayed or cancelled planned projects and
cautiously initiated new projects, which also contributed to our decrease in net
revenues. Our clients that were most affected by the September 11 events include
governments, banks, insurance companies, investment management companies and
companies that provide consumer services, including airlines.

     Our EMEA theatre experienced marginal net revenue growth of $31 million or
3% from $1,001 million to $1,032 million for the six months ended December 31,
2000 and 2001, respectively. The continued restructuring of governmental
entities and companies who provide utility and telecommunications services
continued to drive revenue growth despite the slowing economy. In particular, we
benefited from new contracts with some governmental entities. Our net revenue
growth was restricted by the continuing negative effects of the ongoing economic
slowdown, pressure from clients to reduce costs, which impacted our rates, and
the continued reduction in opportunities with banks and insurance companies and
clients whose results are dependent on the technology sector of the economy.

     Our Asia Pacific theatre net revenues decreased by $8 million or 3% from
$254 million to $246 million for the six months ended December 31, 2000 and
2001, respectively. Net revenues decreased in most countries, with the exception
of Japan, generally as a result of the economic slowdown. The net revenue
decrease was partially offset by a $3 million increase in net revenue from
business process management services engagements. Net revenue increases in the
Japanese market were driven primarily by the local need for business change,
excluding banks and insurance companies where opportunities are limited.

     Our SOACAT theatre net revenues decreased by $7 million or 14% from $54
million to $47 million for the six months ended December 31, 2000 and 2001,
respectively. The political and economic crisis in Argentina contributed to the
impact of the economic downturn in this theatre. Stability in the Brazilian
market and contracts for revenues in United States dollars with some clients
helped partially offset the effect of the troubled economic environment.

     COST OF SERVICES.  Cost of services decreased by $177 million or 9% from
$1,927 million to $1,750 million for the six months ended December 31, 2000 and
2001, respectively. Cost of services decreased as a percentage of net revenues
from 66% to 65% in the six months ended December 31, 2000 and 2001,
respectively. The decrease as a percentage of net revenues was the combined
result of a reduction in average client service headcount by approximately 1,100
to 34,600 people, reductions in compensation cost in some theatres to align our
resources and cost structure with the level of market demand and reductions in
other costs related to our client service staff. Other costs related to our
client service staff such as training,

                                        56
recruitment and technology support decreased by approximately $85 million,
partially offsetting an increase due to severance costs. We also limited our
recruiting activities, which resulted in less training and orientation costs. We
also achieved efficiencies in training costs with a strategic focus on
delivering training through the Internet and concentrating on local delivery of
training, as opposed to client service staff attending programs held
internationally.

     Cost of services for our Americas theatre decreased by $212 million or 20%
from $1,077 million to $865 million for the six months ended December 31, 2000
and 2001, respectively. In response to the continued economic downturn, we
reduced average client service headcount by 15% from approximately 16,700 to
approximately 14,200 for the six months ended December 31, 2000 and 2001,
respectively. Cost of services included severance payments of $10 million and
$27 million for the six months ended December 31, 2000 and 2001, respectively.
Most client service staff in the United States accepted a 7% reduction in
compensation beginning on September 1, 2001, reflecting our effort to align our
cost structure with the level of market demand. We also limited our recruiting
activities, which resulted in a decline in training and orientation costs. We
also achieved a significant reduction in other costs related to our client
service staff through the introduction of increased controls, reviews and cost
efficiencies.

     Cost of services for our EMEA theatre increased by $56 million or 9% from
$603 million to $659 million for the six months ended December 31, 2000 and
2001, respectively. Average client service headcount increased by 7% from
approximately 13,800 to approximately 14,700 for the six months ended December
31, 2000 and 2001, respectively. The cost of services increase included targeted
voluntary severance payments of approximately $27 million and, in some
geographies, an 8% increase in base compensation. Excluding the severance
payments, cost of services would have increased by 5%. Consistent with the
targeted voluntary reduction in headcount, we also limited recruiting and
training activity. We also achieved a reduction in other costs related to our
client service staff through the introduction of increased controls, reviews and
cost efficiencies.

     Cost of services for our Asia Pacific theatre increased by $8 million or 5%
from $156 million to $164 million for the six months ended December 31, 2000 and
2001, respectively. The increase in cost of services was primarily due to the
increase in average client service headcount of approximately 15% from 4,000 to
4,600 for the six months ended December 31, 2000 and 2001. The headcount
increase was primarily related to the increase in business process management
services engagements. For services other than business process outsourcing we
reduced costs through limiting recruiting activity other costs related to our
client service staff, such as training. Cost of services included severance
costs of over $3 million for the six months ended December 31, 2001.

     Cost of services for our SOACAT theatre decreased by $13 million or 29%
from $46 million to $33 million for the six months ended December 31, 2000 and
2001, respectively. Average client service headcount decreased by 8% from
approximately 1,200 to approximately 1,100 for the six months ended December 31,
2000 and 2001, respectively. The headcount reduction, combined with devaluation
of local currencies in some markets, has primarily contributed to the reduction
in cost of services.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables and subcontractor
costs increased by $2 million from $743 million to $745 million for the six
months ended December 31, 2000 and 2001, respectively. Reimbursables and
subcontractor costs increased as a percentage of revenues from 20% to 22% for
the six months ended December 31, 2000 and 2001, respectively.

     GROSS PROFIT.  Gross profit decreased by $80 million or 8% from $1,005
million to $925 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin increased marginally from 34% to 35% for the six
months ended December 31, 2000 and 2001. Our utilization remained constant for
the six months ended December 31, 2000 and 2001, respectively.

     Our Americas theatre gross profit decreased by $37 million or 8% from $483
million to $446 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin increased for the Americas theatre from 31% for the
six months ended December 31, 2000 to 34% for the six months ended December 31,
2001.

                                        57
Our EMEA theatre gross profit decreased by $26 million or 7% from $399
million to $373 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin decreased for the EMEA theatre from 40% to 36% for
the six months ended December 31, 2000, and December 31, 2001 respectively.

     Our Asia Pacific theatre gross profit decreased by $15 million or 15% from
$98 million to $83 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin decreased for the Asia Pacific theatre from 38% and
34% for the six months ended December 31, 2000 and 2001, respectively.

     Our SOACAT theatre gross profit increased by $6 million or 75% from $8
million to $14 million for the six months ended December 31, 2000 and 2001,
respectively. Gross margin increased for the SOACAT theatre from 14% to 29% for
the six months ended December 31, 2000, compared to the six months ended
December 31, 2001.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expense decreased by $129 million or 16% from $798 million to
$669 million for the six months ended December 31, 2000 and 2001, respectively.
The decrease was primarily the result of the cost efficiency program we
implemented as demand for our services fell and by the decrease in total costs
allocated to us from the PricewaterhouseCoopers firms. The specific focus of our
cost efficiency program was to identify cost efficiencies and increase cost
consciousness, particularly in the current economic environment. Actions we took
to reduce costs included targeted reductions of non-client service headcount,
consolidating office facilities and more focused marketing initiatives.

     Prior to July 1, 2001, the PricewaterhouseCoopers firms allocated expenses
to us using allocation methods that were based on relative revenues, headcount,
square footage and other measures. The PricewaterhouseCoopers firms agreed to
alter the allocation structure beginning July 1, 2001, with charges for services
to be allocated according to use or consumption based on actual direct costs,
where available, plus overhead costs. The adoption of the new allocation
methodology for the six months ended December 31, 2001, decreased our cost of
central services by approximately $20 million. Our allocation during the six
months ended December 31, 2001, also decreased by approximately $56 million
compared to the six months ended December 31, 2000, as the result of reductions
in overall costs incurred by the PricewaterhouseCoopers firms.

     CONTRIBUTION TO PROFIT.  Contribution to profit decreased by $31 million or
8% from $404 million for the six months ended December 31, 2000 to $435 million
for the six months ended December 31, 2001. Contribution to profit for the six
months ended December 31, 2001, includes the effect of the adoption of the new
allocation methodology adopted on July 1, 2001.

     Our Americas theatre contribution to profit increased by $59 million or 32%
from $184 million for the six months ended December 31, 2000, to $243 million
for the six months ended December 31, 2001. The increase in contribution to
profit was primarily due to the alignment of our cost structure with the level
of market demand, including costs related to our client service staff and the
reduction of selling, general and administrative expenses.

     Our EMEA theatre contribution to profit decreased by $23 million or 12%
from $193 million for the six months ended December 31, 2000, to $170 million
for the six months ended December 31, 2001. For the six months ended December
31, 2001, our cost of services increased by 9% due to headcount growth,
increases in base compensation in some countries and payment from targeted
voluntary severance.

     Our Asia Pacific theatre contribution to profit decreased by $8 million or
31% from $27 million for the six months ended December 31, 2000, to $19 million
for the six months ended December 31, 2001. Our contribution to profit has
declined as cost of services increased in excess of net revenue growth. The
increase in cost of services is primarily due to growth in our business process
management services engagements requiring increased headcount.

     Our SOACAT theatre contribution to profit increased by nearly $3 million
from less than $1 million for the six months ended December 31, 2000, to $3
million for the six months ended December 31, 2001. The improvement in
contribution to profit is primarily due to the devaluation of local currencies
in some markets reducing cost of services.

                                        58
OPERATING INCOME.  Operating income increased by $49 million or 28% from
$178 million to $227 million for the six months ended December 31, 2000 and
2001, respectively. As a percentage of net revenues operating income increased
from 6% to 9% for the six months ended December 31, 2000 and 2001, respectively.

     INTEREST EXPENSE.  Interest expense decreased by $11 million from $31
million to $20 million for the six months ended December 31, 2000 and 2001,
respectively. The decrease in interest expense was primarily due to a change in
the amount of debt allocated to us by the PricewaterhouseCoopers firms as well
as a decrease in the balance of direct debt with third parties.

     FISCAL YEAR ENDED JUNE 30, 2001, COMPARED TO FISCAL YEAR ENDED JUNE 30,
2000

     REVENUES.  Revenues increased by $350 million or 5% from $7,131 million for
fiscal year 2000 to $7,481 million for fiscal year 2001. For services other than
business process outsourcing, our revenues were approximately flat due to the
combined effect of a general economic slowdown which reduced demand for our
services, increased competition, lost business opportunities from the failure of
electronic businesses and technology businesses and audit clients of
PricewaterhouseCoopers firms reacting to the SEC's new auditor independence
rules. The revenue increase in fiscal year 2001 reflects an increase in revenues
from our business process management services. Approximately 98% and 94% of our
revenues for fiscal years 2000 and 2001 respectively, were recognized primarily
on the basis of hours worked. For these revenues the number of hours charged by
our client service staff to clients decreased by 3% while our average rate
charged per hour increased by approximately 5% from fiscal year 2000 to fiscal
year 2001. Reimbursables and subcontractor costs, as a percentage of revenues
increased marginally from 19% for fiscal year 2000 to 20% for fiscal year 2001.

     NET REVENUES.  Our Americas theatre net revenues decreased by $137 million
or 4% from $3,253 million for fiscal year 2000 to $3,116 million for fiscal year
2001. The economic slowdown and the collapse of many electronic businesses and
technology businesses significantly contributed to our decline in net revenues.
Net revenues also were lost as audit clients of PricewaterhouseCoopers firms in
the United States limited the level of services they would allow us to provide
following the announcement of the SEC's new independence rules. Increases in our
business process management services engagements partially offset the decrease
in net revenues. This growth was principally driven by a business process
management services contract with a multi-national company in the oil and gas
industry sector. In addition, increased net revenues from client engagements
requiring more experienced and senior client service staff compared to resource
requirements in fiscal year 2000 also helped to limit the decline in net
revenues. For these engagements net revenues increased primarily because we
charge higher average hourly rates for our more experienced and senior client
service staff.

     Our EMEA theatre net revenues increased by $115 million or 6% from $2,005
million for fiscal year 2000 to $2,120 million for fiscal year 2001. Net revenue
growth was assisted by business reorganizations, particularly by government
entities, such as defense, leading to increased demand for large-scale
engagements in some countries. The increase in revenues was also due to
increases in our business process management services engagements. This growth
was principally driven by a significant contract with a client in the
communications industry. Adoption of electronic commerce business models also
contributed to net revenue growth. We also had continued success with our
banking, insurance and other financial institution clients in the first half of
fiscal year 2001. As the economy began to slow, however, a number of these
projects were cancelled or postponed.

     Our Asia Pacific theatre net revenues increased by $73 million or 17% from
$425 million for fiscal year 2000 to $498 million for fiscal year 2001. We
responded to market demands with increased headcount and focused on our business
development efforts to achieve net revenue growth. Market demand was
particularly strong in Japan as local companies strove to operate more
efficiently. Our services focused on helping Japanese companies integrate
existing and emerging technologies. We also have benefited from the expansion of
the market for services in China. Growth in our business process outsourcing
engagements also contributed to increased net revenues.

                                        59
Due to the initial effects of the economic slowdown, our SOACAT theatre net
revenues decreased by $20 million or 15% from $132 million for fiscal year 2000
to $112 million for fiscal year 2001. This decrease reflected the continued
effect on our business from the recession in Argentina and the lack of sustained
economic growth in Brazil, our largest market in this theatre.

     COST OF SERVICES.  Cost of services increased by $325 million or 9% from
$3,501 million for fiscal year 2000 to $3,826 million for fiscal year 2001. Cost
of services increased as a percentage of net revenues from 60% for fiscal year
2000 to 64% for fiscal year 2001. Cost of services increased proportionally more
than net revenues for fiscal year 2001 compared to fiscal year 2000. These
increased costs were primarily associated with growth in our business process
outsourcing engagements. These engagements are generally conducted at low
margins in their early stages. For cost of services other than those associated
with our business process outsourcing engagements two factors contributed to the
increase in cost of services. The first factor was the costs of severance
programs. The second factor was an increase in base compensation rates in some
geographies prior to the business failures in the technology and electronic
business markets and the economic slowdown. Average client service staff
headcount increased by 3,200 or 10% to 35,300 for fiscal year 2001. This
increase in headcount was primarily due to growth in our business process
outsourcing engagements. Other costs related to our client service staff such as
training, recruitment, materials and technology support increased by $38
million.

     Cost of services for our Americas theatre increased by $244 million or
approximately 13% from $1,841 million for fiscal year 2000 to $2,085 million for
fiscal year 2001. Cost of services increased proportionally more than net
revenues in our Americas theatre for fiscal year 2001 compared to fiscal year
2000 primarily due to growth in our business process outsourcing engagements.
These engagements are generally conducted at low margins in their early stages
of the contracts. At the beginning of fiscal year 2001, prior to failures of
electronic businesses and technology companies, we increased our client service
staff compensation in response to competition for skilled employees. The base
compensation increase was in the range of 8% to 13%. As market conditions
changed, we reduced our workforce. Cost of services includes severance payments
of approximately $20 million and $42 million for fiscal year 2000 and fiscal
year 2001, respectively. Average client service staff headcount increased by 500
or 3% from approximately 15,300 to approximately 15,800 for fiscal year 2000 and
fiscal year 2001, respectively. This net increase included approximately 800
involuntary headcount reductions in fiscal year 2000 and 1,800 involuntary
reductions in fiscal year 2001.

     Cost of services for our EMEA theatre increased by $42 million or 6% from
$1,173 million for fiscal year 2000 to $1,215 million for fiscal year 2001.
Average client service staff headcount increased approximately 18% from
approximately 11,700 to approximately 13,600 for fiscal year 2000 and fiscal
year 2001, respectively. Base compensation in some markets increased in response
to competition for skilled employees and to align our employee compensation to
levels consistent with market rates.

     Cost of services for our Asia Pacific theatre increased by $50 million or
18% from $281 million for fiscal year 2000 to $331 million for fiscal year 2001.
The increase in cost of services primarily was driven by the 14% increase in
average client service staff headcount from approximately 4,200 in fiscal year
2000 to approximately 4,800 in fiscal year 2001. Cost of services increased
proportionately more than net revenues in our Asia Pacific theatre for fiscal
year 2001 compared to 2000 primarily due to growth in our business process
outsourcing engagements.

     Cost of services for our SOACAT theatre decreased by $5 million or 6% from
$80 million for fiscal year 2000 to $75 million fiscal year 2001. Average client
service staff headcount increased by 10% from approximately 1,000 to
approximately 1,100 for fiscal year 2000 and fiscal year 2001, respectively.
Cost of services did not change proportionately to headcount as the headcount
reduction did not occur until the third quarter of fiscal year 2001. Cost of
services includes severance payments of approximately $2 million for fiscal year
2001.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables and subcontractor
costs increased $175 million or 13% from $1,341 million for fiscal year 2000 to
$1,516 million for fiscal year 2001. Reimbursables and

                                        60
subcontractor costs as a percentage of net revenues remained constant at 19% for
fiscal year 2000 and fiscal year 2001.

     GROSS PROFIT.  Gross profit decreased by $150 million or 7% from $2,289
million for fiscal year 2000 to $2,139 million for fiscal year 2001. Gross
margin decreased from 40% in fiscal year 2001 to 36% in fiscal year 2000. Our
utilization was relatively constant for fiscal year 2000 compared to fiscal year
2001.

     Our Americas theatre gross profit decreased by $380 million or 27% from
$1,412 million for fiscal year 2000 to $1,031 million for fiscal year 2001.
Gross margin decreased for the Americas theatre from 43% in fiscal year 2000 to
33% in fiscal year 2001.

     Our EMEA theatre gross profit increased by $74 million or 9% from $832
million in fiscal year 2000 to $906 million in fiscal year 2001. Gross margin
increased for the EMEA theatre from 41% for fiscal year 2000 to 43% for fiscal
year 2001.

     Our Asia Pacific theatre gross profit increased by $22 million or 15% from
$144 million for fiscal year 2000 to $166 million for fiscal year 2001. Gross
margin decreased for the Asia Pacific theatre from 34% in fiscal year 2000 to
33% in fiscal year 2001.

     Our SOACAT theatre gross profit decreased by $15 million or 29% from $52
million for fiscal year 2000 to $37 million for fiscal year 2001. Gross margin
decreased for the SOACAT theatre from 40% in fiscal year 2000 to 33% in fiscal
year 2001.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses decreased by $9 million from $1,595 million for fiscal
year 2000 to $1,586 million for the fiscal year 2001. The decrease was primarily
related to a reduction in allocated costs, including risk management, technology
and new service development and marketing costs.

     Risk management expenditures in fiscal year 2001 returned to levels
consistent with fiscal year 1999 as the PricewaterhouseCoopers firms completed
the implementation of the auditor independence monitoring system, a firm-wide
project which began in fiscal year 2000. Technology costs also returned to
levels more consistent with fiscal year 1999 as we introduced measures,
including the use of global licensing agreements, to help us efficiently use our
worldwide technology investment. In addition, projects in relation to the
upgrade and streamlining of systems and processes were completed.

     New service development and marketing costs, which had primarily focused on
establishing and promoting our electronic business capabilities, decreased as
the demand for electronic business services slowed. The overall reduction in
selling, general and administrative expenses was partially offset by an increase
of $69 million in our expense for provision of doubtful accounts receivable from
$25 million to $94 million for fiscal year 2000 and fiscal year 2001,
respectively. This increase primarily related to the growing number of
electronic-business and technology business failures.

     Specific costs incurred on our behalf by the PricewaterhouseCoopers network
of firms also decreased due to streamlining of international transfers of our
people and the operations of the PricewaterhouseCoopers network of firms.

     CONTRIBUTION TO PROFIT.  Contribution to profit decreased by $246 million
or 19%, from $1,265 million for fiscal year 2000 to $1,019 million for fiscal
year 2001. Contribution to profit decreased in all theatres.

     Our Americas theatre contribution to profit decreased by $270 million or
35%, from $774 million for fiscal year 2000 to $504 million for fiscal year
2001. The decrease in contribution to profit is primarily due to the increase in
cost of services, accompanying a decline in net revenues. The increase in cost
of services is primarily due to costs associated with growth in our business
process management engagements.

     Our EMEA theatre contribution to profit increased by $19 million or 4%,
from $439 million for fiscal year 2000 to $458 million for fiscal year 2001. The
increase in contribution to profit is primarily due to net revenues from an
increase in business process management engagements and a decrease in allocation
of cost of central services due to reductions of overall costs incurred by the
PricewaterhouseCoopers firms.

                                        61
Our Asia Pacific theatre contribution to profit increased by $5 million or
13% from $37 million for fiscal year 2000 to $42 million for fiscal year 2001.
The increase in contribution to profit is primarily due to the increase in net
revenues from market demand, which was partially offset by the increase in costs
from increases in headcount.

     Our SOACAT theatre contribution to profit decreased by $2 million, or 13%,
from $16 million for fiscal year 2000 to $14 million for fiscal year 2001. The
recession in Argentina continues to have a negative effect on our net revenues
and has primarily contributed to the decline in contribution to profit.

     OPERATING INCOME.  Operating income decreased by $143 million or 22% from
$639 million for fiscal year 2000 to $496 million for fiscal year 2001. As a
percentage of net revenues, operating income decreased from 9% for fiscal year
2000 to 7% for fiscal year 2001.

     INTEREST EXPENSE.  Interest expense increased by $11 million or 22% from
$48 million in fiscal year 2000 to $59 million in fiscal year 2001 over fiscal
year 2000. The increase in interest expense primarily was caused by a change in
the debt balances allocated to us by the PricewaterhouseCoopers network of
firms, the balance of debt with third parties and changes in our weighted
average cost of debt.

     FISCAL YEAR ENDED JUNE 30, 2000, COMPARED TO FISCAL YEAR ENDED JUNE 30,
1999

     REVENUES.  Revenues increased $900 million or 14% from $6,231 million for
fiscal year 1999 to $7,131 million for fiscal year 2000. The revenue increase
was the result of the increased demand for our services as clients, explored
electronic business and new technology and implemented new systems to address
technical issues associated with the year 2000 computer problem. The realization
of our marketplace strength resulting from the merger of the Coopers & Lybrand
and Price Waterhouse global networks also contributed to revenue growth.
Approximately 99% and 97% of our revenues for fiscal years 1999 and 2000
respectively, were recognized primarily on the basis of hours worked. For these
revenues the number of hours charged by our professional staff to clients
increased by 15% while our average rate charged per hour remained essentially
flat. Reimbursables and subcontractor costs as a percentage of revenues remained
constant at 19% for fiscal year 1999 and fiscal year 2000.

     NET REVENUES.  Our Americas theatre net revenues increased by $495 million
or 18% from $2,758 million for fiscal year 1999 to $3,253 million for fiscal
year 2000. Net revenue growth was driven primarily by increased services to
clients in relation to electronic business and emerging technologies. Our
clients' preparation for year 2000 issues also contributed to net revenue
growth.

     Our EMEA theatre net revenues increased by $181 million or approximately
10% from $1,824 million for fiscal year 1999 to $2,005 million for fiscal year
2000. Deregulation of the telecommunications and utilities industries in some
geographies, followed by significant merger and acquisitions activity, created
increased demand for services and contributed to our net revenue growth. In
addition, privatization of governmental entities and restructuring activity also
contributed to net revenue growth. New product offerings established around
transformation and electronic business combined with our focus on multi-national
client accounts helped us establish a base of contracts with companies who
provide consumer products. We began to benefit in fiscal year 2000 from our work
in fiscal year 1999 and fiscal year 2000 to focus on strategic accounts across
all market sectors, integrate and leverage our account teams and develop and
offer new products.

     Our Asia Pacific theatre net revenues increased by $111 million or 35% from
$314 million for fiscal year 1999 to $425 million for fiscal year 2000. Net
revenue growth was due to an increase in demand for our services in some
geographies as companies responded to economic reforms and market restructuring.

     Net revenues in our SOACAT theatre increased by $21 million or 19% from
$111 million for fiscal year 1999 to $132 million in fiscal year 2000. Net
revenue growth was due to an increase in demand for our services from the
privatization of government and semi-government entities in some geographies.

     COST OF SERVICES.  Cost of services increased $536 million or 18% from
$2,965 million for fiscal year 1999 to $3,501 million for fiscal year 2000. Cost
of services increased marginally as a percentage of net revenues from 48% for
fiscal year 1999 to 49% for fiscal year 2000. To meet strong market demand for
management consulting and technology services, we increased average client
service staff headcount by approximately 3,900

                                        62
or 14% from approximately 28,200 to approximately 32,100 for fiscal year 1999
and fiscal year 2000, respectively. Other costs related to our client service
staff such as technology support increased by $71 million.

     Cost of services for our Americas theatre increased $260 million or 16%
from $1,581 million for fiscal year 1999 to $1,841 million for fiscal year 2000.
Average client service staff headcount increased by 8% from approximately 13,400
to approximately 14,500 for fiscal year 1999 and fiscal year 2000, respectively.
Base compensation increased in some markets, in response to competition and
demand for skilled client service staff.

     Cost of services for our EMEA theatre increased by $163 million or 16% from
$1,010 million for fiscal year 1999 to $1,173 million for fiscal year 2000.
Average client service staff headcount increased by 27% from approximately 9,200
to approximately 11,700 for fiscal year 1999 and fiscal year 2000, respectively.
The increase in cost of services was partially attributable to our voluntary
severance costs of approximately $11 million under a program designed to realign
our skills with forecast market demand. Responding to market demands and
competition for resources, we also increased base compensation. Growth in our
business process management services engagements contributed to increased cost
of services.

     Cost of services for our Asia Pacific theatre increased by $70 million or
33% from $210 million for fiscal year 1999 to $280 million for fiscal year 2000.
Average client service staff headcount increased by 33% from approximately 3,200
to approximately 4,200 for fiscal year 1999 and fiscal year 2000, respectively.

     Cost of services for our SOACAT theatre increased by $18 million or 29%
from $62 million for fiscal year 1999 to $80 million for fiscal year 2000. The
increase in cost of services was due to growth in our business process
outsourcing engagements and increased headcount and the associated compensation
adjustments necessary to support an increase in net revenues.

     REIMBURSABLES AND SUBCONTRACTOR COSTS.  Reimbursables and subcontractor
costs increased by $128 million or 11% from $1,213 million for fiscal year 1999
to $1,341 million for fiscal year 2000. Reimbursables and subcontractor costs
remained constant as a percentage of net revenues at 19% for fiscal year 1999
and fiscal year 2000.

     GROSS PROFIT.  Gross profit increased by $236 million or 11% from $2,053
million for fiscal year 1999 to $2,289 million for fiscal year 2000. Gross
margin decreased marginally from 41% for fiscal year 1999 to 40% for fiscal year
2000. Our utilization was relatively constant for fiscal year 1999 compared to
fiscal year 2000.

     Our Americas theatre gross profit increased by $235 million or 20% from
$1,177 million for fiscal year 1999 to $1,412 million for fiscal year 2000.
Gross margin remained constant for the Americas theatre at 43% for fiscal year
1999 and for fiscal year 2000.

     Our EMEA theatre gross profit increased by $17 million or 2% from $815
million for fiscal year 1999 to $832 million for fiscal year 2000. Gross margin
decreased for the EMEA theatre from 45% in fiscal year 1999 to 41% in fiscal
year 2000.

     Our Asia Pacific theatre gross profit increased by $40 million or 38% from
$104 million for fiscal year 1999 to $144 million for fiscal year 2000. Gross
margin increased for the Asia Pacific theatre from 33% in fiscal year 1999 to
34% in fiscal year 2000.

     Our SOACAT theatre gross profit increased by $3 million or 6% from $49
million for fiscal year 1999 to $52 million for fiscal year 2000. Gross margin
decreased for the SOACAT theatre from 44% to 40% for fiscal year 1999 and fiscal
year 2000, respectively.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expense increased by $187 million or 13% from $1,408 million for
fiscal year 1999 to $1,595 million for fiscal year 2000. The increase was
related primarily to new service development and marketing costs, risk
management and technology.

     New service development and marketing costs increased as we focused on
developing and promoting our electronic business capabilities through training
and business development and marketing initiatives. Risk management expenditures
increased as we began the implementation, primarily in the United States, of the
                                        63
PricewaterhouseCoopers firm-wide auditor independence monitoring system to
manage our compliance with the auditor independence rules of the SEC and other
professional and regulatory organizations. Our use of technology expanded with
the introduction of new applications and the upgrade and streamlining of finance
and human resources systems and processes. This increase in activity required an
increase in the level of technology support for employees which contributed to
increased technology expenses. Establishing and refining the infrastructure of
the PricewaterhouseCoopers network of firms was substantially completed in
fiscal year 1999 and, accordingly, these costs decreased in fiscal year 2000. In
addition, our advertising costs decreased significantly in fiscal year 2000 as
the substantial advertising that occurred in fiscal year 1999 to establish the
PricewaterhouseCoopers network brand was completed.

     CONTRIBUTION TO PROFIT.  Contribution to profit increased by $262 million
or 26%, from $1,003 million for fiscal year 1999 to $1,265 million for fiscal
year 2000. Contribution to profit increased or remained relatively constant
across all theatres.

     Our Americas theatre contribution to profit increased by $227 million or
41%, from $547 million for fiscal year 1999 to $774 million for fiscal year
2000. Increased demand for services from clients in relation to electronic
business primarily drove net revenue growth and contributed to the improvement
in contribution to profit.

     Our EMEA theatre contribution to profit increased by $20 million or 5%,
from $419 million for fiscal year 1999 to $439 million for fiscal year 2000. An
increase in net revenues was driven by a number of factors, and primarily
contributed to the improvement in contribution to profit.

     Our Asia Pacific theatre contribution to profit increased by $15 million or
68% from $22 million for fiscal year 1999 to $37 million for fiscal year 2000.
The increase in contribution to profit was primarily due to net revenue growth.
However, this increase was partially offset by the increases in cost of services
and expenses associated with growth in our business process outsourcing
engagements.

     Our SOACAT theatre contribution to profit remained constant at $16 million
for fiscal year 1999 and fiscal year 2000. Net revenue growth offset by
increases in cost of services primarily due to the increase in headcount
necessary to support growth in our business process management services business
resulted in our contribution to profit remaining almost flat.

     OPERATING INCOME.  Operating income increased by $41 million or 7% from
$598 million for fiscal year 1999 to $639 million for fiscal year 2000. As a
percentage of net revenues, operating income decreased marginally from 10% for
fiscal year 1999 to 9% for fiscal year 2000.

     INTEREST EXPENSE.  Interest expense increased $13 million or 38% from $35
million for fiscal year 1999 to $48 million for fiscal year 2000. Movement in
the balance of debt allocated to us by the PricewaterhouseCoopers network of
firms and the balance of debt with third parties were the primary causes of the
increase in interest expense.

COMPILED INDUSTRY FINANCIAL INFORMATION

     Within our geographic theatres, we deliver services to clients in five
industry groups. The following table provides financial information for each of
our industry groups accumulated from twelve countries or geographic areas
comprising approximately 86% of our total net revenues in fiscal year 2001. The
countries or geographic areas are the United States, the United Kingdom,
Germany, Canada, Japan, France, the Netherlands, Australia, Spain, Switzerland,
Belgium and East Asia. This information has been compiled from data that we have
not maintained as part of our normal financial reporting processes and has been
prepared as supplemental information for the purpose of the presentation set
forth below. The data below is presented under the following assumptions:

     - net revenue has been assigned to industry groups based on the industry in
       which our client operates

     - net revenue not identifiable to an industry group is included in net
       revenues -- other, and

                                        64
- Cost of services for client service staff is allocated to industries
       based on weighted average compensation costs. Compensation costs are
       determined based on average compensation by employee level and hours
       worked. Non-compensation cost of services are allocated based on relative
       hours charged to the engagement.

     Because net revenues in these top twelve countries and geographic areas
represent approximately 86% of our net revenues in fiscal year 2001 and cover
the countries and geographic areas in which we have our most significant
operations, we believe that the industry group data we have presented is a fair
representation of the approximate division of our net revenues among industry
groups for fiscal year 2001. Gross margin in the table below is gross profit as
a percentage of total industry group net revenues for the twelve countries or
geographic areas.
FISCAL YEAR ENDED         SIX MONTHS ENDED
                                                      JUNE 30,                DECEMBER 31,
                                               -----------------------   -----------------------
                                                  2000         2001         2000         2001
                                               ----------   ----------   ----------   ----------
                                                                (IN THOUSANDS)
INDUSTRY NET REVENUES:
  Products...................................  $1,643,649   $1,705,696   $  833,204   $  748,070
  Government and Services....................   1,166,097    1,144,511      559,542      593,175
  Financial Services.........................     982,764      897,075      464,942      338,910
  Information, Communications and
     Entertainment...........................     707,671      697,888      362,274      310,036
  Energy and Utilities.......................     512,595      636,601      317,445      359,238
  Other......................................     150,128       41,152       (5,516)     (13,906)
                                               ----------   ----------   ----------   ----------
     Total...................................  $5,162,904   $5,122,923   $2,531,891   $2,335,523
                                               ==========   ==========   ==========   ==========
INDUSTRY NET REVENUES AS A PERCENTAGE OF
  INDUSTRY GROUP TOTAL NET REVENUES:
  Products...................................          32%          33%          33%          32%
  Government and Services....................          23           22           22           25
  Financial Services.........................          19           18           18           15
  Information, Communications and
     Entertainment...........................          14           14           14           13
  Energy and Utilities.......................          10           12           13           15
  Other......................................           2            1           --           --
                                               ----------   ----------   ----------   ----------
     Total...................................         100%         100%         100%         100%
                                               ==========   ==========   ==========   ==========
INDUSTRY GROSS PROFIT:
  Products...................................  $  677,037   $  717,532   $  330,931   $  311,703
  Government and Services....................     404,355      283,794      136,757      188,815
  Financial Services.........................     499,988      396,269      207,142      142,409
  Information, Communications and
     Entertainment...........................     329,143      199,491       99,165       95,403
  Energy and Utilities.......................     131,230      229,032       84,469       97,838
  Other......................................     108,607        4,800      (16,716)     (40,158)
                                               ----------   ----------   ----------   ----------
     Total...................................  $2,150,360   $1,830,918   $  841,748   $  796,010
                                               ==========   ==========   ==========   ==========
INDUSTRY GROSS MARGIN:
  Products...................................          41%          42%          40%          42%
  Government and Services....................          35           25           24           32
  Financial Services.........................          51           44           45           42
  Information, Communications and
     Entertainment...........................          47           29           27           31
  Energy and Utilities.......................          26           36           27           27
     Total industry gross margin.............          42%          36%          33%          34%
65
SIX MONTHS ENDED DECEMBER 31, 2001, COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2000

     NET REVENUES.  Our Products industry's net revenues decreased by $85
million or 10% from $833 million to $748 million for the six months ended
December 31, 2000 and 2001, respectively. The decrease in net revenues was
principally concentrated in the United States and Canada and was primarily
driven by the ongoing economic downturn. The decreased demand for our services
from clients in the technology industry sector was particularly noticeable in
the United States. Loss of opportunities in the United States due to
independence constraints also negatively impacted net revenues. Growth in our
products industry net revenues primarily in Japan and some areas of Europe
somewhat offset the decrease in net revenues.

     Our Government and Services industry net revenues increased by $33 million
or 6% from $560 million to $593 million for the six months ended December 31,
2000 and 2001, respectively. The increase in net revenues principally occurred
in the United Kingdom whose net revenues increased $58 million, or 73%, as we
obtained a significant amount of business from the restructuring of governmental
entities. However, net revenue growth was partially depressed by a decrease in
government and services net revenues in the United States and Canada.

     Our Financial Services industry's net revenues decreased by $126 million or
27% from $465 million to $339 million for the six months ended December 31, 2000
and 2001, respectively. The ongoing economic downturn and the terrorist attack
in the United States on September 11, 2001 have contributed to the decrease in
net revenues in the financial services industry worldwide. However the
experience of this negative impact was more significant in the United States,
Canada, the United Kingdom and Switzerland. Clients in the capital markets
industry sector, particularly in the United Kingdom reduced the scale of their
larger projects.

     Our Information, Communication and Entertainment industry's net revenues
decreased by $52 million or 14% from $362 million to $310 million for the six
months ended December 31, 2000 and 2001, respectively. The decrease in net
revenues primarily occurred in the United States and the United Kingdom and to a
lesser extent in some other areas of Europe and the Asia Pacific region. The
level of client spending and, consequently, demand from clients in this industry
group declined considerably during the last half of fiscal year 2001 continuing
into fiscal year 2002.

     Our Energy and Utilities industry's net revenues increased by $42 million,
or 13%, from $317 million to $359 million for the six months ended December 31,
2000 and 2001, respectively. Growth in Energy and Utility net revenues was
driven by our business process management services engagements. Net revenues
from those contracts increased by $37 million or 38%. For services other than
our business process management services, our growth rate was essentially flat.
We experienced decreases in net revenues primarily in the United States where
net revenues declined by $16 million or 12%, however, this was offset by
increases principally in some areas of the Asia Pacific region and Canada.

     GROSS PROFIT.  Our Products industry's gross profit decreased by $19
million or 6% from $331 million to $312 million for the six months ended
December 31, 2000 and 2001, respectively. Our gross margin increased from 40% to
42% for the six months ended December 31, 2000 and 2001, respectively as we
reduced headcount to align our cost structure with the reduced level of market
demand for our services.

     Our Government and Services industry's gross profit increased by $52
million or 38% from $137 million to $189 million for the six months ended
December 31, 2000 and 2001, respectively. Our gross margin increased from 24% to
32%. We aligned our headcount with market demand and improved our utilization
rate in our government engagements in the United States.

     Our Financial Services industry's gross profit decreased by $65 million or
31% from $207 million to $142 million for the six months ended December 31, 2000
and 2001, respectively. Our gross margin decreased from 45% to 42%. Continuing
pricing pressure in slower economic conditions affected our gross margin.
Pricing pressure on new projects contributed to a 13% drop in average rate per
hour in the United States and Canada during the period.

     Our Information, Communication and Entertainment industry's gross profit
decreased by $4 million or 4% from $99 million to $95 million for the six months
ended December 31, 2000 and 2001, respectively. Our

                                        66
gross margin increased from 27% to 31%. Cost reductions of approximately $28
million in the United States and Canada contributed to this increase.

     Our Energy and Utilities Industry's gross profit increased by $13 million
or 16% from $85 million to $98 million for the six months ended December 31,
2000 and 2001, respectively. Our gross margin remained constant at 27%.

YEAR ENDED JUNE 30, 2001, COMPARED TO YEAR ENDED JUNE 30, 2000

     NET REVENUES.  Our Products industry's net revenues increased by $62
million or 4% from $1,644 million for fiscal year 2000 to $1,706 million for
fiscal year 2001. The increase in net revenues was principally concentrated in
the United Kingdom, Japan and the United States and was generally the result of
growth in electronic business and internet consulting engagements. The extent of
the increase in net revenues was reduced by decreased Products industry's net
revenues primarily in Germany, Canada and Australia. Currency devaluations in
both Canada and Australia offset this decrease.

     Our Government and Services industry's net revenues decreased by $21
million over 2% from $1,166 million for fiscal year 2000 to $1,145 million for
fiscal year 2001. Increases in net revenues from business process outsourcing
engagements of $36 million or 476% nearly offset other decreases in net revenues
elsewhere. Net revenues in the United States decreased by $117 million or 17%
primarily as a result of declines in net revenues from the aviation sector. The
extent of the decrease was reduced by net revenue growth in the United Kingdom,
Canada, Belgium and some areas of the Asia Pacific region.

     Our Financial Services industry's net revenues decreased by $86 million or
9% from $983 million for fiscal year 2000 to $897 million for fiscal year 2001.
The decrease in net revenues was primarily experienced in the United States and
the United Kingdom as demand for services significantly declined in the last
half of fiscal year 2001. The extent of this decrease was partially offset by
net revenue growth in Switzerland and Japan.

     Our Information, Communications and Entertainment industry's net revenues
decreased by $9 million from $708 million for fiscal year 2000 to $698 million
for fiscal year 2001. The almost flat net revenues growth included net revenues
from business process management services contracts increasing by $144 million
or approximately 610%. Lost opportunities from the failure of electronic and
technology businesses combined with the general economic slowdown reduced net
revenues. The impact of those factors was primarily experienced in the United
States, the United Kingdom and the Netherlands.

     Our Energy and Utilities industry's net revenues increased by $125 million
or 24% from $512 million for fiscal year 2000 to $637 million for fiscal year
2001. The increase in net revenues primarily occurred in the United States and
Japan and from engagements for business process management services.

     GROSS PROFIT.  Our Products industry's gross profit increased by $41
million or 7% from $677 million for fiscal year 2000 to $718 million for fiscal
year 2001. Our gross margin increased from 41% to 42%.

     Our Government and Services industry's gross profit decreased by $120
million or 30% from $404 million for fiscal year 2000 to $284 million for fiscal
year 2001. Our gross margin decreased from 35% to 25% as our business in the
United States was significantly less profitable, with gross margins falling from
36% to 15%. Our United States practice had excess headcount during fiscal year
2001 compared to fiscal year 2000 as demand for services fell.

     Our Financial Service industry's gross profit decreased by $104 million or
21% from $500 million for fiscal year 2000 to $396 million for fiscal year 2001.
Our gross margin decreased from 51% to 44%. This decline was experienced
globally as our headcount exceeded falling demand for our services.

     Our Information, Communications and Entertainment industry's gross profit
decreased by $130 million or 39% from $329 million for fiscal year 2000 to $199
million for fiscal year 2001. Our gross profit was negatively impacted by
increases in expenses for provision for doubtful accounts receivable due to the
failure of electronic and technology businesses. Consequently, our gross margin
decreased from 47% to 29%.

                                        67
Our Energy and Utilities industry's gross profit increased by $98 million
or 75% from $131 million for fiscal year 2000 to $229 million for fiscal year
2001. Our gross margin as a percentage of net revenue increased from 26% to 36%
primarily due to an improvement in margins on our business process management
services contracts.

QUARTERLY RESULTS OF OPERATIONS

     The following tables present quarterly combined financial information on a
historical basis for each of our most recent six fiscal quarters. The quarterly
information contains all adjustments, which consist of normal recurring
adjustments we believe are necessary to fairly present this information. The
operating results for any quarter are not necessarily indicative of the results
for any future period.
THREE MONTHS ENDED
                          -------------------------------------------------------------------------------------
                          SEPTEMBER 30,   DECEMBER 31,   MARCH 31,     JUNE 30,    SEPTEMBER 30,   DECEMBER 31,
                              2000            2000          2001         2001          2001            2001
                          -------------   ------------   ----------   ----------   -------------   ------------
                                                             (IN THOUSANDS)
Revenues................   $1,792,178      $1,882,419    $1,963,155   $1,843,251    $1,699,232      $1,721,101
Cost of services........      962,376         964,744       964,712      933,807       895,672         854,114
Reimbursables and
  subcontractor costs...      363,546         379,355       398,631      374,897       369,524         375,783
                           ----------      ----------    ----------   ----------    ----------      ----------
  Total cost of
    services............    1,325,922       1,344,099     1,363,343    1,308,704     1,265,196       1,229,897
Sales, general and
  administrative
  expenses..............      397,393         400,517       359,206      429,010       343,877         325,336
Goodwill amortization...       13,933          14,422        14,641       14,011        13,521          15,157
                           ----------      ----------    ----------   ----------    ----------      ----------
Operating income........       54,930         123,381       225,965       91,526        76,638         150,711
Interest income.........          638             639           638          638           638             639
Interest expense........      (13,638)        (17,639)      (13,638)     (13,638)      (10,489)         (9,140)
Other income
  (expense).............        1,824            (386)       (9,349)      (7,707)           --             (29)
                           ----------      ----------    ----------   ----------    ----------      ----------
Income before partner
  distributions and
  benefits..............   $   43,754      $  105,995    $  203,616   $   70,819    $   66,787      $  142,181
                           ==========      ==========    ==========   ==========    ==========      ==========
We normally expect our net revenues, which are revenues after deducting
reimbursables and sub-contractor expenses, to be relatively lower in the first
and second quarters of the year compared to our third and fourth quarter
primarily due to increased vacation and holiday hours in our Americas and EMEA
theatres. For these and other reasons, we can experience variability in our
results of operations from quarter to quarter.

     The impact of the typical seasonal factors in the second quarter of fiscal
year 2001 was minimized due to net revenue growth that continued through the
third quarter of fiscal year 2001, primarily driven by our clients continuing to
explore electronic business and new technology solutions. In the fourth quarter
of fiscal year 2001 and continuing into the first quarter of fiscal year 2002
net revenues were negatively impacted by the slowdown in economies worldwide
reducing demand for our services and contributing to increased competition. Net
revenues increased in the second quarter of fiscal year 2002, despite the
negative impact of these non-seasonal factors continuing to depress net revenues
in some countries. This increase in net revenues was driven primarily by the
growth in engagements from the continued restructuring of governmental entities
in our EMEA theatre and the demand led by the local need for business change in
the Japanese market.

     Costs of services as a percentage of net revenues in the first through
fourth quarter of fiscal year 2001 was 67%, 64%, 62% and 64% and in the first
and second quarters of fiscal year 2002 was 67% and 63%, respectively. Our cost
of services as a percentage of net revenues is typically higher in the first two
quarters of our fiscal year due to the seasonal amount of vacation and holiday
hours in our Americas and EMEA theatres.

     Gross margin as a percentage of net revenues in the first through fourth
quarter of fiscal year 2001 was 33%, 36%, 38% and 36% and in the first and
second quarters of fiscal year 2002, 33% and 37%, respectively.

                                        68
In the third quarter of fiscal year 2001 and the first and second quarters
of fiscal year 2002 the decrease in selling, general and administrative expenses
relative to the other quarters was primarily due to lower expense for provision
of doubtful accounts receivable and the positive effect of the cost efficiency
initiatives that we implemented as demand for our services fell. In the fourth
quarter of fiscal year 2001, the increase in selling, general and administrative
expenses was primarily due to an increase in our expense for provision of
doubtful accounts receivable and an increase in costs allocated to us from the
PricewaterhouseCoopers firms.

     Operating income as a percentage of net revenues in the first through
fourth quarters of fiscal year 2001 was 4%, 8%, 14% and 6% and in the first and
second quarters of fiscal year 2002, 6% and 11%. The significant increase in
operating income as a percentage of net revenues in the third quarter of fiscal
year 2001 and the second quarter of fiscal year 2002 was primarily due to the
combined impact of the decreases in cost of services as a percentage of net
revenues and reductions in selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Our balance of cash and cash equivalents was $145 million at December 31,
2001, a decrease of $35 million or 32% from June 30, 2001. The balance of cash
and cash equivalents was $74 million at June 30, 2000 and $110 million at June
30, 2001, an increase of $36 million or 49%. These balances only reflect the
management consulting and technology services businesses in the
PricewaterhouseCoopers network that are operated through legal entities that are
separate and distinct from the other PricewaterhouseCoopers businesses in the
same country or region or are in accounts that are used exclusively by
management consulting and technology services businesses in the
PricewaterhouseCoopers network. Historically, we have funded our liquidity and
capital requirements in most countries or regions from positive cash flow
generated by our operations, from the cash flow generated by the other
PricewaterhouseCoopers businesses as well as borrowings under credit facilities,
including credit facilities of PricewaterhouseCoopers firms.

     Net cash provided by operating activities totaled $376 million and $438
million for the six months ended December 31, 2000 and 2001, respectively, and
$366 million, $583 million and $781 million for fiscal year 1999, fiscal year
2000 and fiscal year 2001, respectively. Net cash provided by operating
activities is driven by our ability to generate cash from our normal business
activities. Net cash provided by operating activities increased between fiscal
years and between interim periods primarily because of the reduced growth in
accounts receivable and unbilled receivables as our revenues declined.

     Our investing activities have consisted primarily of acquisitions of
property and equipment. Net cash used in purchase of property and equipment was
$84 million and $36 million for the six months ended December 31, 2000 and 2001,
respectively, and $51 million, $77 million and $117 million for fiscal years
1999, 2000 and 2001, respectively. We anticipate a cash outflow of approximately
$40 million and $123 million for capital expenditures for the six months ended
June 30, 2002, and fiscal year 2003, respectively. We expect our capital
expenditures in fiscal year 2003 to be used primarily for technology hardware
and software and other general corporate purposes.

     Net cash used in financing activities totaled $253 million and $367 million
for the six months ended December 31, 2000 and 2001, respectively, and $261
million, $446 million and $649 million for fiscal year 1999, fiscal year 2000
and fiscal year 2001, respectively. Historically, the most significant cash
outflow has been through the activity in the PwC Network investment account,
which totaled $448 million and $322 million for the six months ended December
31, 2000 and 2001, respectively, and $486 million, $669 million and $452 million
for fiscal year 1999, fiscal year 2000 and fiscal year 2001, respectively. The
cash flows through the PwC Network investment account represent distributions
and other transactions with our partners as well as settlement of liabilities
among the various PricewaterhouseCoopers firms. The PwC Network investment
account will be transferred to additional paid-in capital upon our separation.

     Our working capital was $419 million, $315 million and $201 million at June
30, 2000 and 2001 and December 31, 2001, respectively. Changes in working
capital are affected by, among other things, the timing of distributions to our
partners and levels of business activities. Working capital at December 31, 2001
reflects

                                        69
the effects of distributions routinely held back from our partners until the
last quarter of the calendar year and the decrease in our revenues.

     The following are our obligations under long-term debt agreements and
operating leases for the next five fiscal years and thereafter at June 30, 2001:
PAYMENT DUE BY PERIOD
                          -----------------------------------------------------------------------------
                                                         (IN THOUSANDS)
                                                             TWO TO THREE    FOUR TO FIVE
CONTRACTUAL OBLIGATION       TOTAL       ONE YEAR OR LESS       YEARS           YEARS        THEREAFTER
----------------------    -----------    ----------------    ------------    ------------    ----------
Long-term debt.......     $    56,394       $    6,506       $    22,248      $   25,935      $  1,705
Operating leases.....         272,995           52,826            70,138          56,004        94,027
Total contractual cash
  obligations........         329,389           59,332            92,386          81,939        95,732
Our allocated debt included in the balance sheet caption "Amounts due to
the PwC Network" was $409 and other allocated amounts generally representing
accounts payable, accrued payroll and other accrued liabilities was $604 at
December 31, 2001.

     After the closing of this offering, we will no longer receive additional
funding from the PricewaterhouseCoopers firms or have access to additional
borrowings under credit facilities of the PricewaterhouseCoopers firms. We
anticipate that the PricewaterhouseCoopers network of firms will retain and thus
not transfer to us liabilities related to allocated debt. We anticipate that
amounts that will remain due to the PricewaterhouseCoopers firms related to
accounts payable, accrued payroll and other accrued liabilities will be in the
range of $500 million to $700 million after our separation.

     Our primary future cash needs on a recurring basis will be for working
capital, including amounts that will be due to the PricewaterhouseCoopers
network of firms for allocated accounts payables, accrued payroll and other
accrued liabilities, capital expenditures and debt service. We also anticipate
incurring separation and transaction expenses as described above in the first
twelve months after the closing of this offering. In addition, we may use cash
to acquire, directly or indirectly, management consulting and technology
services businesses in some countries and may make loans to our partners for
individual tax liabilities incurred as a result of the separation. We believe
that our cash flows from operations, net proceeds from the sale by us of our
Class A common shares in this offering, any cash transferred to us as part of
our separation and available borrowings under our expected credit facilities
described below will be sufficient to meet our cash needs for the twelve months
after separation and for the foreseeable future thereafter. If our cash flows
from operations are less than we expect or our cash requirements are greater
than we expect, we may need to incur additional debt. Our ability to fund our
cash requirements will depend on our ability to generate cash in the future,
which is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. In addition, although
we currently have no specific plans, we may from time to time incur additional
debt for general corporate purposes, such as acquisitions.

     Following our separation, we expect to enter into a revolving credit
facility or facilities to be available as necessary for working capital needs
and other general corporate purposes, including an alternative source of
liquidity in the event our cash generated from operations is lower than
currently expected. We have not yet entered into an agreement with respect to
any revolving credit facility. Our existing indebtedness is unsecured and we
currently expect that any credit facility will be unsecured and have variable
interest rates as well as customary restrictions, covenants and events of
default for unsecured facilities of this type. We do not expect compliance with
the covenants to materially affect our operations. Assuming an average
outstanding short-term debt balance of $250 million, the midpoint of the maximum
available credit assuming a $500 million credit facility we expect to enter
into, a one percentage point increase in the average interest rate on the
obligations, also effective for an entire year, would increase pre-tax interest
expense, and reduce pre-tax income, by $2.5 million. We have not yet determined
the total size of the credit facility or facilities into which we will enter.

                                        70
We are evaluating our capital structure and the effect that our separation
will have on our capital structure. We anticipate that once our separation is
complete, after considering the amount of proceeds from this offering, the
amounts due to the PricewaterhouseCoopers network of firms, the deferred tax
effects of this offering and the transformation of our business from a
partnership to a corporate structure and other items, our capital structure at
separation will be sufficient to support our level of operations in the
foreseeable future.

     As we pursue our growth initiatives, develop new solution areas and service
offerings and respond to changes in the business environment and competitive
pressures, including acquiring businesses or technologies, we may need to raise
additional funds through public or private debt or equity financings. As noted
above, we may need additional funds to satisfy our cash requirements, however,
we cannot assure you that these funds will be available on acceptable terms, or
at all. Future indebtedness may impose restrictions and covenants on us and
could limit our ability to respond to changing market conditions, to fund
unplanned capital investments or capitalize on business opportunities. Our
existing short and long-term borrowings are not collateralized. We may be
required, however, to provide collateral on future borrowings.

LEGAL PROCEEDINGS

     We believe there is no litigation pending that could have, individually or
in the aggregate, a material adverse effect on our financial position, results
of operations or cash flows. Please see "Business -- Legal Proceedings" for a
more detailed discussion of legal proceedings.

RISK MANAGEMENT

     MARKET RISK.  We are exposed to market risks associated with changes in
foreign currency exchange rates, changes in interest rates and changes in
marketable security equity prices as well as credit risks from client trade
receivables. We are not engaged in the trading of financial instruments,
derivative instruments or currency. Accordingly, our market risks arise in the
ordinary course of business. Our market risk management and strategy is
regularly reported to our senior executives.

     FOREIGN CURRENCY EXCHANGE RISK.  We have foreign currency risk arising
through the translation of local currency financial statements into our combined
United States dollar financial statements. This risk is not currently hedged. We
may consider hedging our investments in our foreign operations in the future but
have no current plans to do so. Historically, we have had minimal exposure in
the normal course of our business to changes in foreign currency exchange where
we settle payments among firms in the PricewaterhouseCoopers network. We have
entered into some foreign currency transactions for contracts or debt
transactions that are based in a currency other than the local currency of our
business entering into the transactions or United States dollars. Such
transactions, however, have not been significant to our results of operations.
We typically have not entered into significant foreign exchange hedge positions
on foreign currency transactions.

     After our separation, we will be managing our cash and the associated
foreign currency risks on a centralized basis. We are currently developing
policies and procedures addressing cash management, cross border expenses and
settlements, and use of derivatives that we will utilize after our separation.
We anticipate that we will use forward foreign exchange contracts and purchases
of foreign currency options to selectively hedge our foreign currency
transactions. The purpose of such anticipated hedging activities will primarily
be to minimize the effect of foreign exchange rate movements on the cash flows
and expenses of our foreign operations.

     If foreign currency exchange rates had appreciated against the United
States dollar by 10% at December 31, 2001, the fair value of our net financial
instruments would have increased by approximately $60 million. Conversely, if
foreign currency exchange rates had depreciated against the United States dollar
by 10% at December 31, 2001, the fair value of our net financial instruments
would have decreased by approximately $49 million.

                                        71
INTEREST RATE RISK.  The interest rate risk associated with our borrowing
and investing activities during the past three fiscal years and for the six
months ended December 31, 2001, is not material to our results of operations. We
have not determined whether we will use derivative financial instruments to
alter interest rate characteristics in the future. As we evaluate our capital
structure, level of borrowings and financial position as a public company, we
will consider the need for the use of derivative financial instruments.

     EQUITY PRICE RISK.  We have approximately $2 million of marketable equity
securities at December 31, 2001 that are subject to market price volatility.
These securities are classified as available-for-sale securities and are
recorded in our combined balance sheet at fair value with unrealized gains or
losses reported within the PwC Network investment account. We also hold private
or restricted stock investments. Our marketable equity securities and private
and restricted stock investments are subject to the risk of a decline in the
fair value of those investments below cost that is considered to be other than
temporary. In that case, we would suffer a realized loss for the reduction in
value of those securities. At December 31, 2001, the value of our privately held
securities amounted to approximately $5 million.

     CREDIT RISK.  In the ordinary course of business, we are exposed to credit
risk from clients, which is managed by our trade credit policy and regular
monitoring for exposures. Credit risk from accounts receivable historically has
been limited due to the number of clients and broad geographic diversification
of our client base. We have exposure in some foreign countries where the ability
to transfer cash out of the country is limited. We do not consider this exposure
to be significant to our results of operations.

EURO CONVERSION

     On January 1, 1999, eleven of the fifteen member countries of the European
Union established fixed conversion rates between their existing sovereign
currencies, the legacy currencies, and one common currency, the euro. The
participating countries adopted the euro as their common currency on January 1,
1999. The euro is now traded on currency exchanges and may be used in business
transactions. On January 1, 2002, the participating countries issued new
euro-denominated bills and coins. The legacy currencies are being withdrawn and
will cease to be legal tender effective June 30, 2002. During the period from
January 1, 1999, to June 30, 2002, parties may use as legal tender either the
euro or a participating country's legacy currency as legal tender.

     We have analyzed the impact of the euro conversion on our business in a
number of areas, including our information systems, service rates, finance and
banking resources, foreign currency management, contracts and accounting and
tax. We believe, based on information available at this time, that the
introduction of the euro has not materially impacted our financial position or
the results of our operations.

     We believe that the introduction of the euro and euro pricing creates a
downward effect on engagement pricing in the EMEA theatre as euro pricing is
more transparent and comparable between the countries. However, we have taken
advantage of euro selling opportunities from system implementation and design
projects that sometimes expand into more complete systems software migration.
Opportunities in non-euro countries, including the United Kingdom, may present
significant future growth opportunities should those countries decide to join
the European Union.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board approved Statements
of Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets," which are effective for us July 1, 2001
and July 1, 2002, respectively. SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Under SFAS 142, amortization of goodwill will cease. Goodwill amortization
amounted to $46,946, $54,911 and $57,007 for the fiscal years ended June 30,
1999, 2000 and 2001, respectively, and $28,355 and $28,678 for the six months
ended December 31, 2000 and 2001, respectively. In lieu of amortization, we will
be required to perform an initial impairment review of goodwill as of July 1,
2002, and an annual impairment review thereafter. We are in the

                                        72
process of studying the effects of the application of SFAS 142 and cannot
predict at this time whether or not a material impairment charge will be
recorded.

     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations for a
Disposal of a Segment of a Business." SFAS 144 is effective for PwC Consulting
beginning July 1, 2002. We do not expect that the adoption will have a
significant impact on our results of operations.

                                        73
BUSINESS

OVERVIEW

     We are one of the world's leading providers of management consulting and
technology services. We help our clients pursue and implement key strategic,
process and technology initiatives designed to enhance their growth,
profitability and competitiveness. We believe that one of our core strengths is
our ability to integrate our strategic advice with our business and technology
skills and services to help our clients achieve measurable results.

     Our clients include many of the world's largest and most successful
organizations. In fiscal year 2001, we performed services generating revenues
after deducting reimbursables and subcontractor costs, which we refer to as net
revenues, in excess of $500,000 for approximately:

      --   45% of the 2001 Fortune Global 500,

      --   74% of the 2001 Fortune Global 50 and

      --   82% of the 2001 European Financial Times 50.

     Our clients also include many of the world's largest governments and their
respective agencies. We also serve smaller businesses, governmental agencies and
other organizations. Our net revenues for fiscal year 2001 were approximately $6
billion, and our net revenues for the six month period ended December 31, 2001,
were approximately $2.7 billion.

     We operate globally with a consistent approach to serving our clients,
which allows us to execute complex engagements on a global, regional and local
basis. We achieve our consistent approach through the application of our common
methodologies, training programs and our operating model described below. Upon
our separation, we expect to have over 32,000 employees with offices in 52
countries or territories, allowing us to combine our industry and service area
expertise with knowledge of a region's language, people and culture.

     We principally track and manage our business according to the four
geographic areas listed below, which we refer to as theatres. Within these
geographic theatres, each member of our client service staff specializes in one
of our five industry groups, which include 20 industry sectors. Each member of
our client service staff also specializes in one of seven core service areas,
which we refer to as our solution areas.

                              GEOGRAPHIC THEATRES
AMERICAS                       EMEA                           ASIA PACIFIC           SOACAT
-------------  -----------------------------------------  -------------------------  -----------
Canada         Austria              Nigeria               Australia                  Argentina
Mexico         Belgium              Norway                People's Republic of       Brazil
United States  Czech Republic       Pakistan              China                      Chile
               Denmark              Poland                Hong Kong                  Colombia
               Finland              Portugal              Indonesia                  Venezuela
               France               Russia                Japan
               Germany              Saudi Arabia          Korea
               Hungary              South Africa          Malaysia
               Iceland              Spain                 New Zealand
               Republic of Ireland  Sweden                Philippines
               Italy                Switzerland           Singapore
               Kenya                Turkey                Taiwan
               Latvia               Ukraine               Thailand
               Lebanon              United Arab Emirates
               Lithuania            United Kingdom
               Netherlands          Zimbabwe
74
INDUSTRY GROUPS
INFORMATION,
                             GOVERNMENT             FINANCIAL            COMMUNICATIONS          ENERGY
       PRODUCTS             AND SERVICES            SERVICES            AND ENTERTAINMENT     AND UTILITIES
-----------------------  ------------------   ---------------------  -----------------------  -------------
Pharmaceuticals          Government           Banking                Communications           Oil and Gas
Consumer Packaged Goods  Defense              Capital Markets        Entertainment and Media  Utilities
Technology               Aviation             Insurance              Hospitality and Leisure  Mining
Industrial Products      Posts and Surface    Investment Management
Automotive                 Transport
Retail
SOLUTION AREAS
DEVELOP                           DELIVER                           OPERATE
--------------------------------  --------------------------------  --------------------------------
Strategic Change                  Customer Relationship Management  Application Management and
                                  Financial Management                Business Process Management
                                  Human Capital
                                  Supply Chain and Operations
                                  Information Technology
We provide our clients with solutions to their challenges by building teams that
combine industry-specific knowledge with expertise in our core solution areas.

     Until our separation from the PricewaterhouseCoopers network of firms,
which will occur immediately prior to the closing of this offering, our business
will continue to be part of the management consulting and technology services
businesses of PricewaterhouseCoopers firms around the world as described under
"Summary--Our Relationship with the PricewaterhouseCoopers Network of Firms."

AUDITOR INDEPENDENCE RULES, THE ENRON SITUATION AND THE IMPACT ON OUR BUSINESS

     Because the PricewaterhouseCoopers network of firms performs audit services
for many of our current and prospective clients and industry vendors, we are
currently restricted from performing services for some clients and implementing
some of our growth strategies. Some audit clients have policies against using
their audit firm to provide significant non-audit services, such as management
consulting and information technology services. We also have been limited in our
ability to form alliances or joint ventures with, provide outsourcing services
to, or enter into contingent fee or risk-sharing arrangements with audit clients
of PricewaterhouseCoopers firms. As of March 2002, PricewaterhouseCoopers' audit
clients included approximately:

      --   25% of the 2001 Fortune United States 500,

      --   24% of the companies listed on the New York Stock Exchange and

      --   17% of the companies listed on the NASDAQ National Market.

     In June 2000, the Securities and Exchange Commission proposed new rules
regarding auditor independence and a rule requiring most public companies to
disclose in their annual proxy statements information such as fees related to
the non-audit services provided by their auditor during the most recent fiscal
year. Final rules based on this proposal became effective in February 2001.
Beginning in late 2000, we began experiencing an increase in the number of
clients that either limit our opportunities to bid for new engagements or
prohibit us entirely from bidding for new engagements because they are audited
by a PricewaterhouseCoopers firm. In addition, some of our existing engagements
with PricewaterhouseCoopers audit clients have been reduced in scope. These
clients have been primarily United States and foreign
                                        75
companies with securities listed or traded on United States securities markets,
although we are now experiencing increased independence-related constraints
outside the United States as well.

     The recent high profile bankruptcy filing by the Enron Corporation has
increased further the attention boards of directors and the marketplace pay to
auditor independence. In the Enron situation, governmental authorities and the
media are investigating whether the management consulting fees paid to Arthur
Andersen compromised its role as Enron's independent auditor. The independence
disclosure rules and the fallout from the perceived conflicts of interest in the
Enron situation are significantly limiting our ability to compete. For example,
of our approximately 100 strategic clients, which are described below, 38
clients are PricewaterhouseCoopers' audit clients. Of these, as of March 2002,
22 clients have informed us that they will limit our services or that they will
not be hiring us for new engagements while we are a part of the
PricewaterhouseCoopers network of firms due to independence-related concerns.
Services provided to these 22 clients represented approximately 8% of our net
revenues for fiscal year 2001. In addition, the PricewaterhouseCoopers firms are
gaining additional audit clients due to the difficulties faced by Arthur
Andersen. For example, as of March 25, 2002, Arthur Andersen had lost 17 clients
that are included in the Standard & Poor's 500 Index since the beginning of the
year. PricewaterhouseCoopers LLP, the United States firm, gained seven of these
companies as audit clients. Accordingly, we believe that our separation from the
PricewaterhouseCoopers network of firms as a result of this offering will
provide significant growth opportunities for our business. Our ability to
capitalize on these opportunities will depend, among other things, on the
successful maintenance or, in some cases, reestablishment of our relationships
with these clients and obtaining new engagements from these clients on a timely
basis.

INDUSTRY OPPORTUNITY

     In the last decade, the pace of change in the global business environment
has increased dramatically, creating enormous challenges and opportunities for
companies globally. Numerous forces have driven these changes including:

      --   the rapid development and implementation of new technologies,

      --   the advent and commercialization of the Internet,

      --   increasing globalization of markets and

      --   a global economic expansion followed by a recession.

     To enhance their competitive position in this increasingly complex global
marketplace, companies have been forced to re-evaluate their businesses
constantly, which has increased the demand for management consulting and
technology services worldwide. We believe that these forces of change will
continue to accelerate in the next decade and increase the demand for the
integrated global consulting and technology services that we offer. While the
slowing global economy has softened current demand for consulting and technology
services, we believe businesses in most industries are under increasing pressure
to take proactive steps to change and differentiate themselves to take advantage
of any improvement in market conditions. These changes include more efficient
communication, both internally with employees and externally with customers and
suppliers, more efficient management of supply chains and better management of
risks.

     To help implement these changes, we believe clients increasingly will
demand that service providers deliver strategic advice integrated with
comprehensive technology solutions and outsourcing capabilities that create
lasting and significant change throughout their organizations. To do this, we
believe that management consulting and technology services providers must have
the ability to:

      --   deliver a wide range of services across the world,

      --   stay ahead of industry and technology trends,

                                        76
--   manage complexity across various industries, service offerings and
           geographies,

      --   have access to capital to create market-ready solutions and

      --   combine the right set of solutions to fit their clients' business
           strategies.

We believe that service providers who bring these capabilities to the
marketplace will succeed in helping clients capitalize on opportunities created
by the changes in an increasingly complex global marketplace.

OUR COMPETITIVE STRENGTHS

     We develop and implement solutions for some of the world's largest and most
successful businesses and organizations. We combine our extensive
industry-specific and solution area expertise with our knowledge of a region's
people, language and culture. We have relied on a number of competitive
strengths to achieve our success, including the strengths described below.

     LONG-TERM, DEEP CLIENT RELATIONSHIPS

     We have strong client relationships with senior executives at many of the
world's leading businesses and organizations. Based on a survey of most of our
strategic account relationship partners in late 2001, we estimate that we have
served approximately 60% of our strategic clients for over five years and
approximately 40% of our strategic clients for over ten years. We believe that
part of our success in building these enduring relationships is due to our
flexible and collaborative approach to engagements. We tailor our approach to
each client's needs and form integrated teams with our client service staff to
transfer knowledge to and enhance our long-term relationships with our clients.

     ACCOUNT RELATIONSHIP MANAGEMENT

     We believe that one of our strengths is our account relationship management
program, which assigns the proper business development resources to each of our
clients and prospective clients. We implemented this program in 2000 to enhance
our client relationships in anticipation of our separation from the
PricewaterhouseCoopers network. For those clients that we expect will provide us
with a substantial amount of revenues in the future, we dedicate at least one
relationship partner and also devote a considerable amount of other resources to
manage the relationship. We refer to these clients as our strategic clients, of
which we currently have approximately 100. We also devote considerable business
development resources to other clients for whom we expect to provide significant
services in the future, which we refer to as our managed clients. We currently
have over 300 managed clients. We also allocate, as appropriate, business
development resources to our other clients, whom we refer to as our portfolio
clients, depending on our expectations of future work. Many of these clients are
developing or emerging companies which we believe have high potential needs for
our services.

     INTEGRATED APPROACH TO SERVING CLIENTS

     We believe that one of our core strengths is our ability to integrate our
strategic advice with our business and technology skills and services to help
our clients achieve measurable results. This integrated approach allows us to
use our extensive industry and solution area expertise to create and implement
strategies and solutions that are designed to achieve well-defined, specific
objectives. We believe our approach enhances the impact that our services have
on our clients, while strengthening our relationships with them.

     HIGH QUALITY ALLIANCE RELATIONSHIPS

     We have strategic alliance relationships with seven leading technology
providers, which are relationships that we believe add significant value to our
solutions and to our clients. The companies with which we have strategic
alliances frequently recognize us for the value we bring to our mutual clients
and customers. We
                                        77
currently have strategic alliance relationships with Oracle Corporation,
PeopleSoft, Inc., SAP AG and Siebel Systems, Inc., which are software providers,
Hewlett-Packard Company and Sun Microsystems, Inc., which are hardware and
software providers, and Electronic Data Systems Corporation, which is a provider
of information technology services. Our strategic alliances also provide us with
important leads regarding new projects and engagements. We believe that our
alliance relationships provide us with insight into emerging technologies and
solutions. In addition, we work with these companies to develop new solutions
and services. We also have a number of important relationships, which we refer
to as our managed alliances, that are typically with technology providers whose
products and services have gained acceptance with our clients.

     DIVERSIFICATION ACROSS GEOGRAPHIC THEATRES AND INDUSTRIES

     We believe our diversification across geographic theatres and industries
will allow us to take advantage of new opportunities in changing markets as well
as more effectively deploy our resources in response to industry and regional
cycles. For example, we estimate that none of our five industry groups provided
more than approximately 33% of our net revenues for fiscal year 2001. In
addition, our engagements are well-balanced between our United States, Canada
and Mexico theatre and our Europe, the Middle East and Africa theatre, with net
revenues from these geographic theatres representing approximately 52% and 36%,
respectively, of our net revenues for fiscal year 2001. We also have businesses
in Asia Pacific and South America and Central America, which we believe are
areas that offer us growth opportunities. In addition, we believe that France
and Italy provide us with an opportunity to grow our European business.

     CONTINUOUS INNOVATION

     We seek to continuously offer innovative solutions that anticipate
industry, business and technology trends and that help businesses to become more
competitive and profitable. Internally, we foster a culture of collaboration,
continuous skill development and knowledge sharing among our client service
staff to create an atmosphere that stimulates innovation. As a result, we
believe our client service staff have the flexibility, knowledge and skills to
quickly adapt our solutions to new market trends. We also have a formal process
for creating and marketing new offerings that solve specific business problems,
often across geographies, industries or sectors. We call these offerings
solution sets and believe they help transform the way many of our clients do
business. We nurture these solution sets by devoting resources and assigning
development responsibilities to specific partners. We also actively collaborate
with our clients and use our alliance relationships to help develop new
approaches, strategies and solutions in a cost-effective manner.

     STRONG FOCUS ON SKILL DEVELOPMENT AND KNOWLEDGE SHARING

     We believe the building, renewing and sharing of knowledge, skills and
experiences among our client service staff across our global business is
critical to continuous innovation and the provision of consistent, quality
services to our clients. To perpetuate and foster this strength, we develop
common methodologies and frameworks, shared work product and standardized
training programs for key business processes that may be replicated across
geographies, industries and engagements. We have extensive programs and
technologies to capture and share knowledge among our employees, such as our
dedicated knowledge management employees whose responsibilities include
identifying and disseminating examples of innovative services and materials
throughout our organization. Approximately 190,000 documents are continuously
available to our client service staff globally. Approximately 1,000 new
documents, on average, are added to these knowledge sharing repositories each
month. We are committed to the on-going development of our client service staff.
Our investment in fiscal year 2001 included over 1,600,000 hours of live
training and over 1,000,000 hours of remote and self-paced learning, including
programs delivered through our ecademie online learning system, as well as
thousands of hours of informal training and knowledge sharing.

                                        78
EXPERIENCED AND MOTIVATED MANAGEMENT TEAM

     Our global management team has an average of 25 years of experience in the
management consulting and technology services industry and an average of 20
years of tenure with a PricewaterhouseCoopers or predecessor firm. Most of these
team members have long relationships with other team members, whether through
their current positions or as a result of working together on engagements and
other matters. After the closing of this offering, we will continue to use the
title "partner" and preserve our client relationship and engagement management
practices that support our collaborative, innovative culture. All of our
partners will continue to hold substantial equity in us following the closing of
this offering, which will help preserve the alignment of interests and sense of
ownership and reward that have been a part of our partnership culture. Together,
our partners, following the closing of this offering, will hold approximately
     % our Class A common shares, calculated assuming all PwC Consulting SCA
Class I shares and all exchangeable shares issued by our subsidiaries have been
redeemed or exchanged into our Class A common shares and all Class A common
shares underlying restricted share units have been delivered.

OUR GROWTH STRATEGY

     We are committed to becoming the global service provider of choice for
clients seeking to transform their businesses to become more profitable and
competitive. To transform a business, we feel that we must help a client realize
significant and lasting change throughout its organization or within an
important functional area. To become the global service provider of choice, we
are pursuing the growth initiatives described below.

     DELIVER COMPREHENSIVE SOLUTIONS TO OUR CLIENTS

     We continuously look for opportunities to provide our clients with
comprehensive strategies and solutions, particularly those that help transform
businesses and organizations. To accomplish this objective, we actively review
our clients and potential clients to determine where we believe the most
significant opportunities exist to provide these services. We devote
considerable resources to understand and focus on this client base, which we
view to be important to our business. To maximize our ability to develop
comprehensive strategies and solutions to these clients, we deploy teams of
client service staff led by industry-oriented relationship partners supported by
colleagues with skills that span all of our solution areas. We believe that our
focus on increasing, developing and penetrating this client base is important to
our growth as well as our ability to provide services that transform our
clients.

     PURSUE THE BENEFITS OF INDEPENDENCE

     Because of our affiliation with the auditing practice of the
PricewaterhouseCoopers network of firms, audit clients of PricewaterhouseCoopers
firms are increasingly limiting or denying us opportunities to provide our
services to them. Following the closing of this offering, we will be free to
pursue the following business strategies:

         --   providing more services to existing and prior clients that have
              limited our services due to our ownership by the
              PricewaterhouseCoopers network of firms,

         --   seeking opportunities at companies and organizations that are
              audited by a PricewaterhouseCoopers firm, but which are not recent
              or current clients due, in part, to our ownership by the
              PricewaterhouseCoopers network of firms,

         --   forming joint ventures and strategic alliances with leading
              technology service providers that are currently audited by a
              PricewaterhouseCoopers firm,

         --   considering, where appropriate, new types of fee arrangements with
              clients that are audited by a PricewaterhouseCoopers firm, such as
              arrangements where we would receive a share of cost savings
              realized as a result of our work and

         --   pursuing opportunities to provide outsourcing services to business
              and organizations that are audited by a PricewaterhouseCoopers
              firm.

                                        79
We believe that our separation from the PricewaterhouseCoopers network of firms
will provide us with the opportunity to grow our business and compete for
engagements with clients where we were previously constrained by
independence-related issues.

     EXPAND OUR APPLICATION MANAGEMENT AND BUSINESS PROCESS MANAGEMENT SERVICES

     We believe organizations will increasingly seek a service provider capable
of operating, either through its own resources or through alliances, significant
parts of the solution that the service provider has designed and implemented. To
meet this need, we plan to grow our existing application management services
business, where we perform ongoing maintenance and development services for
important software applications, such as enterprise resource planning systems,
which control functions such as financial reporting and human resources. We also
plan to grow our business process management services, which are services
provided to a business or organization in which entire processes, like
accounting and financial reporting systems, are administered and operated by a
service provider. According to a market research report published by Gartner,
Inc. in January 2002, the market for business process management services
relating to administration, human resources and finance is expected to grow from
approximately $60 billion in 2001 to approximately $111 billion in 2005, a
compound annual growth rate of 16.6%. In addition, once free of
independence-related constraints, we will explore forming new strategic
alliances with key providers of capital-intensive technology outsourcing
services. Our goal is to provide our outsourcing services, which are in the
initial stages of development, in conjunction with our other solutions, so that
we provide a complete set of integrated services and solutions to our clients,
allowing us to manage the entire lifecycle of a project.

     EXPAND OUR OTHER SERVICE OFFERINGS

     In addition to growing our outsourcing business, we also intend to grow
other existing service offerings. These service offerings include the offerings
described below.

      --   BROADEN AND DEEPEN OUR SYSTEMS INTEGRATION SERVICES.  An important
           part of many of our business solutions is the use of systems
           integration services. Systems integration is the engineering of
           hardware, operating systems and software to perform specific tasks
           and functions. We believe that the integration of legacy computer
           systems and newer packaged software products with automated internal
           and external communication systems is critical to the success of many
           of our clients. The growth of our application management services,
           for example, will be enhanced by the expansion of our systems
           integration capabilities. We plan to grow these resources by
           attracting and retaining highly qualified client service staff and
           aggressively pursuing relationships with cost-effective data
           processing and software programming companies that complement our
           systems integration services and help us serve our clients.

      --   INVEST IN SOLUTION SETS.  Our business is principally about the
           delivery of value-creating ideas and solutions to our clients. We
           invest in our solution set program to develop these new ideas. When
           we identify a solution that has significant potential for our
           clients, particularly across multiple geographic theatres and
           industry sectors, we invest resources to cultivate the new solution,
           often in collaboration with our clients or through our alliance
           relationships. As concepts are developed, we create a new offering,
           or solution set, for distribution and use by the appropriate parts of
           our organization. For each solution set, there is a partner who has
           the responsibility to develop the offering through an organized
           development cycle and to market these solution sets across multiple
           geographic theatres and industry sectors. We believe our approach
           allows us to offer advanced solutions to our clients in a timely and
           cost-effective manner.

     IMPROVE OPERATIONAL EFFICIENCY

     We believe that our transition from a series of legally separate firms
within the PricewaterhouseCoopers network of firms into a single integrated
organization will provide us with significant opportunities to reduce
overlapping functions and business processes, particularly in Europe, and
outsource functions that are not critical to our operations. We expect that as
we replace the services we receive under the transition services agreements with
the PricewaterhouseCoopers firms, we will improve our ability to manage our
costs more

                                        80
comprehensively and rigorously. To achieve improved management of our costs, we
intend to use our expertise and resources to further transform our internal
business processes and implement technology solutions to improve productivity
and profitability.

     INCREASE OUR ALLIANCE AND CLIENT COLLABORATION

     We believe that our most successful engagements are those that have a high
degree of collaboration among our clients, alliance relationships and us.
Following the closing of this offering, we plan to continue these collaborative
efforts to find cost-effective solutions that may be deployed to multiple
clients. We also believe that separation from the PricewaterhouseCoopers network
of firms will increase our ability to collaborate effectively with many of our
clients and industry vendors.

     INCREASE AWARENESS OF NEW BRAND

     Prior to this offering, we plan to change our legal name and begin
operating under a new brand name, which we intend to establish as a leading
management consulting and technology services brand. We expect to invest in the
promotion of our new brand through print, broadcast and Internet advertising and
other means of marketing. In connection with these activities, we plan to spend
approximately $110 million in the aggregate in fiscal years 2002 and 2003. We
believe that our branding strategy will help to reinforce the public awareness
of our separation from the PricewaterhouseCoopers network of firms and lead to
additional new business opportunities.

     CONTINUE TO DEVELOP OUR CLIENT SERVICE STAFF

     Our most valuable assets are our client service staff and the building,
renewing and sharing of knowledge, skills and experiences among them. We will
continue to focus on the development of our client service staff and the
implementation of a recruiting and training strategy designed to allow us to
realize our growth objectives. We seek to foster a collegial and collaborative
work environment that attracts the highest quality client service staff, who are
critical to maintaining our core strength of continuous innovation. To remain
competitive, we are committed to providing attractive compensation and long-term
incentives for our employees. We also will be increasing our skills and
capabilities in developing countries, such as China, which we believe will
improve the quality of our services while reducing our cost structure. We also
will devote significant resources to training, knowledge management and creating
reusable methodologies. Our goal is to maintain a flexible, motivated work force
with the capacity to support our other growth strategies.

                                        81
OUR SERVICES

     We build our engagement teams by deploying client service staff with the
relevant industry background and solution area expertise. To cultivate industry
expertise, we structure our business around five industry groups that cover 20
distinct industry sectors. Our client service staff also develops experience in
one of our seven solution areas, which represent the core of our client
services. As more fully described below, we divide these seven solution areas
into three broad categories: develop, deliver and operate. The discussion in
this section describes the services we provide. The chart below shows how we
structure our business by geographic theatre and into industry groups and
solution areas categories.

                          [Operating Structure Chart]

     GEOGRAPHIC THEATRES

     While we track and manage our business according to the four geographic
theatres listed below, we operate globally with a consistent approach to serving
our clients. We achieve our consistent approach through the application of
common methodologies and training programs and our operating model. We believe
that a local presence allows us to understand the challenges and opportunities
that are unique to particular regions and countries. We are able to serve our
clients globally through our global account management structure and

                                        82
our relationship partners. Within geographic theatres, we have listed the
countries in which we currently have offices.
AMERICAS                       EMEA                           ASIA PACIFIC          SOACAT
-------------  -----------------------------------------  -------------------------  ---------
Canada         Austria              Nigeria               Australia                  Argentina
Mexico         Belgium              Norway                People's Republic of       Brazil
United States  Czech Republic       Pakistan              China                      Chile
               Denmark              Poland                Hong Kong                  Colombia
               Finland              Portugal              Indonesia                  Venezuela
               France               Russia                Japan
               Germany              Saudi Arabia          Korea
               Hungary              South Africa          Malaysia
               Iceland              Spain                 New Zealand
               Republic of Ireland  Sweden                Philippines
               Italy                Switzerland           Singapore
               Kenya                Turkey                Taiwan
               Latvia               Ukraine               Thailand
               Lebanon              United Arab Emirates
               Lithuania            United Kingdom
               Netherlands          Zimbabwe
Each of our geographic theatres is organized into our five industry groups and
seven solution areas. Within each of these theatres, we have industry leaders
and solution area leaders who report both to the head of the geographic theatre
and also to the global industry or solution area leaders. We believe this
approach allows us to balance the need for a global understanding of our
business with the efficiency and cost management advantages that result from
geographic accountability.

     Americas

     Our Americas theatre is comprised of the United States, Canada and Mexico.
The Americas theatre accounted for approximately 52% of our net revenues for
fiscal year 2001 and 49% of our net revenues for the six-month period ended
December 31, 2001. As of December 2001, we had approximately 15,000 partners and
employees in this theatre. Our business in this theatre has been adversely
impacted by the issues surrounding auditor independence and the Enron situation.
The Americas theatre has also been negatively affected by the general downturn
in the economy and the decline in technology spending that accelerated as a
result of the events of September 11, 2001. As a result of economic conditions,
our clients have focused on customer retention and improving profitability.
Because of these challenges, we believe our clients expect innovation and the
ability to increase value as a result of their investment in information
technology.

     We serve a wide variety of clients in our Americas theatre across all of
our industry segments. Our largest clients, in terms of net revenues for fiscal
year 2001, include many well-known names, such as the following:
- American Express Company                 - J.C. Penney Company
- Chevron Texaco                           - Johnson & Johnson
- Citigroup, Inc.                          - United States Department of Defense
- General Motors Corporation               - Verizon
- Hewlett-Packard Company                  - The Walt Disney Company
We provide a wide variety of services to our clients in this theatre, which
include services from all of our solution areas. Pursuant to our goal of
becoming the global service provider of choice for clients seeking to transform
their businesses, we seek engagements that involve helping clients realize
significant and lasting change.

                                        83
EMEA

     Our EMEA theatre is comprised of countries in Europe, the Middle East and
Africa. The EMEA theatre accounted for approximately 36% of our net revenues for
fiscal year 2001 and 39% of our net revenues for the six-month period ended
December 31, 2001. As of December 2001, we had approximately 16,000 partners and
employees in this theatre. The EMEA theatre has been negatively affected by
economic conditions in Europe and, to a lesser extent, by auditor independence
concerns. A key factor impacting our business in this theatre is Europe's
continuing development towards an economic common market and the corresponding
regulatory changes and increasing competitive forces facing our clients.
Governments also are facing new challenges caused by privatization and increased
outsourcing of services to private companies. In response to these challenges,
our clients increasingly are focused on reducing and controlling costs. We
believe that the wide scope of our services will allow us to assist clients with
these needs. We also believe that the rapid development of the economies of
Eastern Europe and Russia will provide us with an opportunity for the
development of low-cost data processing and software programming resources in
those countries.

     We serve a wide variety of clients in our EMEA theatre across all of our
industry segments. Our largest clients, in terms of net revenues for fiscal year
2001, include many well-known names, such as the following:
- Allianz AG                               - GlaxoSmithKline plc
- Cadbury Schweppes                        - Lloyds TSB
- ExxonMobil                               - Telefonica S.A.
- Fiat                                     - UBS AG
- France Telecom                           - UK Ministry of Defence
We believe that we develop strong relationships with many of our clients by
understanding their business needs and by helping them to address these needs by
providing a wide range of management consulting and technology services from all
of our solution areas.

     Asia Pacific

     Our Asia Pacific theatre is comprised of Japan, Australia, Korea, China,
New Zealand and other countries in East Asia. The Asia Pacific theatre accounted
for approximately 8% of our fiscal year 2001 net revenues and 9% of our net
revenues for the six-month period ended December 31, 2001. As of December 2001,
we had approximately 5,000 partners and employees in this theatre. While we have
offices in all major commercial centers in this region, our practice in this
theatre is currently concentrated in Japan and Australia. As a result of China's
recent entry into the World Trade Organization, we view the Asia Pacific theatre
as an emerging market that presents a number of growth opportunities for our
business. Additionally, we are expanding our presence in selected countries
which we view as providing us access to low cost data processing and software
programming capabilities.

     Our clients in this theatre include businesses of global multinational
corporations as well as significant regional, national and governmental
organizations. We believe we help our clients by bringing both a global
understanding of business processes and procedures and a deep understanding of
issues and solutions facing organizations operating in Asia Pacific. Some of our
largest clients in this theatre, in terms of net revenues for fiscal year 2001,
include Sony, Toyota and Telstra.

     SOACAT

     Our SOACAT theatre is comprised of countries in South America and Central
America. The SOACAT theatre accounted for approximately 2% of net revenues for
both fiscal year 2001 and the six-month period ended December 31, 2001. As of
December 2001, we had approximately 1,000 partners and employees in this
theatre. Our practice in this theatre had been adversely affected by the
Argentine economic crisis and by independence-related issues, especially in
Brazil. We continue to believe, however, that there will be strategic
opportunities for us in this theatre following our separation, including the
development of low cost data processing and software programming capabilities.

                                        84
Our largest clients, in terms of net revenues for fiscal year 2001, in this
theatre include businesses of global multinational corporations, such as Zurich
Financial and Sony, as well as significant regional, national and governmental
organizations, such as Telecom Argentina, Souza Cruz and Ambev. We believe we
help our clients by bringing both a global understanding of business processes
and procedures and a deep understanding of issues and solutions facing
organizations operating in South America and Central America.

     INDUSTRY GROUPS

     Within each of our geographic theatres, we have five industry groups, which
include 20 industry sectors. Not all sectors are represented in every theatre.
The following table sets forth a list of our industry groups and sectors.
INFORMATION,
                            GOVERNMENT            FINANCIAL            COMMUNICATIONS          ENERGY
       PRODUCTS            AND SERVICES           SERVICES            AND ENTERTAINMENT     AND UTILITIES
-----------------------  -----------------  ---------------------  -----------------------  -------------
Pharmaceuticals          Government         Banking                Communications           Oil and Gas
Consumer Packaged Goods  Defense            Capital Markets        Entertainment and Media  Utilities
Technology               Aviation           Insurance              Hospitality and Leisure  Mining
Industrial Products      Posts and Surface  Investment Management
Automotive                 Transport
Retail
For each industry group, we provide net revenue information for fiscal year
2001 and the six months ended December 31, 2001. This information has been
derived from twelve countries or geographic areas comprising approximately 86%
of our total net revenue in fiscal year 2001. The countries or geographic areas
are the United States, the United Kingdom, Germany, Canada, Japan, France, the
Netherlands, Australia, Spain, Switzerland, Belgium and East Asia. Please see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Results of Operations" for a more detailed description of the
procedures we used to derive net revenue for our industry groups.

     Products

     In our Products industry group, we serve companies that are principally
involved in the manufacture and distribution of products and related services.
We subdivide this industry group into the six industry sectors described below.
We share resources, knowledge and experiences among our teams in each of these
six industry sectors, allowing us to develop and market solutions to clients in
a timely and cost-effective manner. While each of these sectors has unique
issues, we believe they share common market challenges including:

      --   achieving revenue growth,

      --   collaborating with key customers and suppliers to improve supply
           chain efficiency,

      --   understanding customers and their needs,

      --   creating and effectively using new Internet-based business
           operations,

      --   retaining employees and reaching out to communities and

      --   building internally or outsourcing important functions to support
           critical operations.

                                        85
The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Products industry group. The clients listed below are some of our
largest clients in this industry group, in terms of net revenues, for fiscal
year 2001.
--------------------------------------------------------------------------------
                            PRODUCTS INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
Industry Net Revenues:                         $1,705,696         $748,070
 Percent of Total Industry Net Revenues:                33%              32%
--------------------------------------------------------------------------------
Examples of Clients in Fiscal Year 2001

          Aventis Pharma AG
          Bristol-Myers Squibb
          Cadbury Schweppes
          Compaq Computer
          Diageo Plc
          General Motors Corporation
          The Gillette Company
          GlaxoSmithKline plc
          Hewlett-Packard Company
          J.C. Penney Company
          Johnson & Johnson
          Nestle SA
          Nike, Inc.
          Novartis Pharma AG
          Pfizer, Inc.
          Raytheon Company
          Siemens AG
          Tetra Pak International SA
          Toyota
          Unilever
--------------------------------------------------------------------------------

     PHARMACEUTICALS.  In our pharmaceuticals industry sector, we serve
pharmaceutical, life science, biotechnology, and healthcare products companies
that manufacture products for the prevention and treatment of medical
conditions. In fiscal year 2001, we served 13 of the 14 pharmaceutical companies
in the 2001 Fortune Global 500. The pharmaceutical industry is a highly
regulated and global industry that we believe will face continued consolidation.
To effectively compete in this environment, we believe pharmaceutical companies
need to achieve two objectives: improve the efficiency and output of their
extensive research and development activities and improve their sales and
marketing processes. We have developed industry-specific solutions to help our
clients achieve these objectives. One example of these solutions is GXPharma, a
software program that helps clients manage regulatory compliance throughout the
research and development cycle. Another solution, the Clinical Information
Exchange, helps clients manage clinical trial data and decision making during
this cycle. We also are working with our clients to expand their use of
electronic business opportunities and usage of the Internet. For example, in
fiscal year 2001, we were engaged by a group of leading pharmaceutical and
healthcare products companies to undertake a study called Global Healthcare
Exchange, a feasibility study for an industry-wide electronic marketplace.

     CONSUMER PACKAGED GOODS.  In our consumer packaged goods industry sector,
we serve a variety of companies including food, beverage and tobacco companies
as well as household products, cosmetics and apparel companies. In fiscal year
2001, we served 23 of the 34 consumer packaged goods companies in the 2001
Fortune Global 500. We believe that the consumer packaged goods industry faces
low growth, a better informed, more demanding customer and pressure on
well-known brands by private label and other distributors. We also believe that
this sector is undergoing continued consolidation and globalization, and is
facing increased cost pressure from large retailers. We help our clients remain
competitive by increasing the efficiency of their operations through
implementing technology that allows them to have a global view of their
operations and to better collaborate and integrate with their suppliers and
customers. For example, Procter & Gamble and we jointly designed, developed and
implemented an electronic business solution to facilitate customer
communications and use of the Internet for sales and marketing. Our solution
included the development of an Internet site that allows existing customers to
review and manage their accounts and the consolidation of multiple Procter &
Gamble Internet sites to eliminate redundant sales efforts. We also help develop
unique solutions to industry challenges. For example, we are a sponsor of the
Auto ID effort, which is a new technology based on a radio-frequency computer
chip that allows products to be tracked more efficiently.

                                        86
TECHNOLOGY PRODUCTS.  In our technology products industry sector, we serve
manufacturers of computers, semiconductors, peripherals, such as printers, and
networking equipment. In fiscal year 2001, we served 25 of the 30 technology
companies in the 2001 Fortune Global 500. We believe that networked and
collaborative models for business operations will replace stand-alone business
organizations. These are business models that allow companies to have greater
integration with suppliers and customers. Other trends in the industry that we
believe are occurring include the increasing pace of innovation and simpler
communications-based tools replacing many functions of the personal computer. We
also see an increasing focus on customer service and customization and
development of business-to-business connections. We help our clients recognize
new product and customer opportunities, identify important trading members and
define new operating models. We also work with companies to develop their
electronic business distribution methods, improve their ability to respond to
changes in the market and operate using a networking model of business.

     INDUSTRIAL PRODUCTS.  In our industrial products industry sector, we serve
chemical companies, pulp and paper companies and heavy manufacturers. In fiscal
year 2001, we served 39 of the 65 industrial products companies in the 2001
Fortune Global 500. We believe that the chemicals industry is facing a low
return on capital and supply chain inefficiencies. We also see this sector is
undergoing consolidation and globalization. We believe customer demands are
increasing, which we believe is forcing companies to focus on the customer
rather than the production process. Within the paper industry, we believe
companies are facing extreme cost pressures. We have worked with our clients on
customer service and retention, improved order management and reduction of
working and physical capital investments. For example, currently we are helping
a major industrial products company to redesign their main business processes
and to implement software solutions produced by SAP AG in their polymers
division. The project started in Europe and ultimately is planned to cover the
company's global business. Within the paper industry, we worked with
International Paper to redesign their human resources function and also to
transform their corporate culture to be able to do business electronically. This
project involved developing and implementing Internet-based technologies and
supporting business processes.

     AUTOMOTIVE.  In our automotive industry sector, we serve vehicle
manufacturers, suppliers and dealers. In fiscal year 2001, we served 17 of the
23 motor vehicles and parts companies in the 2001 Fortune Global 500. We believe
that the automotive industry is undergoing globalization and consolidation and
faces increased competition, resulting in severe cost pressures on our clients.
Our client service staff work with our clients to develop and implement
solutions focused on:

      --   customer service and retention,

      --   development of electronic business operations,

      --   cost reduction and

      --   redeployment of assets and capabilities among different parts of an
           organization.

For example, between 1998 and 2000 we helped Fiat S.p.A to significantly reduce
and control their costs. After collecting and analyzing Fiat's cost performance
across 18 countries and 87 support processes, we established key indicators of
Fiat's performance, researched internal and external industry practices and
identified opportunities for cost reduction.

     RETAIL.  In our retail industry sector, we serve a wide spectrum of
retailers ranging from convenience stores to destination stores, including
supermarkets, specialty premium retailers and large mass-merchandise
discounters. In fiscal year 2001, we served 28 of the 67 retailers in the 2001
Fortune Global 500. We believe that the retail industry today faces increasing
globalization and consolidation and the challenges associated with multiple,
overlapping ways to reach customers. We help retailers integrate and use new
technologies and improve their customer service to provide differentiation from
their competitors. We are also working with our clients to design and implement
electronic market solutions to increase efficiency by serving multiple customers
simultaneously. For example, in fiscal year 2001, we helped J.C. Penney
implement a software application to manage Internet content. We also designed
and implemented a solution to use this application to gather and analyze various
information obtained through its Internet site, such as performance information,

                                        87
the number and frequency of use of its Internet site and the effectiveness of
the company's selling and marketing efforts.

     Government and Services

     In our Government and Services industry group, we serve companies and
governmental entities that are involved principally in labor and
knowledge-intensive services. This industry group includes the four industry
sectors described below. We believe these companies and governmental entities
face similar strategic, organizational and technological issues, which gives us
the opportunity to apply common solutions across the group. Even in countries
where regulation is diminishing, many of our clients in this industry group
continue to rely on government-backed financing or subsidies.

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Government and Services industry group. The clients listed below are
some of our largest clients in this industry group, in terms of net revenues,
for fiscal year 2001.
--------------------------------------------------------------------------------
                     GOVERNMENT AND SERVICES INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
Industry Net Revenues (in thousands):          $1,144,511         $593,175
 Percent of Total Industry Net Revenues:                22%              25%
--------------------------------------------------------------------------------
Examples of Clients in Fiscal Year 2001

          American Airlines
          British Airways Plc
          Canadian Pacific Railways
          Consignia Plc
          Department for Work and Pensions (UK)
          Deutsche Post AG
          Government of Ontario
          Home Office (UK)
          Japan Airlines
          Deutsche Lufthansa AG
          Preussag AG
          Sodexho Inc.
          TPG (TNT) Post Group N.V.
          UK Ministry of Defence
          U.S. Department of Defense
          U.S. Postal Service
          United Airlines
          United Parcel Service
--------------------------------------------------------------------------------

     GOVERNMENT.  In our government industry sector, we serve a variety of
government organizations, including national governments and international
agencies as well as local municipalities. In fiscal year 2001, we served
governments in many countries, including the United States, Canada, Australia
and all members of the European Union. We believe that the government sector is
facing new and more complex problems while the number of governmental employees
is shrinking. We believe citizens are demanding more efficient, more convenient
and more accountable public services. We help our clients to meet these
challenges by working with them to change processes, reallocate spending and
upgrade technology to create an increasingly electronic environment. We also
work with these organizations to outsource functions that are not critical to
government operations. For example, we are currently working with the United
Kingdom Department for Work and Pensions to build a new multi-channel
customer-focused organization that will serve the needs of all United Kingdom
pensioners. Multi-channel refers to the multiple ways an organization can
communicate or interact with its clients or customers.

     DEFENSE.  In our defense industry sector, we serve departments and
ministries of defense. We believe that one of the key challenges facing defense
organizations is to improve operational efficiency. To help our clients, we
develop solutions that focus on improving efficiency and simplifying
infrastructure. We also work with defense organizations to improve their
war-fighting, logistics and business processes. Our solutions include developing
innovative solutions for the sharing of information and integrating
geographically diverse operations. For example, beginning in 1999 and continuing
through this year we have worked closely with the United States Navy Commander
in Chief, Pacific Fleet, a command responsible for approximately 240,000 people,
200 ships and 1,400 aircraft from the West Coast of the United States to the
Persian Gulf. We helped

                                        88
the command to redesign its organizational processes by developing
Internet-based tools to improve the efficiency of its operations and to enhance
its communication systems.

     AVIATION.  In our aviation industry sector, we serve airlines, airports and
other aviation industry companies. In fiscal year 2001, we served seven of the
nine airlines listed in the 2001 Fortune Global 500. We believe that the airline
industry faces increasing pressure to reduce costs, enhance customer
satisfaction and improve security. We also believe that airline companies
require the highest quality systems integration solutions because of their need
for real time information and processing efficiency. In addition to systems
integration solutions, we assist airlines around the world with improving their
business processes in administrative, maintenance, repair and operational areas.
We also are offering electronic services and solutions in the areas of
operations strategy, implementation and customer service. We are one of the
industry's key implementers of integrated enterprise resource planning
solutions, having implemented these solutions in one-third of the 2001 Fortune
Global 500 airlines. In addition, we currently are working closely with the new
Transportation Security Administration in the United States, including through
several of our strategic alliance relationships. We have developed design and
program concepts for improving airline and airport security that we are applying
in our initial work.

     POST AND SURFACE TRANSPORT.  In our post and surface transport industry
sector, we serve post or mail, railroad and sea-based transportation companies
and organizations. We also serve logistics service providers, such as
warehousing and distribution organizations. We believe that these industries are
benefiting from the speed and efficiency provided by electronic business. We
also believe, however, that the use of electronic business makes the successful
fulfillment of customer orders more difficult. Our client service staff are
providing our clients with solutions that improve fulfillment accuracy, reduce
costs of fulfillment and simplify and increase the efficiency of the connection
between order taking and fulfillment. We also work with companies to develop
better international logistical support. For example, in 2002, we are helping
the United States Postal Service develop a strategy for the realignment of its
international service centers and its global transportation links. We have also
assisted the United States Postal Service in developing its overall logistics
strategy as well as redefining the processes and technologies necessary to
implement this strategy.

     Financial Services

     In our Financial Services industry group, we serve companies in the
banking, insurance, capital markets and investment management industries. In
fiscal year 2001, we served 75 of the 116 financial services companies in the
2001 Fortune Global 500. While each of these industry sectors has unique issues,
we believe they share common challenges, including economic pressures from
increased competition and an evolving regulatory environment. Other common
themes for this industry in our experience include managing customer
relationships, managing credit risk and write-offs and streamlining core
business processes as well as complying with increasing regulatory requirements.
We share resources and learning within this group, allowing us to develop and
market solutions to clients in a timely and cost-effective manner. Many of our
clients are active in more than one industry sector, and we work closely as one
team to apply individual skills to meet client needs.

                                        89
The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Financial Services industry group. The clients listed below are some of
our largest clients in this industry group, in terms of net revenues, for fiscal
year 2001.
--------------------------------------------------------------------------------
                       FINANCIAL SERVICES INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
Industry Net Revenues (in thousands):           $897,075          $338,910
 Percent of Total Industry Net Revenues:               18%               15%
--------------------------------------------------------------------------------
Examples of Clients in Fiscal Year 2001
ABN AMRO
          Aetna, Inc.
          Allianz AG
          American Express Company
          Aviva (formerly CGNU)
          AXA
          Bank of Montreal Group of Companies
          Barclays Bank Plc
          Citigroup, Inc.
          Credit Suisse Group
          Deutsche Bank AG
          FleetBoston Financial
          J.P. Morgan Chase
          Lloyds TSB
          Prudential Financial Company
          Societe General
          Swiss Re
          UBS AG
          Wells Fargo Bank
          Zurich Financial Services
--------------------------------------------------------------------------------

     BANKING.  In our banking industry sector, we serve commercial and savings
banks, diversified financial institutions and other lending organizations. We
believe that the rapid growth of banking-related electronic commerce, the
convergence, or coming together of, the financial services industries and the
deregulation of the banking industry make it possible for new entrants to
effectively compete with more mature companies. To compete effectively in this
new market, we believe that banks must effectively sell a wide range of products
through multiple points of customer contact, including telephone banking,
Internet banking and mobile services as well as card services, automated teller
machines and traditional branches. Our practice focuses on helping banks to use
new technologies to optimize the relationships with their customers, improve
shareholder value and enhance banking operations and infrastructure management.
For example, in 2001, we assisted FleetBoston in a variety of important projects
and efforts, including the implementation of its customer relationship
management strategy in several significant areas within the bank. FleetBoston
has chosen Siebel-eFinance as its primary systems solution to manage its
customer relationships. Working closely with us, FleetBoston customized
Siebel-eFinance applications and integrated them into their systems, improving
access to customer data and enhancing customer service and sales and marketing
abilities.

     CAPITAL MARKETS.  In our capital markets industry sector, we serve both
established and emerging capital market organizations, including global
investment banks. We believe that the capital markets industry is characterized
by consolidation, cross-border trading and the need for more efficient
transaction processing. We also are seeing an evolving regulatory and accounting
environment. We are working with several clients to implement the concept of
straight-through processing to implement one-day clearing of capital markets
transactions which would represent a major step forward in the speed and
accuracy of capital markets transaction processing. We also help clients
modernize and simplify their operations and financial reporting processes. For
example, we are currently working with a client in the redesign of its financial
reporting systems, helping them with their electronic procurement initiatives
and reviewing the systems implications of the client's adoption of United States
generally accepted accounting principles as its primary basis of reporting.

     INSURANCE.  In our insurance industry sector, we serve life insurance
companies, property and casualty and health insurance companies, reinsurance
companies and insurance brokerages. We believe industry consolidation, new
technology and reduced regulatory barriers as well as an increased focus on risk
management are the key industry challenges and opportunities. We believe the
insurance industry also faces

                                        90
critical challenges as companies introduce more points of customer contact and
move more services online. Clients recognize that online services will make it
possible to deliver a faster and simpler customer experience at a significantly
lower cost, but the industry remains constrained by its existing infrastructure
limitations. We work with clients to determine their competitive strategies and
to align and implement new processes and technologies. For example, in October
2001, we successfully implemented a custom-developed medical underwriting
application for a leading insurance company. The application replaced an
existing paper-based system, which improved processing speed and efficiency and
reduced costs. The program was delivered successfully in an eight month time
period to support peak processing during annual enrollments. Key objectives of
the application have already been exceeded, including achieving automated
decision making for a significant percentage of applications and providing an
underwriting rule base that is maintained and added to by business analysts.

     INVESTMENT MANAGEMENT.  In our investment management industry sector, we
serve investment and wealth management organizations. Despite a slower than
expected start, we believe that consumer demand for Internet-based financial
planning services will rise. To compete with banks and to attract and retain
customers, investment managers will need to transform their organizations into
consumer-oriented companies powered by technology. We also perform surveys and
market analysis of the wealth management and private banking industries. We help
our clients define their strategy and develop and implement technology. We also
provide merger integration advisory services. We believe our practice helps our
clients improve internal management systems by integrating existing technology
with new systems and linking them to their customers.

     Information, Communications and Entertainment

     In our Information, Communications and Entertainment industry group, we
serve companies in the telecommunications, entertainment and media and
hospitality and leisure industry sectors. Many of our clients have businesses in
more than one of these industry sectors, which we believe have several common
challenges and opportunities, including:

      --   maximizing revenues by selling multiple products and services to the
           same customer,

      --   attracting and retaining customers in an increasingly competitive
           marketplace,

      --   exploiting the combination of content, distribution and consumer
           devices,

      --   capitalizing on increasing consumer acceptance of wireless
           communications and mobile devices and services,

      --   reducing operating costs and

      --   creating an efficient, common infrastructure to integrate diverse
           operations.

By covering these industry sectors in one industry group, we are able to better
understand these common issues by sharing resources, learning and solutions
among these sectors across the world, while also addressing the unique needs and
challenges of each sector.

                                        91
The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Information, Communications and Entertainment industry group. The
clients listed below are some of our largest clients in this industry group, in
terms of net revenues, for fiscal year 2001.
-----------------------------------------------------------------------------------
           INFORMATION, COMMUNICATIONS AND ENTERTAINMENT INDUSTRY GROUP
-----------------------------------------------------------------------------------
                                                   YEAR ENDED     SIX MONTHS ENDED
                                                  JUNE 30, 2001   DECEMBER 31, 2001
Industry Net Revenues (in thousands):              $697,888          $310,036
 Percent of Total Industry Net Revenues:                  14%               13%
-----------------------------------------------------------------------------------
Examples of Clients in Fiscal Year 2001

          AOL Time Warner
          AT&T
          Bertelsmann Music Group
          Cable & Wireless Plc
          Deutsche Telekom AG
          France Telecom
          Genuity, Inc.
          KPN
          NTT DoCoMo, Inc.
          Sony
          Sprint Corporation
          Telefonica S.A.
          Telstra S.A.
          Verizon
          Vodafone Group Plc
          The Walt Disney Company
          WorldCom, Inc.
--------------------------------------------------------------------------------

     COMMUNICATIONS.  In our communications industry sector, we serve the
following types of companies:

      --   traditional long distance and local telephone companies,

      --   cable and satellite operators,

      --   wireless communications providers,

      --   providers of fiber-optic and other cable facilities, with
           high-bandwidth or transmission capacity,

      --   Internet service providers and

      --   other communication service providers, such as call centers, which
           are centers which typically manage an organization's interactions
           with customers through the telephone and, increasingly, using other
           mediums of communication such as electronic mail.

In fiscal year 2001, we served 20 of the 27 communications companies in the 2001
Fortune Global 500. We believe that communications companies face opportunities
and challenges brought on by new technologies and changing regulation as well as
new business models and rapidly changing customer requirements. The
accessibility, flexibility and convenience of wireless devices is an example of
how technology continues to change the communications industry. We also believe
that consumers are demanding increased bundling of services and content. As a
result, in our experience, enhanced customer relationship and content management
capabilities have become key sources of competitive advantage for leading
communications companies. To help our clients manage these challenges, our
services often involve the implementation of our customer relationship
management services, including our CRM Accel solution set. We also help our
clients handle complex infrastructure requirements through offerings such as our
New World Networks solution set. These solution sets are described below.

     ENTERTAINMENT AND MEDIA.  In our entertainment and media industry sector,
we serve film, television, radio and publishing companies. We also serve games,
live entertainment and advertising companies. In fiscal year 2001, we served
seven of the nine entertainment and media companies in the 2001 Fortune Global
500. We believe that the delivery of entertainment and media over the Internet
and digital production, distribution and presentation of content will continue
to drive how these companies create and offer their services. Electronic
delivery also will greatly increase the threat of the unauthorized duplication
and distribution of

                                        92
content. Our practice is focused on effective and efficient operation of the
core and traditional entertainment and media business segments, particularly in
response to continuing merger and consolidation activity. We also help clients
assess and prepare for the impact that new technologies will have on the way
their customers obtain and enjoy content. In addition, we have service
offerings, such as our digital rights management solution, that help our clients
protect their content.

     HOSPITALITY AND LEISURE.  In our hospitality and leisure industry sector,
we serve clients that operate hotels, theme parks, gaming facilities and cruise
lines. We also serve food and beverage service providers, rental car companies
and sports and leisure businesses. Our work in hospitality and leisure focuses
on a few major themes, including enhancing guest and customer relations,
strengthening business relationships and improving employee relationships. We
also assist our clients in their efforts to improve the overall customer
experience, which we believe is a goal shared by all of our clients in this
industry sector. The solutions we are most often asked to provide include
customer relationship management, supply chain management and the implementation
of online information-sharing networks. For example, we have helped our clients
implement new business-to-enterprise communication networks that allow employees
to stay better informed, resulting in better communication with customers. We
also have helped clients improve the productivity of their procurement
organizations by consolidating purchasing activities across their businesses to
reduce costs.

     Energy and Utilities

     In our Energy and Utilities industry group, we serve companies in the oil
and gas, utilities and mining industry sectors. We believe that businesses in
these industry sectors that are involved in exploration and extraction of
resources share a number of common challenges, including management of capital
intensive operations and volatile commodity prices. Companies involved in the
delivery of the products and services of these industry sectors we believe also
share common challenges, including complex supply chain and customer management
concerns.

     The following table sets forth industry net revenues and percentage of
total industry net revenues for the twelve countries and geographic areas
described above and a representative list of clients for the periods indicated
for the Energy and Utilities industry group. The clients listed below are some
of our largest clients in this industry group, in terms of net revenues, for
fiscal year 2001.
--------------------------------------------------------------------------------
                      ENERGY AND UTILITIES INDUSTRY GROUP
--------------------------------------------------------------------------------
                                                YEAR ENDED     SIX MONTHS ENDED
                                               JUNE 30, 2001   DECEMBER 31, 2001
Industry Net Revenues (in thousands):           $636,601          $359,238
 Percent of Total Industry Net Revenues:               12%               15%
--------------------------------------------------------------------------------
Examples of Clients in Fiscal Year 2001

          Amerada Hess Corporation
          American Electric Power
          BP Group
          Centrica Plc
          ChevronTexaco
          Duke Energy
          Endesa
          ExxonMobil
          LUKOIL Overseas
          Marathon Oil
          RAG Aktiengesellschaft
          Reliant Energy
          Repsol YPF
          Royal Dutch/Shell Group
          Southern Company
          Statoil ASA
--------------------------------------------------------------------------------

     OIL AND GAS.  In our oil and gas industry sector, we serve petroleum
exploration, refining and distribution companies and petrochemical businesses.
In fiscal year 2001, we served 20 of the 37 petroleum companies in the 2001
Fortune Global 500. We believe that consolidation in this industry and the price
volatility of oil are forcing companies to manage their cost structures more
effectively, which includes the outsourcing of operations that are not core to
their businesses. The principal services we provide in this industry include
implementing financial management systems, improving supply chains and
increasing outsourcing. They also include integrating electronic management
systems and electronic markets into traditional business models.

                                        93
For example, working with SAP AG, we have developed SAP PRA, a production and
revenues accounting component for use in SAP's enterprise resource planning
software. This application is now a major component of the mySAP Oil & Gas
software solution. This software enables our clients to manage the entire
production and revenues process. We have successfully implemented this software
at both Texaco and Marathon Oil and are currently implementing the solution at
ChevronTexaco and BP Exploration and Productions' operations in the United
States, excluding Hawaii and Alaska, for which we are also the finance and
accounting business process outsourcing provider.

     UTILITIES.  In our utilities industry sector, we serve electric, gas and
water utility companies. In fiscal year 2001, we served 18 of the 28 utilities
companies in the 2001 Fortune Global 500. We believe that this industry is
characterized by deregulation, globalization and convergence, or the coming
together of previously separate industries or industry segments. To help clients
succeed in this environment, we have developed a business process architecture
map, called The Utilities Jigsaw, which describes the evolution of utility
company business processes due to deregulation. Our solutions in this industry
sector focus on improving our clients' supply chains and integrating their
information systems throughout their operations. For example, we helped design
and implement opciona.com, the leading utility sector business-to-business
electronic market in Spain and Latin America. Opciona has already enabled a
large Spanish utility company to benefit from lower equipment costs and reduced
transaction costs for purchasing.

     MINING.  In our mining industry sector, we serve mining companies in the
world's key mining regions. In fiscal year 2001, we served two of the three
metals and mining companies in the 2001 Fortune Global 500. We believe that the
mining industry is characterized by increased consolidation and volatile
commodity prices. To succeed in this environment, we believe that companies must
decrease costs by improving their asset management and procurement processes and
integrating cross-border operations. We work with mining clients on a variety of
projects, including mine planning and modeling, operational effectiveness and
physical asset management. For example, in a recent engagement we helped
redesign operations at a client's coal mine that resulted in a substantial
reduction in unit costs and staff levels while maintaining mine output.

     SOLUTION AREAS

     We also approach our business by grouping our services into seven services
areas, which we refer to as solution areas. We group our solution areas into the
following three broad categories:

      --   develop, which is developing business, technology and change
           strategies for our clients,

      --   deliver, which is designing and implementing technology-based
           business processes and solutions, and

      --   operate, which is our emerging application management and business
           process outsourcing offering which we intend to grow as one of our
           growth strategies.

                                        94
The chart set forth below illustrates how we view our solution area
offerings to clients.

                             [SOLUTION AREAS CHART]

     Our accounting systems do not track our revenues by solution area. We know,
however, that our application management and business process management
business, which is described below, is in the initial stages of development.
Accordingly, we have not derived significant net revenues from this solution
area, which constitutes the operate category of our solution areas.

     Strategic Change

     In our Strategic Change solution area, we help our clients understand
trends and other forces affecting their industries and help design and implement
strategies to better differentiate our clients in their marketplaces. Our
Strategic Change practice is an important component of our integrated approach
to serving clients. Our Strategic Change client service staff work closely with
our functional and technical implementation solution areas to design achievable
implementation plans for our proposed strategies. Within Strategic Change, we
divide our services into the three separate service offerings described below.

      --   CORPORATE AND OPERATIONS STRATEGY.  We focus in this service offering
           on questions such as where to compete, including analyzing which
           products to sell and in which markets and for which customers to
           compete. We also analyze how to compete, including identifying a
           company's core strengths and competitive advantages. In addition, we
           help our clients develop the business models necessary to integrate
           their corporate strategies into their operations to enhance
           shareholder value.

      --   ORGANIZATION AND CHANGE STRATEGY.  We support our clients with
           organizational recommendations that help them match their culture,
           people, structures, processes and information technology with their
           corporate and operations strategy. Our recommendations often involve
           large-scale organizational changes. Our services also include change
           management and leadership coaching.

      --   INFORMATION TECHNOLOGY STRATEGY.  We help our clients design and plan
           information technology architectures, or plans, to support their
           corporate strategies and to gain competitive advantage. We also
           create information technology transition programs that help our
           clients realize the full potential of their information technology
           investments.

                                        95
Customer Relationship Management

     In our Customer Relationship Management solution area, we help our clients
strengthen their customer relationships by responding to customer needs while
reducing operational cost. We provide a range of customer relationship
management services globally, but our projects usually involve one or more of
the elements described below.

      --   VISION.  We help our clients look at the way they interact with their
           customers and help them understand their existing customer-related
           capabilities and limitations. We use this process to help our clients
           frame a vision for the future of their customer relationships. In the
           process of creating a customer relationship management vision, we
           also identify how other businesses and organizations interact with
           customers, looking for processes that are the best in the
           marketplace. We then work with our clients to develop integrated
           plans to transform current operations to meet the goals that we
           develop with our clients.

      --   MULTI-CHANNEL.  We help our clients design and apply integrated
           technology solutions to assist them in serving their customers
           through the variety of ways, or channels, in which they interact with
           their customers. This includes product and service campaign
           management, computer-automated marketing management and call center
           operations. Our newly launched CRM Accel solution set, described
           below, helps us serve our clients by integrating traditional and new
           communication tools to efficiently and effectively target customers
           and customer needs.

      --   ANALYTICS.  We help our clients better understand their customers and
           their habits, needs and history. Working with our clients, we build
           insight into potential and existing customers from the various data
           sources they have available. We then use these insights to help our
           clients develop customized campaigns, products and services to
           improve their customer relationships.

An example of a recent engagement is our work at American Airlines' customer
call center. We helped American Airlines redesign their call center processes to
enable customers to obtain information more quickly. As a result of our work,
American Airlines has substantially reduced its average customer call time,
which is resulting in significant cost savings.

     Financial Management

     In our Financial Management solution area, we help our clients design and
implement business process and technology solutions for their finance and
accounting functions. We work closely with SAP, Oracle and PeopleSoft as well as
other technology vendors to serve the core systems needs of our clients in this
area. Our service offerings help clients address the changing role of finance
and better manage capital and profits. We also help them increase the visibility
of financial information and maximize the benefits of technology. We currently
are focusing on three key issues facing our clients, as described below.

      --   FINANCIAL MANAGEMENT STRATEGY.  We believe that the internal finance
           function is evolving to a smaller and virtual organization capable of
           supporting new initiatives without compromising its traditional
           guardianship role. Our solutions include advising clients concerning
           finance strategy, realizing the benefits from process automation and
           profit improvement. They also include organizational design,
           training, modeling and measurement.

      --   CONTINUED AUTOMATION OF FINANCIAL PROCESSES.  We believe that
           financial technologies and an understanding of the best practices
           within an industry and marketplace are becoming increasingly
           interwoven and are helping to accelerate the evolution of the finance
           function toward a virtual organization. Our finance technology
           solutions help clients manage their applications and infrastructure
           to reduce costs and increase value for our clients. These solutions
           include core enterprise resource planning financial systems, systems
           integration and process engineering. They also include shared
           services design and implementation, outsourcing strategy, merger
           integration and technology selection and implementation.

                                        96
--   EFFECTIVELY MANAGING INFORMATION.  We believe that managing
           information effectively is becoming a necessary competency of the
           finance function. In our experience, the finance function brings a
           unique perspective to informing and enabling intelligent business
           decisions. Its traditional roles in measuring and controlling
           internal performance, measuring customer profitability and performing
           competitive analysis as well as new roles such as measuring the
           performance of collaborative business networks provide the finance
           function with an important role in understanding and using
           information.

We are continually developing solutions to improve our clients' financial
management capabilities. For example, our iAnalytics solution set, described
below, is designed to allow senior management to set strategy and deploy
appropriate process and technology to implement key performance measures
throughout the entire organization.

     Human Capital

     In our Human Capital solution area, we help our clients with the full
lifecycle of people management. We design human capital strategies, manage
workforce knowledge and seek to improve employee productivity through the
application of appropriate tools and technologies. We believe that attracting,
developing and retaining talented employees is essential to the success of
nearly all of our clients. We provide services in this solution area in a wide
range of areas, including the ones described below.

      --   HUMAN RESOURCES PROCESS IMPROVEMENT.  We help our clients develop
           their human capital strategy, focusing on developing and deploying
           various human resources processes and technologies to meet their
           business needs. Clients also seek our advice on developing
           electronic-based human resources processes, moving to shared service
           centers or outsourcing their human resources processes, people and
           technologies to a third party, or a combination of all three.

      --   LEARNING.  We assist our clients in designing appropriate learning
           strategies. We also help create and deliver both traditional
           classroom training and, working with our alliance members, Internet
           based training. We work with our clients to operate their Internet
           learning environment in a cost effective manner.

      --   BUSINESS-TO-EMPLOYEE.  We work with our clients to integrate
           strategy, process and technology to allow them to connect easily
           through the Internet with their employees. Our service offering in
           this area enables employees to communicate, conduct and attend
           training and manage key self-service functions such as benefits
           administration.

      --   HUMAN RESOURCES TECHNOLOGY.  Working with our strategic alliance
           members such as Oracle, PeopleSoft and SAP, we assist our clients
           with designing, building and implementing human resources systems.
           These systems often extend beyond human resources administration and
           payroll and include systems to enhance recruitment, competency and
           performance management and succession planning. They also enable our
           clients to perform these functions over the Internet.

We work to provide our clients with appropriate advice on how to maintain and
enhance their human capital. For example, we conduct frequent marketplace
surveys to help ensure that we have up to date information on which our clients
can compare their human resources operations to the human resources operations
of their competitors.

     Supply Chain and Operations

     In our Supply Chain and Operations solution area, we help our clients
improve profitability by making their supply chain, which includes both the
internal movement of inventory and the movement of goods to and from suppliers
and customers, more effective through process improvement and the use of
advanced technologies. Our solutions help streamline new product development and
planning, make procurement more efficient and strengthen customer and supplier
relationships. Our comprehensive supply chain services cover the areas described
below.

                                        97
--   SUPPLY CHAIN STRATEGY.  We help our clients understand their existing
           supply chain by analyzing current processes and infrastructure. We
           also help design a supply chain strategy by looking at the practices
           of other companies and determining which processes would be
           advantageous for our clients.

      --   INTEGRATED SUPPLY CHAIN PLANNING.  We help our clients adjust
           manufacturing to meet fluctuating demand through improvement of
           business processes and application of technology. We also help our
           clients collaborate, increasingly through electronic networks, with
           suppliers and customers.

      --   INTEGRATED SUPPLY CHAIN ENTERPRISE RESOURCE PLANNING.  Through design
           and implementation of integrated technologies from technology
           providers such as Oracle, PeopleSoft and SAP, we help clients respond
           to rapidly changing conditions through efficient access to and
           exchange of information.

      --   PRODUCT LIFECYCLE MANAGEMENT.  We provide process and technology
           solutions that integrate and simplify new product design, manufacture
           and delivery processes.

      --   PROCUREMENT.  We help our clients develop capabilities to
           electronically collaborate with suppliers for efficient supply
           procurement and inventory management.

      --   LOGISTICS AND DISTRIBUTION.  We use technology solutions to help our
           clients improve efficiency through the integration of warehouse and
           transportation management processes.

Many of our services involve the use of Internet-based technologies. For
example, we have helped deploy technologies to allow for electronic fulfillment
of customer orders, electronic procurement and collaborative forecasting between
purchasers and suppliers in several major client organizations.

     Information Technology

     Our Information Technology solution area represents our core resource for
the design and implementation of complex information technology projects. Our
client service staff are responsible for all phases of technology
implementation, from strategic planning and design to implementation and
testing. Within this solution area, we provide our clients with expertise in a
wide range of areas, including the areas described below.

      --   SYSTEMS INTEGRATION.  We provide our clients with expertise in
           enabling hardware, operating systems and software, including software
           from multiple vendors, to function as an integrated solution. We also
           have expertise in the design and development of application systems
           with a focus on Internet-based and other leading technology
           platforms. In addition, we work on complex testing and configuration
           engagements, often in connection with other solution areas.

      --   DATA WAREHOUSING AND DATA MINING.  In our data warehousing and data
           mining service offering, we focus on helping our clients find
           information in multiple computer databases and files and bringing the
           information to the user as well as helping our clients organize
           information for easy future use. For example, our iAnalytics solution
           set, described below, utilizes data warehousing and data mining
           technologies to find information that may be buried in multiple
           computer systems.

      --   INFORMATIONAL TECHNOLOGY BUSINESS MANAGEMENT.  We help our clients
           manage their internal information technology departments and
           processes, often consulting with chief information officers and chief
           technology officers. Our goal is to help our clients effectively
           manage their procedures and tools to maximize the efficiency and
           functionality of their information technology departments.

      --   PROGRAM MANAGEMENT.  Our program management specialists are experts
           in managing the complex processes of technology implementation. For
           example, we provide clients with experienced project and program
           management resources to organize and manage the implementation of
           major technology programs.

Our engagements involving Information Technology solutions, particularly our
systems integration and data warehousing projects, usually involve large-scale
strategic planning and development followed by global or national
implementations. We maintain and renew the expertise of our technology client
service staff by focusing on the fundamentals of methods, tools and training.
The fundamentals also include knowledge sharing and hands on experience as new
technologies emerge.

                                        98
Application Management and Business Process Management

     Although we currently provide a limited amount of outsourcing services for
our clients, we plan to grow both our application management and business
process management services in the near future to complement our strategy and
implementation strengths. Our goal is to provide these services in conjunction
with our other solutions so that we provide a complete set of integrated
services and solutions to our clients, allowing us to manage the entire
lifecycle of a business function or application.

      --   APPLICATION MANAGEMENT SERVICES.  In our application management
           practice, we perform ongoing maintenance and development services for
           important software applications, such as enterprise resource planning
           systems, which control functions such as financial reporting and
           human resources. Although we currently provide a limited amount of
           these services, we plan to expand these services considerably.

      --   BUSINESS PROCESS MANAGEMENT SERVICES.  Business process management
           services, which are services in which entire processes, like
           accounting and financial reporting systems, are administered and
           operated by a service provider, have not historically been part of
           the management consulting and technology services businesses which
           are being transferred to us as part of our separation from the
           PricewaterhouseCoopers network of firms. Following this offering we
           plan to build our business process management services business to
           complement our strategy and implementation strengths. As part of our
           separation, the PricewaterhouseCoopers firms are transferring a
           portion of their business process management services businesses to
           us, which we will use as a platform to build this solution offering.
           The portion of their businesses being transferred to us is a group of
           contracts, which we believe are consistent with our strategy to grow
           our outsourcing services in industries and solution areas where we
           believe we have competitive strengths. We have been informed by the
           PricewaterhouseCoopers firms that they intend to change their
           existing business process management services businesses to focus on
           serving smaller companies and organizations. We do not believe that
           the continued operation by the PricewaterhouseCoopers firms of their
           business process management services businesses will have a negative
           impact on our business process management services business. In
           addition, the terms of the noncompete arrangements entered into with
           the PricewaterhouseCoopers firms as part of our separation will limit
           the ability of the PricewaterhouseCoopers firms to provide business
           process management services.

     To complement our application management and business process management
services, we will continue to offer infrastructure management services to our
clients, which are services in which large-scale, capital-intensive technology
systems are owned or operated by third party technology service providers,
primarily through our strategic alliance relationships with EDS, Intel Online
Services and other information technology outsourcing companies. Following this
offering, we will continue to rely on our existing strategic relationships, and
on new strategic relationships we may enter into following this offering, to
provide these services to clients.

     We are in the process of building the organization we need to expand this
solution area. We need to hire new client service staff with skills and
capabilities that are different than those of our consulting partners and other
consulting client service staff. We also need to create new methodologies to
support this service offering.

     We believe that our client base of many Fortune Global 500 companies, which
we expect to be the companies more likely to seek outsourcing services, may help
us market our services because of our existing relationships. We intend to focus
on areas of application management and business process management services,
such as financial management services, in which we believe our core expertise in
business processes may give us a competitive advantage. We also believe that our
strong strategic alliances with leading software companies will help us build
this solution area.

                                        99
ALLIANCES

     To extend our capabilities and service offerings, we have alliance
relationships with technology companies and companies in other fields. We
categorize our alliances based on the importance of the alliance to our business
and our clients. Our most important alliances are our strategic alliances, to
which we devote considerable resources, such as marketing, trained client
service staff and infrastructure support. We also have a number of important
relationships that we refer to as our managed alliances. These alliances produce
technologies that complement our knowledge and skills to build value-adding
solution offerings for our clients. Most of our alliance relationships are
applicable to multiple industry groups, although some of our alliances relate to
a specific solution area or industry segment. Our alliances are not exclusive.

     We currently have strategic alliances with seven companies. We devote
significant resources to these strategic alliances. For example, as of March
2002, we had more than 12,000 client service staff trained and experienced in
implementing one or more applications or technologies developed by Oracle,
PeopleSoft, SAP and Siebel. Our strategic alliances also provide us with
important leads regarding new projects and engagements. In addition, we work
with these companies to develop new solutions and services.

     While conducting business as part of the PricewaterhouseCoopers network of
firms, we have entered into written agreements for most of our alliances, which
agreements will be transferred to us prior to the closing of this offering. Our
alliance agreements generally have short terms, usually no more than two years,
and can be extended in most cases. Most of these agreements also can be
terminated with or without cause upon short notice. Many of the agreements
include one or more of the following cooperative elements or agreements:

      --   resale arrangements, in which technology vendors provide us with the
           ability to offer discounts to our clients on hardware and software,

      --   development arrangements, in which we agree to jointly develop new
           capabilities for existing products or services,

      --   joint marketing arrangements,

      --   access to demonstration software licenses, which allow us to use
           software from our vendors as part of our development and marketing
           activities,

      --   access to or discounts on training programs and

      --   arrangements to dedicate client service staff and other resources to
           building the alliance relationship.

     While we believe our alliance relationships are an important part of our
strategy to offer comprehensive solutions to our clients, our alliance
agreements generally do not require us or the other parties to provide any
specified number of referrals or achieve any particular level of revenues. In
addition, these agreements are not required in order for us to implement or
deploy the software or hardware of the companies with which we have alliances.

     The following tables set forth a description of our strategic and managed
alliance relationships.

     STRATEGIC ALLIANCES
COMPANY                             ALLIANCE DESCRIPTION
---------------------  ------------------------------------------------------------
EDS                    We work with EDS to offer clients enterprise-wide solutions.
                       The alliance is mainly focused around SAP outsourcing
                       opportunities.

Hewlett-Packard        We work with Hewlett-Packard both as a reseller of their
                       equipment and through our strategic relationship to provide
                       supply chain collaboration and other solutions. The alliance
                       uses Hewlett-Packard's infrastructure and platform strengths
                       and our system integration and business consulting services.

Oracle                 We work with Oracle to provide enterprise solutions to
                       transform our clients' businesses. These solutions span the
                       entire enterprise, including customer relationship
                       management, supply chain management and online network, or
                       portal, solutions.
100
COMPANY                             ALLIANCE DESCRIPTION
---------------------  ------------------------------------------------------------
PeopleSoft             We work with PeopleSoft to help our clients create human
                       resources, financial management, customer relationship
                       management and supply chain solutions on various platforms,
                       including through the Internet.

SAP                    We work with SAP to provide solutions that help companies
                       collaborate electronically with customers, suppliers,
                       employees and shareholders. These systems are delivered to
                       enable companies to win new business, improve
                       responsiveness, lower costs and manage their business more
                       effectively.

Siebel Systems         We work with Siebel Systems to deliver customer relationship
                       management and employee relationship management technologies
                       that help our clients interact effectively with their
                       customers, partners and employees across multiple points of
                       contact including the Internet, call centers and personal
                       contact. These multiple contact points also include wireless
                       communication, retail contact and dealer contact.

Sun Microsystems       We work with Sun Microsystems globally across many
                       industries as a reseller of their technology and to help our
                       clients develop solutions, such as customer relationship
                       management, addressing critical business functions.
MANAGED ALLIANCES
COMPANY                             ALLIANCE DESCRIPTION
---------------------  ------------------------------------------------------------
BEA Systems            We work with BEA Systems to deliver a broad array of
                       application integration services for our clients focusing on
                       customer relationship management, supply chain and
                       operations, human capital and financial management
                       solutions.

Cognos                 We work with Cognos to help our clients implement
                       analytics-based solutions that allow our clients to maximize
                       and streamline their decision-making processes, as well as
                       to monitor their key measures of business performance.

Documentum             We work with Documentum to deliver enterprise-wide content
                       management solutions to our clients. In addition, we have
                       developed tailored solutions with Documentum to deliver
                       content management functionality to meet the complex
                       requirements of the pharmaceuticals industry sector.

Epicentric             We work with Epicentric to implement and manage portal, or
                       online network, initiatives that provide access to business
                       information and applications, allowing an enterprise to
                       interact with employees, customers and suppliers in new and
                       more effective ways.

i2 Technologies        We work with i2 Technologies across their entire product
                       suite to build value-based business systems to improve our
                       clients' supply chain and customer service effectiveness. We
                       also have built a number of online public and private trade
                       exchanges based on i2 Technologies software.

Informatica            We work with Informatica to help our clients achieve a
                       complete view of their business and to gain insight that is
                       critical for maximizing business efficiency, performance and
                       profitability.

Intel Online Services  We work with Intel Online Services primarily to provide web
                       hosting and information technology outsourcing services to
                       our clients. We also work with Intel Online Services to
                       assist our clients with the fundamental processing
                       infrastructure requirements needed to support their
                       information technology requirements across their entire
                       enterprise.

Manugistics            We work with Manugistics to deliver innovative supply chain
                       planning and transportation management solutions to our
                       clients.

Microsoft              We work with Microsoft on a variety of levels worldwide to
                       deliver efficient business systems to our clients.
101
SOLUTION SETS

     A key component of our continuous innovation strategy is our solution set
program. This formal program involves identification of key technology and
business trends and anticipating the challenges and opportunities they create
for our clients. We create specialized combinations of business strategy,
process change and technology to address these challenges and opportunities. We
refer to these combinations as our Solution Sets. We believe that our Solution
Sets provide us with a quick and cost-effective means to develop reusable
solutions for our clients that we believe are advanced and focused on the most
important issues facing our clients.

     This formalized innovation process involves an ongoing process of looking
at our external markets and client organizations to find new opportunities. It
also involves allocating resources to each solution set. Each of our solution
sets is in a different stage of development, with some being marketed actively
to clients and others continuing to be developed and refined internally or at a
limited number of clients. Once a solution set is ready to be deployed on a
larger scale, we migrate the solution to one of our seven solution areas and it
becomes a standard offering.

     During the past year, we invested in a number of solution sets which we
believe are, and will continue to be, important to the success of many of our
clients. These solution sets are described below.

      --   BUSINESS-TO-ENTERPRISE.  Our Business-to-Enterprise solution set
           helps companies improve internal employee communication and the flow
           of information. The core of our Business-to-Enterprise solution set
           is the implementation of a company-wide online network, or portal,
           through which employees perform selected business processes. Some
           businesses and organizations have implemented business-to-enterprise
           portals to serve as the primary means of communication among
           employees. Other companies are using business-to-enterprise portals
           as the way to manage routine business tasks, such as time reporting
           by employees.

      --   COLLABORATIVE VALUE CHAIN.  Our clients are consistently seeking ways
           to better collaborate with their suppliers, customers and other
           trading partners. Through our alliance with Hewlett-Packard, we have
           developed a set of process and technology solutions to allow our
           clients to quickly make improvements in this area. Our Collaborative
           Value Chain solutions set includes process and technology
           architecture for design and development of public and private online
           commerce centers and trade exchanges.

      --   CRM ACCEL.  Our clients are seeking to better manage and exploit the
           multiple ways, or channels, of connecting with customers. The CRM
           Accel solution set helps a client manage the various ways in which it
           connects with its customers. The increasingly broad use of new
           communication tools such as electronic mail, interactive television
           and Internet access challenges our clients to monitor and respond
           appropriately to customer needs, regardless of the means of
           communication. Our CRM Accel solution set helps our clients
           understand how to integrate these new communication tools with more
           traditional means of communication. We believe the technology behind
           this solution set is particularly important for those clients who
           need to deploy a standard set of communication management processes
           and technology solutions with broad marketplace acceptance.

      --   iANALYTICS.  We use the term iAnalytics to describe the information,
           methods and technologies needed to solve complex business problems.
           Our iAnalytics solution set provides our clients with the tools
           necessary to collect, combine, manage and distribute important
           information within a business. For example, this solution set permits
           a business to link corporate strategy with performance measures and
           distribute these measures throughout the organization.

      --   INTEGRATED TECHNOLOGIES.  Our Integrated Technologies solutions set
           is a combination of several of our key infrastructure development
           skills which are often used in our other Solutions Sets and service
           offerings. These skills include the following:

           --   identifying emerging technologies and the impact they will have
                on existing businesses,

           --   integrating technology from multiple providers, particularly
                technology that was never designed to work together,
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--   improving the performance of existing information technology
                assets, including intangible assets, like people and processes,
                and tangible assets, such as hardware and software, and

           --   providing hardware and software procurement services.

           Normally, we provide these services as part of our broader set of
           client services. Taken together, however, these services also form
           our Integrated Technologies solution set.

      --   NEW WORLD NETWORKS.  Our New World Networks solution set is an
           integrated set of customer management technology components for
           companies that provide communication, data handling and online
           services over the Internet. This solution set combines technology
           from a variety of commercial off-the-shelf products, including
           software from Siebel, Vitria and Syndesis, to form an integrated
           suite of services for our clients, including service connection,
           order management, billing and customer care management. By offering
           integrated functions based on commercial off-the-shelf solutions, we
           believe this solution set provides our client with a reliable and
           cost-effective way to build customer loyalty and brand-awareness. We
           have implemented this solution set at over 160 clients.

      --   TRANSFORMATION.  Our Transformation solution set helps companies and
           organizations evolve from integrated business models to a portfolio
           of business operations. Each operating entity is designed to maximize
           use of external business alliances. The application of this solution
           set begins with a highly analytical financial review of a client's
           business and then sets a new value enhancing vision and operating
           model, establishes a change blue print and guides the client through
           the steps required for a successful implementation.

BUSINESS DEVELOPMENT AND MARKETING

     SALES PROCESS

     Our partners promote our solutions and expertise in the marketplace
primarily through direct contact with existing and potential clients. We
currently have approximately 1,400 partners globally. Our sales resources are
deployed into the market in two primary ways. First, we dedicate partners to
establishing and building relationships with existing or potential clients based
on our expectations regarding future revenues from the client. Our strategic
clients are those clients that we feel will benefit from substantial services
from us on a continuing basis. For these clients, we devote considerable
resources, including at least one dedicated relationship partner and focused
teams of partners and dedicated sales staff to cultivate and manage our
relationships with executives in the company or organization. We currently have
approximately 100 strategic clients, which are selected by our global management
team.

     We also have more than 300 clients for whom we provide, or expect to
provide, significant services, which we refer to as our managed clients. We use
focused teams of partners to build relationships with these clients. Our managed
clients are selected primarily by our geographic theatre leadership teams and
are often served in only one geographic theatre or region. Depending on our
expectations of future work, we also allocate, as appropriate, business
development resources to our other clients, whom we refer to as our portfolio
clients. Many of these clients are developing or emerging companies that we
believe have high growth potential.

     Our second approach to promoting our services across our geographic
theatres and industry groups is focused on our specific functional and technical
specialties, services and solutions. A majority of our partners sell in this
manner to clients in all three of our client segments, strategic, managed and
portfolio. This type of focused selling is carefully coordinated with
relationship partners and teams in our strategic and managed accounts. In
addition, our alliance relationships provide us with important leads and the
opportunity to work together to pursue and win engagements.

     In both of our primary selling approaches, we provide clear incentives for
our partners and dedicated sales staff. Each partner, for example, has a
specific plan and set of objectives for his or her respective sales or other
client activities for the year. Our partners are paid on the basis of a balanced
scorecard of performance measures, in which the amount of revenues generated and
other client activity by the partner are primary measures of partner
contribution.

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Our client relationships are not exclusive.

     MARKETING PROGRAM

     We will change our name and begin conducting business under the new name
prior to the closing of this offering. We plan to spend approximately $110
million in the aggregate in fiscal year 2002 and 2003 on marketing in connection
with this change. We expect to invest this amount in the promotion of our brand
through Internet, print and broadcast advertising as well as other means of
marketing. Although the proposed SEC no-action letter would permit us to
continue to use our existing name for up to four years following the closing of
this offering, we believe that changing our name at this time provides us with
several advantages. In addition to emphasizing our separation from the
PricewaterhouseCoopers network of firms, the introduction of our new brand in
this manner provides us the opportunity to build a brand image more appropriate
for a public company. We believe that establishing a new brand at this time is
important for us to fully implement some of our growth strategies.

EMPLOYEES

     As of December 2001, we had approximately 36,000 employees, and we expect
to have over 32,000 employees following our separation. For the fiscal year
ended June 30, 2001, and for the six month period ended December 31, 2001, our
turnover rates for client serving employees other than partners, were 21.3% and
16.0%, respectively, excluding involuntary terminations. Our turnover rate
varies from year to year depending on various economic conditions. For example,
for the twelve months ended December 31, 2000, our turnover rate was 25.1%,
excluding involuntary terminations, reflecting the strong marketplace demand for
people with the skills of our client service staff.

COMPETITION

     We compete for global, regional and local engagements across and within the
four geographic regions, or theatres, in which we have operations. We are one of
the world's leading providers of management consulting and technology services.
Our industry, however, is highly fragmented and competitive. We compete against
a number of different types of businesses, including:

      --   large consulting and systems integration firms such as Accenture,
           CapGemini/E&Y, KPMG Consulting and Deloitte Consulting in the areas
           of management consulting and technology services,

      --   management and strategy consulting firms such as Bain & Company, Booz
           Allen & Hamilton, Inc., The Boston Consulting Group and McKinsey &
           Company in the areas of general business strategy and information
           technology strategy,

      --   information technology product and service vendors such as IBM Global
           Services, Hewlett-Packard and EDS in the areas of information
           technology and systems integration services,

      --   small specialty consulting firms, especially in Europe and North
           America, with strong regional or local practices or expertise in
           specific industry groups such as energy and utilities,

      --   specialized Internet and electronic business services firms,

      --   internal strategy or business development departments of clients and

      --   internal information technology departments of clients, particularly
           with respect to our outsourcing solution area because these services
           often replace all or part of a company's internal information
           technology department.

     The identities of our key competitors vary depending on the geographic
theatre or country involved except with respect to competitors with a global
presence. While there are a large number of firms competing in our industry,
there are only a few firms with a global presence and broad service offerings.
In this category, we regularly compete globally against Accenture and IBM Global
Services.

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INDUSTRY CONDITIONS

     The competitive conditions in our industry are changing. For example,
outsourcing services are becoming more important to many businesses and
organizations. We believe our primary competitors for our outsourcing solution
area will be Accenture, EDS and IBM Global Services. In our experience, there is
an increasing trend among some of our clients and potential clients to move to a
preferred provider structure in which they rationalize, or reduce, the number of
consultants and technology service providers from which they receive services.
We also believe that many of these clients and potential clients will require
that their preferred providers offer a full range of services, including
outsourcing services.

     There is also an increasing focus on the independence of management
consulting and technology services providers from auditing practices.
Historically, some of the largest management consulting and technology service
providers were part of the "Big 5" accounting firm networks. All of these
accounting firm networks, however, recently have separated, at least in part,
their consulting and technology practices from their accounting and other
businesses or announced an intention to do so. Accenture Ltd., formerly known as
Andersen Consulting, formally separated from Andersen Worldwide and Arthur
Andersen, one of the "Big 5" accounting firm networks, in August 2000. KPMG
Consulting Inc. completed its separation from KPMG LLP, the United States firm
of another "Big 5" accounting network, in February 2001. In addition, in 2000,
Ernst & Young's management consulting business was sold to Cap Gemini S.A., a
European information technology services company. In February 2002, Deloitte
Touche Tohmatsu announced an intention to separate Deloitte Consulting, its
management consulting practice.

     We have described in more detail the changing industry conditions set forth
above and others, as well as the risks for us as a result of these changes,
under "Risk Factors--The management consulting and technology services industry
is highly competitive, and if we do not compete effectively, our revenues and
profitability may decline."

     METHODS OF COMPETITION

     We believe that the principal methods of competition in our industry are
the following:

      --   the quality of the client service staff to be assigned to the
           engagement,

      --   a track record of executing the type of work to be performed in the
           engagement,

      --   offering services that are focused on the client's needs and designed
           to achieve measurable results,

      --   price,

      --   the ability to work well with a client's employees,

      --   industry, business process and information technology expertise and

      --   offering a broad range of services, including outsourcing services.

     We believe our competitive strengths are all positive factors in helping
make us one of the world's leading management consulting and technology service
providers. In addition, we believe that many of our competitors specialize in a
narrow range of services, have a more limited geographic reach than we do, or do
not have deep industry expertise. There are a number of consultants and service
providers, however, that effectively compete with us for engagements.

     Because of the independence-related issues described in this prospectus, we
currently are at a competitive disadvantage compared with our major competitors
that are not constrained by these issues. These competitors are able to enter
into strategic alliances, joint ventures and outsourcing arrangements with, and
offer contingent fee or other risk-sharing arrangements to, their clients,
without the constraints of independence that limit us. Their clients also do not
limit their services because of independence-related issues. In addition, we
need to develop our outsourcing solution area, which we have been constrained in
developing due in part to independence issues. We also need to develop stronger
capabilities in systems integration services, primarily in

                                       105
Europe, in order to compete effectively for engagements that require these
services, particularly engagements to transform a business and outsourcing
engagements.

     COMPETITION WITH THE PRICEWATERHOUSECOOPERS FIRMS

     Although we have entered into noncompetition arrangements with the
PricewaterhouseCoopers firms, following our separation the
PricewaterhouseCoopers firms will continue to be able to offer some management
consulting and technology services, such as most human resources services. In
addition, the PricewaterhouseCoopers firms will be able to offer all management
consulting and technology services to clients that have less than a specified
amount of revenues in a particular country or region where services will be
provided, which is $1 billion in the United Kingdom, $1 billion for private
companies in Germany, $500 million for public companies in Germany and $400
million in the United States. These firms, however, will not be permitted to
provide any of the restricted management consulting and technology services if
these clients have $5 billion or more in aggregate annual worldwide consolidated
revenues. This competition may result in confusion among our clients and
industry vendors and may also further reduce the likelihood that leads from the
PricewaterhouseCoopers firms will continue following this offering. We believe
that our business in Europe will be most affected by the loss of these leads and
competition from the PricewaterhouseCoopers firms. Please see "Arrangements with
PricewaterhouseCoopers Network of Firms--Rollup Agreements--Noncompetition" for
a description of the noncompetition agreements between us and the
PricewaterhouseCoopers firms.

INTELLECTUAL PROPERTY AND KNOWLEDGE MANAGEMENT

     Our most valuable assets are our client service staff and the building,
renewing and sharing of knowledge, skills and experiences among them. We believe
the sharing of knowledge, skills and experiences across our global business
enables us to provide consistent, quality services to our clients.

     Our intellectual property consists of our reusable methodologies,
techniques and expertise developed through our consulting engagements, research
and other activities as well as our industry point-of-view reports, training
materials and other publications. We believe that this intellectual property has
significant and ongoing value, but we also believe in the need to constantly
update and develop new intellectual property to stay ahead of industry, business
and technology trends, meet the needs of our clients today and anticipate their
future needs. We also believe that the skills and processes through which our
employees develop new intellectual property are valuable.

     PROPRIETARY METHODS AND TOOLS

     We offer a wide variety of services to our clients. To manage these diverse
services, we apply a common methodology, called Ascendant, to harmonize our
offerings and manage our engagements. Ascendant is our method for delivering our
services and offers extensive online guidance on how to plan and execute each
type of project. It also includes Ascendant TEAM, our secure Internet-based
project office and collaboration tool which allows project team members,
including clients and vendors, to share project information and work products.

     BUILDING AND RENEWING THE SKILLS OF OUR CLIENT SERVICE STAFF

     Our global training program offers a combination of classroom, self-paced
and Internet-based training courses. Our curriculum is accessible through an
Internet-based learning network and has a catalog of over 3,500 course
offerings. In fiscal year 2001, we provided over 200,000 days of instructor-led
training to more than 41,000 participants and more than 1,000,000 hours of
Internet-based learning. Our global training center in Tampa, Florida also
provides a state-of-the-art facility dedicated to training our client service
staff. This center, along with our six other dedicated regional training centers
and local training facilities, allow us to provide a useful combination of
classroom, local and remote training. Our training and skill development
programs have received recognition from a variety of sources. For example,
Training, a professional

                                       106
development magazine, has ranked us number 20 on their 2002 annual list of the
Training Top 100, a list of companies that the magazine identifies as having a
commitment to workforce development.

     KNOWLEDGE MANAGEMENT

     We provide our client service staff with global access to skills and
techniques. Through our knowledge management repositories, our client service
staff worldwide have access to our latest knowledge and best practices,
reference material and learning from recent client engagements and industry
trends. We have extensive programs and technologies to capture and share
knowledge among our employees, such as our dedicated knowledge management
employees whose responsibilities include identifying, evaluating and
disseminating examples of innovative services and materials throughout our
organization. Approximately 190,000 documents are continuously available to our
client service staff globally. Approximately 1,000 new documents, on average,
are added for knowledge sharing each month to these repositories. In addition,
we maintain a proprietary database of corporate benchmark data, including
detailed process performance metrics for more than 150 major companies
worldwide, which are used as input as we help clients transform their
businesses.

     INTELLECTUAL PROPERTY PROTECTION

     We rely on a combination of trademark, service mark, copyright and trade
secret laws to protect our intellectual property along with confidentiality and
non-compete agreements with our employees. We also use these agreements to
protect the intellectual property of third parties for which we have a license.
We depend on our clients to respect the copyright on our materials, to limit
distribution of our materials to within their organizations and to use the
intellectual property we provide for their internal business purposes only. We
generally do not require our clients to enter into any contractual obligations,
other than customary confidentiality agreements, with respect to their use of
our intellectual property. In addition, we endeavor to limit access to, or
distribution of, all confidential information generated in the course of our
business or disclosed to us by clients or others. Our trademarks generally are
perpetual in nature.

     We pursue the protection of our trademarks in the United States and several
foreign jurisdictions. Policing unauthorized use of our copyrighted material and
trademarks is difficult and expensive. Our efforts to protect our intellectual
property rights may not deter misappropriation of our intellectual property. In
addition, our competitors may adopt product or service names similar to ours,
impeding our ability to build brand identity and possibly leading to customer
confusion. Our competitors also may independently develop similar methodologies,
techniques and expertise, and we would have no claim against them. We may be
subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. We may
incur substantial expenses in defending against these third-party infringement
claims, regardless of their merit.

     The PricewaterhouseCoopers firms will transfer to us all their right, title
and interest in intellectual property that is used either exclusively or
primarily in our business. We will grant back to the PricewaterhouseCoopers
firms a perpetual, irrevocable, royalty-free and fully-paid license to use, in a
manner consistent with previous use in any business other than our business,
intellectual property that is used primarily, but not exclusively, in our
business. The PricewaterhouseCoopers firms will retain ownership in intellectual
property that is neither exclusively nor primarily used in our business, and
they will grant to us a perpetual, irrevocable, royalty-free and fully paid
license to use, in a manner consistent with our previous use, the retained
intellectual property to the extent it is used in our business.

DESCRIPTION OF FACILITIES

     Our principal executives office is in Hamilton, Bermuda. We have offices in
over 180 locations in approximately 50 countries, including offices in Atlanta,
Chicago, Dallas, Frankfurt, Hong Kong, London, Madrid, New York, Paris,
Philadelphia, San Francisco, Sao Paulo, Sydney, Tokyo and Toronto. We do not own
any material real property. Substantially all of our office space is leased. We
believe that our facilities are adequate to meet our needs in the near future.

                                       107
We currently share office space with the PricewaterhouseCoopers firms and
will continue to do so following our separation. The amount of space, however,
that we share currently is less than 50% of our total leased space and will
continue to decline prior to and after our separation. Please see "Arrangements
with the PricewaterhouseCoopers Network of Firms--Assignment and Assumption
Agreements, Sublease Agreements and Master License Agreement" for a description
of the types of arrangements we will have with these firms.

LEGAL PROCEEDINGS

     We are involved in a number of judicial, administrative and arbitration
proceedings concerning matters arising in the ordinary course of our business.
We do not expect that any of these matters, individually or in the aggregate,
will have a material impact on our results of operations or financial condition.

     The United States firm of PricewaterhouseCoopers, PricewaterhouseCoopers
LLP, and several other Big 5 accounting firms and their separated management
consulting businesses are defendants in Warmack-Muskogee Limited Partnership v.
PricewaterhouseCoopers LLP, et al., Case No. E2001-504-3, Chancery Court, Miller
County, Arkansas. The purported but uncertified plaintiff class action, filed in
October 2001, seeks unspecified damages for claims relating to the manner in
which certain travel and related expenses were charged to clients of the
defendants. PricewaterhouseCoopers LLP is also responding to a subpoena from the
Inspector General of the United States Postal Service relating to similar issues
involving government clients. We are not a party to any litigation, nor have we
received any subpoenas, relating to these matters. Under the terms of the rollup
agreements, we have agreed to take responsibility for 25% percent of the costs
of PricewaterhouseCoopers LLP in responding to these matters, including any
judgments or settlement costs. PricewaterhouseCoopers LLP and we intend
vigorously to respond to these matters, and we do not believe that the outcome
of these matters will have a material adverse effect on our financial position,
results of operations or cash flows.

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MANAGEMENT

OUR DIRECTORS AND EXECUTIVE OFFICERS

     Our board of directors currently consists of three members. All our
directors currently are partners of a PricewaterhouseCoopers firm. Prior to the
completion of this offering, Mr. Brown and Mr. Leipzig will resign their
positions. We plan to expand the size of our board of directors following this
offering, including by appointing a number of independent outside directors and
a number of our partners to our board of directors. It is our current
expectation, however, that a majority of our board will be comprised of
independent outside directors.

     The following table sets forth information as to our directors and
executive officers.
NAME                     AGE                    POSITION
------------------------------------------  ---   ------------------------------------------
Thomas C. O'Neill.........................  57    President, Chief Executive Officer and
                                                  Director
J. Frank Brown............................  45    Vice President and Director
Thomas A. Leipzig.........................  58    Director
Willard W. Brittain.......................  54    Chief Operating Officer
David Craig...............................  47    Chief Financial Officer
Michael S. Collins........................  49    Managing Partner, Americas theatre
Dennis J. Dall............................  60    Managing Partner, Asia Pacific theatre
David Dockray.............................  49    Managing Partner, EMEA theatre
Ronald B. Hauben..........................  44    General Counsel and Corporate Secretary
Clive D. Newton...........................  49    Global Leader of Human Capital
Jose Luiz T. Rossi........................  43    Managing Partner, SOACAT theatre
THOMAS C. O'NEILL is a director, the President and the Chief Executive
Officer of our company. He assumed the duties of chief executive officer for the
management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in January 2002. From July 2000 until
January 2002, he served as the Chief Operating Officer of the
PricewaterhouseCoopers network of firms. From July 1998 until July 2001, he was
the Chief Executive Officer of the PricewaterhouseCoopers firm in Canada. From
July 1996 until July 1998, when the mergers of the Coopers & Lybrand and Price
Waterhouse network of firms occurred, he served as Chairman and Chief Executive
Officer of the Price Waterhouse firm in Canada. Mr. O'Neill joined the Price
Waterhouse firm in Canada in 1967 and was admitted as a partner in 1978.

     J. FRANK BROWN currently is a director and the Vice President of our
company. Since August 2000, he has been the Global Leader for Assurance and
Business Advisory Services of the PricewaterhouseCoopers network of firms. From
July 1998 to July 2000, Mr. Brown was the Managing Partner of
PricewaterhouseCoopers New York area offices. From April 1995 to June 1998, Mr.
Brown was the Managing Partner of the New York area offices of Price Waterhouse.
He joined the Price Waterhouse firm in the United States in 1980 and was
admitted as a partner in 1989. Mr. Brown will resign as a director of our
company prior to the closing of this offering.

     THOMAS A. LEIPZIG currently is a director of our company. Since October
1998, he has been the head of the Global Regulatory and Independence Task Force
of the PricewaterhouseCoopers network of firms and has been responsible for the
implementation of various restructuring efforts. From October 1991 to June 1998,
Mr. Leipzig headed the United States corporate finance business of the Price
Waterhouse network of firms. He joined the Price Waterhouse firm in the United
States in 1969 and was admitted as a partner in 1979. Mr. Leipzig will resign as
a director of our company prior to the closing of this offering.

     WILLARD W. BRITTAIN is the Chief Operating Officer of our company. He
assumed the duties of chief operating officer for the management consulting and
technology services businesses of the PricewaterhouseCoopers network of firms in
August 2000. From July 1998 until August 2000, he was Vice Chairman of the
PricewaterhouseCoopers network of firms with responsibility for the lines of
service. From

                                       109
July 1997 until July 1998, he served as the Vice Chairman of the Price
Waterhouse network of firms with responsibility for the Price Waterhouse lines
of service. Mr. Brittain joined the Price Waterhouse firm in the United States
in 1974 and was admitted as a partner in 1983.

     DAVID CRAIG is the Chief Financial Officer of our company. He assumed the
duties of chief financial officer for the management consulting and technology
services businesses of the PricewaterhouseCoopers network of firms in January
2002 after having acted in that position since June 2001. From July 2000 until
December 2002, he was the Chief Financial Officer of the Asia Pacific Theatre.
From July 1998 until June 2000, he was the Operations Leader for
PricewaterhouseCoopers firms operating in Australasia which includes Australia,
New Zealand and Indonesia. From January 1996 until July 1998, he was the
Executive Director Strategy and Operations of Price Waterhouse firms operating
in Australasia. Mr. Craig joined the Price Waterhouse firm in Australia in 1976
and was admitted as a partner in 1985.

     MICHAEL S. COLLINS is the Managing Partner, Americas theatre, which
includes the United States, Canada and Mexico. He assumed his current duties for
the management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in March 2000. Prior to this he held the
consulting leadership position of Managing Partner of the east business unit of
the PricewaterhouseCoopers firm in the United States from July 1998 to February
2000. From July 1997 to June 1998, he was Managing Partner of the United States
eastern region of the Price Waterhouse network of firms. From July 1995 to June
1997, he was Managing Partner of the United States southeast region of the Price
Waterhouse network of firms. Mr. Collins joined the Price Waterhouse firm in the
United States in 1985 as a partner.

     DENNIS J. DALL is Managing Partner, Asia Pacific theatre. He assumed his
current duties for the management consulting and technology services businesses
of the PricewaterhouseCoopers network of firms in July 1998. From January 1996
until July 1998, he served as the Managing Partner for the Price Waterhouse
firms operating in Australia, New Zealand and Indonesia. Mr. Dall joined the
Price Waterhouse firm in Australia in 1977 and was admitted as a partner in the
same year.

     DAVID DOCKRAY is Managing Partner, EMEA theatre, which includes countries
in Europe, the Middle East and Africa. He assumed his current duties for the
management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in July 2001. From July 1998 until July
2001, he was the global leader of the Products industry group for the management
consulting and technology services business of the PricewaterhouseCoopers
network of firms. From December 1995 until July 1998, he served as the Executive
Partner of the Coopers & Lybrand consulting business in the United Kingdom. Mr.
Dockray joined the Coopers & Lybrand firm in the United Kingdom in 1982 and was
admitted as a partner in 1988.

     RONALD B. HAUBEN is our General Counsel and Corporate Secretary. He assumed
the duties of general counsel for the management consulting and technology
services businesses of the PricewaterhouseCoopers network of firms in July 2001.
From July 1998 until July 2001, he served as global chief corporate counsel for
the PricewaterhouseCoopers network of firms. From July 1997 to July 1998, he
served as global chief corporate counsel for the Price Waterhouse network of
firms. Mr. Hauben joined the Price Waterhouse firm in the United States in 1989
and was admitted as a partner in 1997.

     CLIVE D. NEWTON is the global Leader of Human Capital, which includes
People & Knowledge, Partner Affairs and Human Resources. He assumed his current
duties for the management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in September 2000. From July 1998 to
June 2000, he was global head of Human Resources for the PricewaterhouseCoopers
network of firms. Prior to that he was global head of Human Resources for the
management consulting businesses of the Price Waterhouse network of firms from
July 1996 to June 1998. Mr. Newton joined the Price Waterhouse network of firms
in 1982 and was admitted as a partner in 1989.

     JOSE LUIZ T. ROSSI is Managing Partner, SOACAT theatre, which includes the
countries in South America and Central America. He assumed his current duties
for the management consulting and technology services businesses of the
PricewaterhouseCoopers network of firms in August 2001. From July 1998 until
August 2001, he was in charge of all the technology services areas of the
PricewaterhouseCoopers firms operating in South America and Central America.
From July 1996 until June 1998, he was responsible for the

                                       110
same duties for the Price Waterhouse firms operating in South and Central
America. Mr. Rossi joined the Price Waterhouse firm in Brazil in 1986 and was
admitted as a partner in 1989.

BOARD OF DIRECTORS

     Upon the completion of our separation, our bye-laws will provide for the
division of our board into three classes, as nearly equal in number as possible,
with one class to be originally elected for a term expiring at the annual
general meeting of shareholders to be held in 2003, another class to be
originally elected for a term expiring at the annual general meeting of
shareholders to be held in 2004 and the final class to be originally elected for
a term expiring at the annual general meeting of shareholders to be held in
2005. Each director will hold office until his or her successor is duly elected
and qualified. Commencing with the 2003 annual general meeting of shareholders,
directors elected to succeed directors whose terms then expire will be elected
for a term of three years.

     Our bye-laws provide that directors may be removed only for cause by the
affirmative vote of the holders of at least a majority of the voting power of
all voting shares then outstanding, voting together as a single class.

     All of our executive officers will be appointed by and will serve at the
discretion of our board of directors. There are no family relationships among
any of our directors and executive officers.

     Our board of directors will have three primary committees:

      --   an audit committee,

      --   a compensation committee and

      --   a nominating committee.

     The audit committee's primary duties and responsibilities will be:

      --   assisting our board of directors with respect to the adequacy of our
           internal controls and financial reporting process and the reliability
           of our financial statements,

      --   assisting our board of directors with respect to the independence and
           performance of our internal auditors and independent auditors,

      --   assisting our board of directors with respect to our compliance with
           legal and regulatory requirements and

      --   recommending to our board of directors the appointment of the
           independent auditors.

     The compensation committee, or a subcommittee established by the
compensation committee, will administer our equity-based compensation and
benefits plan and will review and approve base and incentive pay and other
matters relating to the compensation of our executive officers. The compensation
committee also will review and make recommendations to the full board of
directors regarding board compensation.

     The nominating committee will make recommendations to our board of
directors regarding the size and composition of our board of directors, recruit
and recommend candidates for election to our board of directors, appoint
committee chairs and recommend directors for committee membership, lead
succession planning efforts, particularly with respect to our chief executive
officer, and approve programs for senior executive development.

     From time to time, our board of directors may establish other committees to
facilitate the management of our business.

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OUTSIDE DIRECTOR COMPENSATION

     We have not yet paid any compensation to outside directors. We currently
anticipate that, in the future, outside directors will receive the following
compensation:

      --   an annual retainer of $          , 50% of which will be paid in the
           form of restricted Class A common shares that will vest over a
           three-year period,

      --   an initial grant of an option to purchase                     Class A
           common shares upon election to our board of directors and

      --   a grant of an option to purchase                     Class A common
           shares upon re-election to our board of directors.

     We currently anticipate that options granted to our directors will be
immediately and fully vested at the time of grant and will generally expire
after 10 years. Other than annual retainer fees to be paid to committee chairs,
which are expected to range between $          and $          , we do not
currently intend to pay meeting fees or any other fees to our directors. We
anticipate that our directors will have the opportunity to defer, in whole or in
part, all cash and restricted shares received as part of their annual or
committee chair retainer.

     Our outside directors will be required to satisfy minimum share ownership
policies that we establish from time to time. Our current intention is for our
directors to maintain a shareholding of at least three times their annual
retainer in the form of our Class A common shares. Our directors will have three
years from the time of appointment or election to reach this ownership level.

EXECUTIVE COMPENSATION

     In connection with our separation, our named executive officers, as defined
below, will enter into an employment agreement with one of the businesses that
will be transferred to us. It is expected that these agreements will have
provisions similar to those included in employment agreements of executive
officers of large, publicly-traded companies. The terms of these agreements have
yet to be determined.

     As of the closing of this offering, our partners, including our executive
officers, will cease participating in the retirement plans of the
PricewaterhouseCoopers firms and will begin to participate in new retirement
programs established by us and our affiliates. We have not yet determined the
terms of the retirement programs that we will put in place.

     Prior to our separation, our business was conducted through a series of
separate partnerships and corporations under the control of local partners and
shareholders of the PricewaterhouseCoopers firms. The corporations were operated
in a manner similar to that of a corporation. For these partnerships, earnings
were available to their partners as partnerships distributions. Partnership
distributions are not executive compensation in the customary sense of that term
because partnership distributions are comprised of distributions of current
earnings. Therefore it is not practical to differentiate between the ownership
components of distributions to partners and shareholders from the compensation
components of such distributions. In connection with our separation, we are
restructuring the manner in which our partners are compensated, as described
below. As a result, historic individual compensation information for our named
executive officers does not accurately reflect the compensation we expect our
named executive officers to earn. Accordingly, the following table will set
forth the expected compensation of our chief executive officer and our

                                       112
four other most highly compensated executive officers for fiscal year 2003,
which we expect to determine in the near future. We refer to these individuals
as our named executive officers.

                           SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
                                                                         -------------------------------------
                                             ANNUAL COMPENSATION                 AWARDS              PAYOUTS
                                       -------------------------------   -----------------------   -----------
                                                               OTHER                  SECURITIES
                                                              ANNUAL     RESTRICTED   UNDERLYING                 ALL OTHER
                                                              COMPEN-      STOCK       OPTIONS/       LTIP        COMPEN-
NAME AND PRINCIPAL POSITION  YEAR(1)    SALARY    BONUS(2)   SATION(3)   AWARDS(4)       SARS        PAYOUTS     SATION(5)
---------------------------  -------   --------   --------   ---------   ----------   ----------   -----------   ---------
Thomas C. O'Neill.......      2003     $          $          $            $                         $            $
CEO
[Name]..................      2003
[Title]
[Name]..................      2003
[Title]
[Name]..................      2003
[Title]
[Name]..................      2003
[Title]
---------------
(1) The information presented in this Summary Compensation Table is the expected
    compensation for our named executive officers for fiscal year 2003.

(2) Amounts in this column represent the target annual incentive bonus
    established for our named executive officers for our 2003 fiscal year.
    Amounts actually paid to our named executive officers could be more or less
    than this target amount based upon our performance during our 2003 fiscal
    year.

(3) Amounts in this column will relate to perquisites and other personal
    benefits, securities or property made available to named executive officers.

(4) Amounts in this column equal the number of restricted share units granted to
    our named executive officers in connection with this offering multiplied by
    the offering price of $          , which is the midpoint of the range set
    forth on the cover of this prospectus for Class A common shares.

(5) Amounts in this column equal the amount of contributions we expect to make
    on behalf of our named executive officers to our defined contribution
    retirement plans assuming each named executive officer made the maximum
    permitted employee contribution to such plans and the dollar value of any
    expected insurance premiums paid by us for the named executive officers for
    our 2003 fiscal year.

     Aggregate compensation paid to key employees who are not named executive
officers may exceed that paid to the named executive officers.

PARTNER COMPENSATION

     As a public company, we will no longer distribute our earnings directly to
our partners. Following this offering, the annual compensation of our partners
will consist of both cash and equity components and a benefits program to be
adopted as of the closing of this offering. The cash component will consist of a
fixed element and a variable cash incentive element. Our policy for compensation
of our continuing partners following this offering is that our continuing
partners will take an average reduction in the cash component of their total
target income for the applicable fiscal year of approximately 20%, generally
ranging for individual partners from 5% to 30% and for executive officers from
30% to 50%. Partners with the highest income generally will have the greatest
percentage reductions. Our board of directors will approve total targeted income
for each fiscal year. Although we expect our partners to agree to these
reductions, labor laws in some countries in which we operate may restrict our
ability to enforce these reductions. In light of the reduction in the cash
component of our partners' total target income, we intend to make fiscal year
2003 grants of restricted share units to our partners under the 2003 Share
Incentive Plan described below in connection with the closing of this offering.
Each of these units will represent the right to receive one Class A common share
and will be fully vested at the closing of this offering. It is expected that
Class A common shares underlying the units will

                                       113
have a value at the time of grant equal to the approximate aggregate reduction
to our partners' cash compensation for fiscal year 2003. Actual grants made to
individual partners will be based on that partner's actual reduction in the cash
component of his or her total target income. The Class A common shares
underlying the units will be deliverable to our partners according to the
schedule set forth below.
SHARES UNDERLYING
                    RESTRICTED SHARE
                    UNITS DELIVERED                       YEARS AFTER THE CLOSING OF
                      TO PARTNERS                               THIS OFFERING
                   -----------------                      --------------------------
20%...............................................          1 year
      20%...............................................         2 years
      20%...............................................         3 years
      15%...............................................         4 years
      25%...............................................   The later of 5 years
                                                            and termination of
                                                           employment with us.
All of the Class A common shares underlying the restricted share units will
be delivered to our partners, or their estates, who, before the fifth
anniversary of this offering, die, become disabled while employed by us or
terminate employment with us at or after age 55 and are not in violation of
their non-competition agreement.

     For periods after fiscal year 2003, the equity component will consist of
stock options exercisable for Class A common shares. These options will be
subject to vesting conditions that require continued employment or service with
us and, in some cases, the achievement of specified performance targets. We
expect that after fiscal year 2003, the value of stock option grants will, in
the aggregate, comprise 20% of our partners' total target income. Actual stock
option grants will be based on, among other things, market conditions, our
performance and individual performance. Changes to our compensation policy must
be approved by a majority of our independent directors.

NON-COMPETITION; TRANSFER RESTRICTIONS

     Our executive officers, along with our other partners, have agreed to
non-competition and related arrangements and limitations on their ability to
transfer the Class A common shares, the Class X common shares, PwC Consulting
SCA Class I common shares and the exchangeable shares of our subsidiaries they
received in connection with our separation. These arrangements are described in
"Arrangements with Our Partners."

2003 SHARE INCENTIVE PLAN

     The following description sets forth the material terms of our 2003 Share
Incentive Plan, which we refer to as our share incentive plan, and which has
been filed as an exhibit to the registration statement of which this prospectus
forms a part. The following description is qualified in its entirety by
reference to the relevant exhibit.

     GENERAL

     The share incentive plan permits the grant of nonqualified stock options,
incentive stock options, restricted shares, restricted share units, share
appreciation rights and other share-based awards to all employees or service
providers of PwCC Limited and our affiliates, as well as individuals in
anticipation of their becoming employees or service providers. A maximum of
          Class A common shares may be subject to awards under the share
incentive plan. The maximum number of Class A common shares that may be subject
to awards under the share incentive plan shall not exceed 30% of the number of
Class A common shares outstanding immediately after this offering, calculated
assuming all shares issued by our subsidiaries in connection with our separation
to PricewaterhouseCoopers firms, their partners or shareholders and our partners
have been redeemed or exchanged on a one-for-one basis for our Class A common
shares. Unless

                                       114
approved by a majority of our independent directors, the number of newly issued
Class A common shares subject to awards granted under the share incentive plan
in fiscal years 2003 and 2004, including Class A common shares subject to
restricted share units granted to our partners in connection with this offering,
is expected to be no more than 20% of the number of Class A common shares
outstanding immediately after this offering, calculated assuming all shares
issued by our subsidiaries in connection with our separation to
PricewaterhouseCoopers firms, their partners or shareholders and our partners
have been redeemed or exchanged on a one-for-one basis for our Class A common
shares. The maximum number of shares for which awards may be granted to any
participant in any calendar year is           . These limits, as well as the
number of shares subject to outstanding awards, the exercise price of
outstanding awards and other award terms, are subject to appropriate adjustment
on account of share splits, share dividends, mergers, recapitalizations and
other significant events relating to our Class A common shares. Our Class A
common shares covered by awards that expire, terminate or lapse will again be
available for the grant of awards under the share incentive plan. Our Class A
common shares issued under the share incentive plan may consist of unissued
Class A common shares or previously issued and repurchased Class A common
shares.

     ADMINISTRATION

     The share incentive plan will be administered by the compensation committee
of our board of directors, which may delegate its duties and powers in whole or
in part as it determines. Our board of directors, however, may, in its sole
discretion, take any action designated to the committee as it deems necessary.
The compensation committee will have the sole discretion to determine the
participants to whom awards may be granted under the share incentive plan and
the manner in which these awards will vest. Awards will be granted in numbers
and at times during the term of the share incentive plan as the compensation
committee shall determine. The compensation committee will be authorized to
interpret the share incentive plan, to establish, amend and rescind any rules
and regulations relating to the share incentive plan and to make any other
determinations that it deems necessary or desirable for the administration of
the share incentive plan. The compensation committee will be able to correct any
defect, supply any omission or reconcile any inconsistency in the share
incentive plan in the manner and to the extent the compensation committee deems
necessary or desirable.

     OPTIONS

     The compensation committee will determine the exercise price for each
option, which generally must be no less than the fair market value of our Class
A common shares on the date the option is granted. In general, a participant may
exercise an option by written notice and payment of the exercise price in one of
the following ways:

      --   in cash,

      --   by the transfer of a number of our Class A common shares already
           owned by the participant for at least six months, or another period
           consistent with applicable accounting rules, with a fair market value
           equal to the exercise price,

      --   in a combination of cash and the transfer of a number of our Class A
           common shares already owned by the participant for at least six
           months, or another period consistent with applicable accounting
           rules, with a fair market value equal to the exercise price or

      --   through the delivery of irrevocable instructions to a broker to sell
           our Class A common shares obtained upon the exercise of the options
           and deliver promptly to us an amount out of the proceeds of the sale
           equal to the exercise price for the Class A common shares being
           purchased.

     RESTRICTED SHARE UNITS, RESTRICTED SHARES AND OTHER SHARE-BASED AWARDS

     The compensation committee may grant awards of restricted share units,
restricted shares and other awards that are valued in whole or in part by
reference to, or are otherwise based on the fair market value of,

                                       115
our Class A common shares. The restricted share units, restricted shares and
other share-based awards will be subject to the terms and conditions established
by the compensation committee.

     SHARE APPRECIATION RIGHTS

     The compensation committee may grant share appreciation rights independent
of, or in connection with, an option. The exercise price per share of a share
appreciation right will be determined by the compensation committee. Generally,
each share appreciation right will entitle a participant upon exercise to an
amount equal to the excess of the fair market value on the exercise date of one
Class A common share over the product of the exercise price per share multiplied
by the number of Class A common shares covered by the share appreciation right.
Payment will be made in Class A common shares, valued at fair market value, in
cash or partly in Class A common shares and partly in cash, all as determined by
the compensation committee.

     TRANSFERABILITY

     Unless otherwise determined by the compensation committee, awards granted
under the share incentive plan are not transferable other than by will or by the
laws of descent and distribution.

     CHANGE IN CONTROL

     In the event of a change in control, unless specifically provided otherwise
in an award document, outstanding awards will become fully vested and
exercisable and any restrictions to awards will automatically lapse. The
compensation committee may provide for the cancellation of an award and payment
of cash or other consideration to the holder of the award in consideration for
such cancellation.

     AMENDMENT AND TERMINATION

     Our board of directors will be able to amend, alter or discontinue the
share incentive plan at any time. Our board of directors may not make, however,
any amendment, alteration or discontinuation that would impair in a material
manner any of the rights of a participant under any awards previously granted
without the participant's consent. In addition, until June 30, 2005, our board
of directors may not increase the number of our Class A common shares reserved
for purposes of the share incentive plan without the approval of our
shareholders and, until June 30, 2005, without the approval of a majority of our
independent directors and without the approval of our shareholders.

2003 EMPLOYEE SHARE PURCHASE PLAN

     The following description sets forth the material terms of our 2003
Employee Share Purchase Plan, which we refer to as our employee share purchase
plan, and which will be filed as an exhibit to the registration statement of
which this prospectus forms a part. The following description is qualified in
its entirety by reference to the relevant exhibit.

     GENERAL

     A maximum of           Class A common shares may be issued under the
employee share purchase plan. The number of Class A common shares issued or
reserved pursuant to the employee share purchase plan or pursuant to outstanding
awards is subject to appropriate adjustment on account of share splits, share
dividends, mergers, recapitalizations and other significant events relating to
our Class A common shares. Our Class A common shares issued under the employee
share purchase plan may consist of unissued Class A common shares or previously
issued and repurchased Class A common shares.

     ADMINISTRATION

     The employee share purchase plan will be administered by the compensation
committee of our board of directors. The compensation committee will have the
authority to make rules and regulations for the

                                       116
administration of the plan and its interpretations, and decisions with regard to
the employee share purchase plan, and these rules and regulations will be final
and conclusive.

     ELIGIBILITY

     We currently expect that each of our employees and service providers and
employees and service providers of some of our subsidiaries will be eligible to
participate in the employee share purchase plan, subject to securities laws in
each jurisdiction.

     PARTICIPATION IN THE PLAN

     Eligible participants may participate in the employee share purchase plan
by electing to enroll in an offering period pursuant to procedures set forth by
the compensation committee. A participant's participation in the employee share
purchase plan will continue until the participant makes a new election or
withdraws from an offering period or the plan or ceases employment with us for
any reason.

     PAYROLL DEDUCTIONS

     Payroll deductions will be made from the compensation paid to each
participant for each offering period in a whole percentage elected by the
participant. No participant, however will be entitled to purchase, during any
calendar year, Class A common shares with an aggregate fair market value in
excess of $25,000.

     TERMINATION OF PARTICIPATION IN THE PLAN

     The compensation committee will determine the terms and conditions under
which a participant may withdraw from an offering period or the employee share
purchase plan. The termination of the participant's employment or service for
any reason will terminate a participant's participation in the employee share
purchase plan. In general, upon a termination of a participant's employment or
service, we will return, without interest, all payroll deductions credited to
the former participant's plan account to the former participant or the former
participant's beneficiary.

     PURCHASE OF SHARES

     With respect to an offering period, we will grant each participant an
option to purchase Class A common shares. On the last day of each offering
period or on an earlier date as determined by the compensation committee, which
we refer to as a purchase date, we will apply the funds in each participant's
account to purchase Class A common shares. The purchase price will be 85% of the
fair market value of our Class A common shares on the first day of the offering
date or the purchase date, as designated by the compensation committee. As soon
as practicable after each purchase date, the number of Class A common shares
purchased by each participant will be deposited in a brokerage account
established in the participant's name.

     AMENDMENT AND TERMINATION

     Our board of directors may amend, alter or discontinue the employee share
purchase plan. Our board of directors may not, however, amend, alter or
discontinue the employee share purchase plan in a manner that would increase the
number of Class A common shares authorized for the employee share purchase plan
without the approval of our shareholders and, until June 30, 2005, without the
approval of a majority of our outside directors. In addition, without a
participant's consent our board of directors may not amend, alter or discontinue
the employee share purchase plan in a manner that would impair in a material
manner the participant's rights or obligations under any option granted under
the plan.

     The employee share purchase plan will terminate upon the earliest of the
termination of the employee share purchase plan by our board of directors, the
issuance of all of our Class A common shares reserved for issuance under the
plan or the tenth anniversary of the effective date of the employee share
purchase plan.

                                       117
CHANGE IN CONTROL

     In the event of a change in control, any offering period still in progress
shall be shortened by setting a new purchase date, which date will be prior to
the consummation of the change in control.

FURTHER SHARE PLANS FOR EMPLOYEES OR SERVICE PROVIDERS OUTSIDE THE UNITED STATES

     Our board of directors or compensation committee also may establish further
employee share plans for employees or service providers outside of the United
States, which will be based upon our share incentive plan and employee share
purchase plan but modified to take account of tax, legal and exchange control
requirements outside the United States. All allocations will count against the
maximum number of Class A common shares that may be subject to awards granted
under our share incentive plan and the employee share purchase plan.

                                       118
ARRANGEMENTS WITH THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS

     In connection with our separation from the PricewaterhouseCoopers network
of firms, substantially all of these firms with management consulting and
technology services businesses will transfer to us, directly or indirectly, the
assets and liabilities comprising these businesses in separate transactions. For
more information regarding the assets and liabilities being transferred to us in
these transactions, see our unaudited pro forma combined financial statements
and notes to these statements.

     We will issue our equity or equity of our subsidiaries to various firms in
the PricewaterhouseCoopers network, and partners or shareholders of some other
firms in the network, in connection with our separation in a variety of ways.
Firms in the PricewaterhouseCoopers network, or their partners or shareholders,
transferring their management consulting and technology services businesses to
us will exchange their interests in these businesses for our equity or equity of
our subsidiaries. Some firms may receive cash in exchange for their interests.
Other firms of the PricewaterhouseCoopers network will fall into one of the
following categories:

      --   FIRMS WITH NO MANAGEMENT CONSULTING AND TECHNOLOGY SERVICES
           BUSINESSES.  If these firms enter into non-compete arrangements with
           us, execute the shareholders agreement described below and agree to
           participate in this offering, we will give them a cash payment or
           equity in us, at our discretion.

      --   FIRMS NOT INVITED TO TRANSFER THEIR MANAGEMENT CONSULTING AND
           TECHNOLOGY SERVICES BUSINESSES TO US. If these firms agree to divest
           their management consulting and technology services businesses, enter
           into non-compete arrangements with us, execute the shareholders
           agreement and agree to participate in this offering, we will give
           them a cash payment or equity in us, at our discretion. Otherwise,
           they will lose the right to use the PricewaterhouseCoopers name in
           connection with restricted management consulting and technology
           services businesses, and we will be free to compete with them.

      --   FIRMS ELECTING NOT TO TRANSFER THEIR MANAGEMENT CONSULTING AND
           TECHNOLOGY SERVICES BUSINESSES TO US. These firms may no longer use
           the PricewaterhouseCoopers name in connection with restricted
           management consulting and technology services businesses, will not
           receive any cash or equity from us and we will be free to compete
           with them. In addition, if the management consulting and technology
           services businesses of any of these firms are material to the firm as
           a whole, the firm will not be able to sell its management consulting
           and technology services business without the consent of the governing
           board of the PricewaterhouseCoopers network of firms.

      --   FIRMS ELECTING TO TRANSFER THEIR MANAGEMENT CONSULTING AND TECHNOLOGY
           SERVICES BUSINESSES TO US BUT WHICH ARE UNABLE TO SATISFY
           PARTICIPATION CONDITIONS AT THE TIME OF THIS OFFERING.  The governing
           board of PricewaterhouseCoopers International Limited, the global
           coordinating entity for the PricewaterhouseCoopers network of firms,
           has discretion to allow these firms to complete the transfer within a
           period of time, not to exceed one year, following the closing of this
           offering. If this board does not grant such an extension or if a
           PricewaterhouseCoopers firm ultimately fails to consummate a
           transfer, the firm will be asked to enter into non-compete
           arrangements with us and to execute the shareholders agreement. In
           that case, we will give them a cash payment or equity in us, at our
           discretion, which equity would be in an amount less than the firm
           would have received if it had transferred its management consulting
           and technology services business to us. If a PricewaterhouseCoopers
           firm fails to enter into these arrangements with us, the firm may no
           longer use the PricewaterhouseCoopers name in connection with its
           management consulting and technology services business, and we will
           be free to compete with the firm.

     We are discussing with the PricewaterhouseCoopers firms in India and Israel
the potential transfer of their management consulting and technology services
businesses to us. We have not entered into any agreement with either of these
firms. We are in the initial stages of discussions.

                                       119
In connection with our separation, we or one of our subsidiaries have
entered or will enter into the following agreements with firms in
PricewaterhouseCoopers network, which are described below in more detail:

      --   Rollup Agreements,

      --   Business Process Outsourcing Transfer Agreement,

      --   Transition Services Agreements,

      --   Redemption and Non-Competition Agreements,

      --   Shareholders Agreement,

      --   Assignment and Assumption Agreements,

      --   Sublease Agreements and

      --   Master License Agreements.

     In addition, the firms in the PricewaterhouseCoopers network will enter
into country-specific agreements necessary to implement the local structure of
the separation transaction. A form of each of the agreements described below has
been filed as an exhibit to the registration statement of which this prospectus
forms a part, and the following descriptions are qualified in their entirety by
reference to those exhibits.

     For purposes of the following summaries of these agreements, the reference
to "date of our separation" means the date on which a PricewaterhouseCoopers
firm transfers its management consulting and technology services business to us,
some of which may occur after the closing of this offering.

ROLLUP AGREEMENTS

     Each firm in the PricewaterhouseCoopers network that will participate in
our separation has entered into a rollup agreement with us or PwC Consulting SCA
pursuant to which, shortly before the closing of this offering, the firm will
place its management consulting and technology services business in escrow.
Immediately prior to the closing of this offering, these businesses will be
released to us from escrow. As a result of our separation, our partners will
withdraw from their respective PricewaterhouseCoopers firms and, along with the
other employees of the management consulting and technology services businesses,
will become our employees or employees of one of our subsidiaries.

     The respective rollup agreements, which have been executed by each of the
participating PricewaterhouseCoopers firms, have substantially similar terms and
provide for, among other things, the transfer from these firms to us, directly
or indirectly, of the assets and liabilities which together will comprise our
business. Changes necessary to reflect the local structure of the separation
transaction in a specific country and other local requirements or agreements
that are unique to different jurisdictions are provided in a local structure
term sheet for each firm, which is attached to that firm's rollup agreement as
an exhibit.

     SEPARATION FROM THE PRICEWATERHOUSECOOPERS NETWORK

     Each PricewaterhouseCoopers firm participating in our separation will
transfer the assets and liabilities comprising its management consulting and
technology services business, or exchange the equity interests in entities
holding these assets, for our equity or equity of one of our subsidiaries. Some
firms may receive cash in exchange for their interests.

     Each rollup agreement contains customary representations and warranties
made by us and by the PricewaterhouseCoopers firm participating in the
separation with respect to the businesses being transferred to us. All
representations and warranties will terminate on the closing of our separation
and no party to the rollup agreement will have liability due to any breach of
representations and warranties.

     Each rollup agreement also contains customary conditions to the
consummation of our separation. In addition to the customary conditions, the
rollup agreements also include a closing condition requiring that the

                                       120
per share price of our Class A common shares as set forth in the underwriting
agreement for this offering is approved by at least 75% of the global board of
PricewaterhouseCoopers International Limited, which is the global coordinating
body for the PricewaterhouseCoopers network, and a closing condition requiring
that PricewaterhouseCoopers LLP, the United States firm, receive a no-action
letter from the Securities and Exchange Commission confirming that our
activities will not be attributed to the PricewaterhouseCoopers network for
purposes of the SEC independence rules.

     Each rollup agreement contains customary covenants made for our benefit by
the PricewaterhouseCoopers firm and customary covenants made by us for the
benefit of the PricewaterhouseCoopers firm. In addition to customary covenants
relating to our actions after this offering, the rollup agreements contain the
following covenants:

      --   a covenant requiring compliance with the terms of the SEC no-action
           letter and

      --   a covenant governing our and our affiliates' rights to use the PwC
           Consulting name, and a limited right to use the
           PricewaterhouseCoopers name for up to four years.

     Each PricewaterhouseCoopers firm participating in our separation also has
agreed to a covenant stating that if the closing under its rollup agreement is
not consummated, except through no fault of the PricewaterhouseCoopers firm or
as a result of failure to obtain partner approval:

      --   the firm will discontinue the use of the PricewaterhouseCoopers name
           in connection with its management consulting and technology services
           business within six months and

      --   we will be permitted to compete with the firm and use the
           PricewaterhouseCoopers name in connection with our business.

     NONCOMPETITION ARRANGEMENTS

     Each of the rollup agreements contains noncompetition arrangements among
us, each participating PricewaterhouseCoopers firm and PricewaterhouseCoopers
International Limited. For a period of five years after our separation, we and
our affiliates will not engage, directly or indirectly, or make an equity
investment in any person or enter into a strategic alliance with any person for
the purpose of engaging, in the provision of tax, audit and other services, as
defined below. In turn, the participating PricewaterhouseCoopers firms,
PricewaterhouseCoopers International Limited and other parties bound by the
non-compete arrangements will not engage, directly or indirectly, or make an
equity investment in any person or enter into a strategic alliance with any
person for the purpose of engaging, in the provision of consulting services, as
defined below. The term of the noncompetition arrangements may be of shorter
duration in some countries due to legal restrictions on enforceability.

     However, each rollup agreement permits each participating
PricewaterhouseCoopers firm, PricewaterhouseCoopers International Limited and
other parties bound by the non-compete arrangements to acquire or merge with
another party that provides some consulting services accounting for less than
50% of its total revenues as long as the consulting services are divested no
later than twelve months after the acquisition or merger. Conversely, we may
acquire or merge with another party that provides tax, audit and other services
accounting for less than 50% of its total revenues so long as we divest these
services no later than twelve months after the acquisition or merger. The rollup
agreements also do not prohibit the investment or the retention of an investment
by any of the restricted parties in no more than 5% of the issued and
outstanding ownership interests of a business engaged in consulting services or
tax, audit and other services, as the case may be.

     In addition, for a period of three years after our separation, we, on the
one hand, and each participating PricewaterhouseCoopers firm,
PricewaterhouseCoopers International Limited and other parties bound by the
non-compete arrangements, on the other hand, have agreed not to solicit,
recruit, hire or encourage to leave their employment, each other's partners or
client service staff, unless such partner or employee has not been so employed
for at least 12 months. For this purpose, general solicitations or
advertisements will not be deemed

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to be solicitations. The term of the nonsolicitation restrictions may be of
shorter duration in some countries due to legal restrictions on enforceability.

     The rollup agreements generally define consulting services to include the
following:

      --   corporate-wide strategic planning services, except human resources
           services, tax and legal services, transaction services, corporate
           finance services and business recovery services,

      --   large scale process services that transform and change multiple
           departments or organizations within a business and involve multiple
           applications, modules or subcomponents, except human resources
           services,

      --   large scale information technology implementation and integration
           services that involve multiple departments or organizations within a
           business and involve multiple applications, modules or subcomponents,
           except risk management systems and treasury systems,

      --   managed application solutions, comprising business process
           outsourcing, application outsourcing services, application services
           provision, information technology outsourcing and hosting services,
           except for internal audit services, security and compliance services,
           treasury, corporate finance, business recovery, dispute analysis and
           investigation and transactions services, tax and legal services,
           Internet-based information portal services, bookkeeping and company
           administrative services and pension benefits and human resources
           services, and

      --   within a particular country or region, other services provided by us
           at a substantial level, which level varies by country or region, so
           long as the PricewaterhouseCoopers firm in that country or region
           does not provide these services at a substantial level in that
           country or region or the PricewaterhouseCoopers firms, taken
           together, do not provide these services at a substantial level on a
           worldwide basis, in each case immediately after giving effect to our
           separation.

     Consulting services generally do not include, however, any services to a
particular client if the client's aggregated consolidated revenues, including
revenues of other companies under common control with the client, in the country
where such services are to be performed are less than an amount that varies
depending on the country. In the United States, the client's revenues must be
less than $400 million. In the United Kingdom, the revenues must be less than $1
billion. In Germany, the revenues must be less than $1 billion for private
companies and $500 million for public companies. In addition, consulting
services may not include any services to a particular client if the client's
aggregate annual worldwide consolidated revenues, including revenues of other
companies under common control with the client, are $5 billion or more.

     The rollup agreements generally define tax, audit and other services to
include the following:

      --   attestation, including accounting, regulatory and audit services,

      --   tax services, including consulting and compliance services, and legal
           services,

      --   corporate finance, business recovery, dispute analysis and
           investigation services and transaction services, except
           corporate-wide strategic planning, information technology and
           outsourcing opportunities and merger integration and restructuring
           services and privatization services for international funding
           organizations or institutions,

      --   assurance services, including risk management and systems assurance
           services, which do not include information technology, data
           warehousing, customer management, systems integration, world wide web
           services or the conduct or publication of surveys,

      --   pension and benefit actuarial services and

      --   within a particular country or region, other services provided by the
           PricewaterhouseCoopers firm at a substantial level, which level
           varies by country or region, so long as we do not provide these
           services at a substantial level either in the particular country or
           region or on a worldwide basis, in each case as of our separation.

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INDEMNIFICATION

     BY THE PRICEWATERHOUSECOOPERS FIRMS.  Each PricewaterhouseCoopers firm
participating in our separation will indemnify PricewaterhouseCoopers
International Limited, us and our respective affiliates and each of our
respective officers, directors, employees, consulting partners, agents and
representatives against claims and losses arising from:

      --   any breach of any obligation of the PricewaterhouseCoopers firm or
           any of its subsidiaries contained in the transaction agreements,

      --   any of the excluded liabilities not assumed by us, which generally
           includes liabilities that do not relate to the management consulting
           and technology services businesses transferred to us, or

      --   any of the excluded assets not transferred to us, which generally
           includes liabilities that do not relate to the management consulting
           and technology services businesses transferred to us.

     The indemnification provisions do not cover losses incurred due to breaches
of the representations and warranties made by the PricewaterhouseCoopers firm in
the rollup agreements or losses incurred by any of our partners with respect to
excluded taxes.

     BY US.  From and after the closing of this offering, we will indemnify each
PricewaterhouseCoopers firm participating in our separation, its affiliates,
PricewaterhouseCoopers International Limited and each of their respective
officers, directors, employees, partners, agents and representatives against
claims and losses arising from:

      --   any breach of any of our obligations or any of our affiliates'
           obligations contained in the transaction agreements,

      --   any of the liabilities assumed by us, which generally include
           pre-closing liabilities of the management consulting and technology
           services businesses transferred to us,

      --   any of the acquired assets transferred to us or

      --   the operation of the management consulting and technology services
           businesses after our separation.

     We also will indemnify PricewaterhouseCoopers International Limited, each
PricewaterhouseCoopers firm participating in our separation, their respective
officers, directors, employees, partners and agents and each person who
controls, within Section 15 of the Securities Act of 1933 or Section 20 of the
Securities and Exchange Act of 1934, against claims and losses arising from
material misstatements or omissions in the registration statement of which this
prospectus forms a part.

     The indemnification provisions do not cover losses incurred due to breaches
of the representations and warranties made by us and our subsidiaries in the
rollup agreements.

     The indemnification obligations by each PricewaterhouseCoopers firm
participating in our separation, on the one hand, and by us, on the other hand,
will not terminate except through the operation of applicable statutes of
limitation and only apply to losses in excess of available insurance.

     The rollup agreements also specify procedures with respect to claims
subject to indemnification and related matters.

     TERMINATION

     The rollup agreements may be terminated under some circumstances. Some
provisions of each rollup agreement, including those relating to a failure to
consummate the closing, confidentiality, publicity and expenses, survive the
termination of the rollup agreements.

     NET BOOK VALUE ADJUSTMENT

     Each PricewaterhouseCoopers firm participating in our separation has agreed
that its management consulting and technology services business transferred to
us by it shall have a predetermined net book value
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at closing. The amount varies from firm to firm. The aggregate predetermined net
book value as defined in the rollup agreement is approximately $     million.

     Within 90 days after our separation, each PricewaterhouseCoopers firm
participating in our separation will prepare and deliver to us a closing
statement stating the net book value of the management consulting and technology
services business transferred to us by the firm.

     The applicable net book value will become final and binding on the parties
on the 90th day following the delivery of the closing statement, unless we
deliver to the PricewaterhouseCoopers firm written notice of disagreement before
this date. In this case, we and the firm will try to resolve our differences
during the next 20 business days. If we cannot agree on the final net book
value, the dispute will be submitted to a determination by an independent
accounting firm and this determination of the net book value will become final.

     Within four business days after the net book values become final and
binding on the parties, either we will pay the firm the amount by which the net
book value of the assets contributed to us by that firm exceeds the assumed net
book value or the firm will pay us the amount by which the net book value of
these assets is less than the assumed net book value. Any undisputed amounts
will be paid once final.

     DISPUTE RESOLUTION

     Disputes among the parties to each rollup agreement will be submitted to
arbitration, subject to provisions described in the local structure term sheet
attached as an exhibit to each rollup agreement.

BUSINESS PROCESS MANAGEMENT SERVICES TRANSFER AGREEMENT

     In connection with our separation, some of the PricewaterhouseCoopers firms
will transfer a portion of the PricewaterhouseCoopers business process
management services business to PwC Consulting SCA. The business to be
transferred primarily involves a group of related contracts and related assets
and liabilities. The PricewaterhouseCoopers firms that own this business will
enter into a transfer agreement with PwC Consulting SCA pursuant to which these
firms will transfer this business to PwC Consulting SCA. Pursuant to the
transfer agreement, some of the PricewaterhouseCoopers partners involved with
this business will withdraw from their PricewaterhouseCoopers firms and become
our employees or employees of one of our subsidiaries and will receive our Class
A common shares, PwC Consulting SCA shares or exchangeable shares of our
subsidiaries in exchange for their partnership interests.

     The transfer agreement will contain representations and warranties
substantially similar to those contained in the rollup agreements. As in the
rollup agreements, all representations and warranties will terminate on the
closing of our separation, and no parties to the transfer agreement will have
liability due to any breach of the representations and warranties. In addition
to containing conditions that are substantially similar to the conditions in the
rollup agreements, the transfer agreement will contain a condition that all
PricewaterhouseCoopers firms party to the transfer agreement close the transfer
of their business process management services business, unless
PricewaterhouseCoopers International Limited determines that failure to do so by
a party is not material to this business as a whole.

     The PricewaterhouseCoopers firms party to the agreement will indemnify us
for liabilities relating to this business. The noncompetition provisions in the
rollup agreements that relate to business process management services will
govern the business transferred to us and the business process management
services assets and liabilities that will remain with the PricewaterhouseCoopers
network of firms. The net book value adjustment provisions of the transfer
agreement are substantially the same as in the rollup agreements. The closing of
the transfer of this business will occur simultaneously with the closing of our
separation.

TRANSITION SERVICES AGREEMENTS

     Each firm in the PricewaterhouseCoopers network that participates in our
separation will enter into a transition services agreement with us or with one
of our operating units. These transition services agreements

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are necessary to assist us to function as a stand-alone entity until we develop
our own systems and support functions.

     SERVICES THE PRICEWATERHOUSECOOPERS FIRMS ARE PROVIDING TO US

     Under the transition services agreements, the participating
PricewaterhouseCoopers firms will provide us the same or similar services we
received prior to our separation for a period of up to three years from the
closing of this offering. Our intention is to terminate the services provided to
us by the PricewaterhouseCoopers firms as soon as is reasonably practicable. As
required by the SEC, these services will be provided at cost. These costs will
include direct costs of the services, the overhead directly attributable to
providing the services and transaction taxes. The services provided to us by the
PricewaterhouseCoopers firms under each transition services agreement may
include a combination of:

      --   infrastructure, including facilities management, office services,
           travel, procurement and physical security,

      --   technology solutions, including telecommunications, network services,
           electronic security, application hosting, personal computer
           deployment and management,

      --   knowledge management, including document retention,

      --   human resources, including PeopleSoft Informational Systems Support,

      --   training, including learning information repositories and course
           evaluations,

      --   finance, including transaction processing and time and expense
           processing,

      --   public company financial and accounting information services,
           including supply of information necessary for us to prepare our own
           public company reports and

      --   other services, including support services, help desk services,
           enterprise application development, project services, event support
           and risk management services.

     GROWTH AND TRANSITION

     The PricewaterhouseCoopers firms will provide us with an increased volume
of services as we undergo natural growth in our existing markets through the
offer of our existing products. The PricewaterhouseCoopers firms also may
provide us with additional services to meet our growth needs arising on account
of changes in our structure, changes in the services offered to our clients or
our services delivery processes, but they are not obligated to do so. In
addition to paying for the operating costs for the volume of services we will
receive as of the date of the closing of this offering, we will also pay for
operating, investment and termination costs related to any increased volume or
additional services provided to us after our separation.

     PERFORMANCE LEVELS

     Under the transition services agreements, the PricewaterhouseCoopers firms
will perform the services provided to us at the closing of this offering with a
level of accuracy, quality, completeness, timeliness, priority and
responsiveness that meets the level of performance they deliver to their own
operations. Any additional services provided to us will be provided at a
performance level mutually agreed upon by the PricewaterhouseCoopers firms and
us. With regards to financial and accounting information services, we have
specified that they are to be provided with a level of accuracy and timeliness
that allow us to comply with our public disclosure obligations.

     LIMITATION OF LIABILITY

     Generally, under the transition services agreements, the aggregate
liability arising from disputes or claims between us and of each of the
PricewaterhouseCoopers firms will be limited to the aggregate fees paid for
services during the six month period immediately preceding the event giving rise
to the claim, or in the case of

                                       125
an event giving rise to liability occurring during the first six months of the
transition services agreement, the total fees budgeted to be payable during this
initial six month period.

     CONFIDENTIALITY

     We and the PricewaterhouseCoopers firms will agree to hold in confidence
and not disclose to any third party any confidential information received in
connection with providing or receiving services under the transition services
agreements. We and the PricewaterhouseCoopers firms will also agree to use all
confidential information received by either of us solely in connection with the
provision or receipt of services under the transition services agreements.

     INDEMNIFICATION

     We and the PricewaterhouseCoopers firms will agree to indemnify, defend and
hold harmless each other and any of our directors, officers, employees,
partners, principals, successors and permitted assigns from uninsured losses
arising from, by reason of or resulting from claims by third parties arising
from, relating to or in connection with a breach of the provisions of the
transition services agreements or negligence causing death, personal injury or
damage to real or tangible personal property or the gross negligence, fraud or
reckless or willful misconduct by the indemnifying party, except to the extent
caused by the breach, negligence or other fault of the indemnified party or its
contract personnel or any other agents who are managed by the indemnifying
party. The aggregate liability under this indemnification of each of the
PricewaterhouseCoopers firms and us will be limited to the aggregate fees paid
for services during the twelve month period immediately preceding the event
giving rise to the claim under each transition services agreement that it is a
party to, or in the case of an event giving rise to the claim occurring during
the first twelve months of the transition services agreement, the total fees
budgeted to be payable during this initial twelve month period.

     ASSIGNMENT

     Assignment of our rights and obligations under the transition services
agreements, other than to a subsidiary existing and receiving services at the
closing of this offering, requires the applicable PricewaterhouseCoopers firm's
prior consent. In the event we experience a change of control, subject to SEC
approval, each PricewaterhouseCoopers firm will thereafter be able to charge a
market price for its services under the transition services agreements and the
remaining term of the transition services agreements may be shortened to one
year from notification of the change of control. The PricewaterhouseCoopers
firms may assign the transition services agreements to any entity without our
prior consent, but the assignment will not relieve the PricewaterhouseCoopers
firms of their obligations, and we will not be required to incur any increased
costs or taxes as a result of any such assignment.

     TERMINATION

     The transition services agreements will expire on the third anniversary of
the closing of this offering unless otherwise terminated in accordance with the
transition services agreements. We may terminate any service at any time, if we
also terminate any non-separable services. For the volume of services provided
to us, as of the closing of this offering, we will not be obligated to pay any
costs related to termination if we deliver notice of such termination to the
PricewaterhouseCoopers firm providing the service 180 days prior to such
termination. Upon termination, we will have to pay investment and other
termination costs relating only to an increase in the volume of those services
provided to us as of the closing of this offering and to services that are
different from those we receive as of the closing of this offering. If we
terminate any service with less than 180 days' notice, we will pay for any
incremental costs attributable to the failure to provide 180 days' notice.

ASSIGNMENT AND ASSUMPTION AGREEMENTS, SUBLEASE AGREEMENTS AND MASTER LICENSE
AGREEMENT

     While conducting business as part of the PricewaterhouseCoopers network of
firms, we have shared the use of a significant portion of our real estate with
the audit, tax and other businesses of the PricewaterhouseCoopers network. Most
of this real estate has been leased by the firms from third parties.

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Prior to the closing of this offering, the right to use most of the leased real
estate we currently occupy will be transferred to us, subject to the obtaining
of any required landlord consent, through one of the three agreements listed
below.

      --   ASSIGNMENT AND ASSUMPTION AGREEMENTS.  For locations where we use 75%
           or more of the entire space covered by the applicable lease or where
           we now use the predominant portion of the entire space covered by the
           applicable lease but intend to use the entire space, the lease will
           be assigned to us pursuant to an assignment and assumption agreement,
           unless it is reasonably agreed by us and the applicable
           PricewaterhouseCoopers firm to enter into a sublease or license
           agreement to avoid the need to seek a landlord consent or to
           facilitate the obtaining of any landlord consent. The agreement will
           contain customary provisions, including assignment of lease
           responsibilities accruing after the effective date of the assignment
           and indemnification. For locations where we use less than the entire
           space covered by the applicable lease, the portion of the space not
           used by us at the time of the assignment will be subleased or
           licensed back to the applicable PricewaterhouseCoopers firm, using
           the form of sublease or license agreement described below.

      --   SUBLEASE AGREEMENTS.  If we use a portion of the entire space covered
           by the applicable lease that is less than 75% of the entire space,
           the lease for this space will not be assigned to us as described
           above and this portion is segregated from portions of the space used
           by other businesses of the PricewaterhouseCoopers firms, the right to
           use this portion will be transferred to us through a sublease
           agreement unless it is reasonably agreed by us and the applicable
           PricewaterhouseCoopers firm to enter into a license agreement to
           avoid having to obtain a required landlord consent or to facilitate
           obtaining any required landlord consent. The sublease generally will
           reflect the provisions of the applicable lease to the extent
           allocable to the subleased portion.

      --   MASTER LICENSE AGREEMENTS.  If our use of a portion of the entire
           space covered by the applicable lease is intermingled with the use of
           other portions of the same space by other businesses of
           PricewaterhouseCoopers firms to an extent that the portion used by us
           is not segregated for the purposes of a sublease, and the lease for
           this space will not be assigned to us as described above, a license
           agreement will be used to license to us the right to occupy this
           portion of the space. Generally, only one master license agreement
           will be signed for each country or region. Our license agreements and
           the license fee payable as a result generally will reflect the
           provisions of the applicable lease to the extent applicable to a
           license and allocable to the licensed portion.

REDEMPTION AND NON-COMPETITION AGREEMENT

     See "Arrangements with Our Partners -- Redemption and Non-Competition
Agreement" for a description of this agreement.

SHAREHOLDERS AGREEMENT

     Prior to this offering, some of the PricewaterhouseCoopers firms and
partners or shareholders of some other firms in the network will enter into a
shareholders agreement with us. This agreement is applicable only if these firms
and their partners and shareholders do not completely liquidate their holdings
in us as a result of this offering.

     COVERED SHAREHOLDERS AND COVERED SHARES

     In this description, the terms "shareholder" or "shareholders" refer to
each PricewaterhouseCoopers firm and partners or shareholders of some other
firms in the network, including custodial arrangements, that will receive or
will have the right to receive our Class A common shares, PwC Consulting SCA
Class I common shares or exchangeable shares of our subsidiaries in our
separation. The terms "share" or "shares" refer to PwC Consulting SCA Class I
common shares issued in our separation, exchangeable shares of our subsidiaries
issued in our separation and our Class A common shares either issued in our
separation or which the shareholders may receive upon redemption of PwC
Consulting SCA Class I common shares or upon exchange of exchangeable shares of
our subsidiaries, unless specifically stated otherwise.

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SHARE TRANSFER RESTRICTIONS

     Except with respect to a permitted transfer in connection with a registered
offering as discussed below and other limited exceptions, the shareholders will
not be permitted to transfer any shares. Between the first and second
anniversaries of the closing of this offering, in addition to any sales made
pursuant to a registration statement, PricewaterhouseCoopers firms' partners may
sell our shares, whether covered by the shareholders agreement or not, provided
that a partner may make only one sale per each three-month period and the number
of shares sold in any one sale does not exceed 10% of the aggregate number of
shares then held by such partner. Until the first anniversary of the closing of
this offering, holders of PwC Consulting SCA Class I common shares generally
will not be able to have their shares redeemed for our Class A common shares,
but PricewaterhouseCoopers International Limited can require a redemption during
this period to comply with auditor independence rules. There will also be a
lock-up period imposed by the underwriters as described in "Underwriters."

     REGISTRATION RIGHTS

     REGISTRATION STATEMENTS.  Subject to customary limitations and lock-up
restrictions, one time per year during the five consecutive one-year periods
following the closing of this offering, we will file a registration statement
under the Securities Act of 1933 for the offering of our Class A common shares,
provided the offering meets a minimum aggregate offering value. All shareholders
will be entitled to participate in each registration. To the extent necessary to
comply with the terms of the Securities and Exchange Commission no-action
letter, each year the PricewaterhouseCoopers network of firms will determine the
target share amount to be sold for each PricewaterhouseCoopers firm and other
shareholders that will receive shares in our separation. If the amount of our
Class A common shares requested to be included in a registration statement
exceeds the amount that can be sold within the price range acceptable to the
shareholders holding a majority of the shares, Class A common shares will be
included first for the shareholders who have been requested to register their
Class A common shares to meet their target share amounts, and any additional
Class A common shares will be included on a pro rata basis.

     PIGGYBACK REGISTRATION.  If at any time we propose to register the sale of
any Class A common shares for cash under the Securities Act, subject to
customary exceptions, we will provide notice to the shareholders and include in
the registration all Class A common shares held by the shareholders which they
request to be so included. To the extent necessary to comply with the terms of
the proposed SEC no-action letter, the PricewaterhouseCoopers International
Limited board will have the right to cause shareholders to include their Class A
common shares in any registration and to subsequently divest the Class A common
shares so registered. To the extent the amount of Class A common shares
requested to be included in such registration statement exceeds the amount which
can be sold within a price range acceptable to us, the Class A common shares
will be included first for the shareholders who have been requested to register
their Class A common shares to meet their target share amounts, and any
additional Class A common shares will be included on a pro rata basis.

     INDEMNIFICATION.  In the shareholders agreement, we generally will agree to
indemnify selling shareholders for any material misstatements or omissions
contained in the prospectus used to sell those Class A common shares and for any
violations by us of the securities laws. Our indemnification obligations will
not apply to misstatements, omissions or violations of law which arise from
information provided to us in writing by selling shareholders or by persons who
control selling shareholders. Selling shareholders will agree to indemnify us
for any of these misstatements, omissions or violations, but this
indemnification will be limited to the amount of net proceeds received by the
shareholders in the sale.

     PRIORITY.  We will not grant registrations rights with equal or better
terms than those granted in the shareholders agreement. The shares covered by
the shareholders agreement will have priority over the shares of any other of
our shareholders other than shareholders exercising demand rights, if the
shareholders that are party to the shareholders agreement are exercising
piggyback rights, for inclusion in any registration statement.

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AUDITOR INDEPENDENCE RULES AND THE PROPOSED SECURITIES AND EXCHANGE
    COMMISSION NO-ACTION LETTER

     In order to comply with auditor independence rules and the requirements set
forth in the proposed Securities and Exchange Commission no-action letter, to
the extent that the shareholders have not already done so,
PricewaterhouseCoopers International Limited will have the right to cause the
shareholders to dispose of all or any portion of their shares on a pro rata
basis over a 5-year period following the closing of this offering. Each
shareholder will agree to hold its shares in a manner which will permit either a
voluntary or mandatory timely sale of its shares in accordance with the terms of
the proposed SEC no-action letter.

     The proposed SEC no-action letter would deem a shareholder to have disposed
of its shares when it has sold its shares to third parties pursuant to Rule 144
of the Securities Act or an effective registration statement or transferred its
shares to its partners or shareholders, or persons holding similar designations,
so long as these shares are freely transferable under the Securities Act and are
free from any contractual transfer restrictions, all other requirements of the
proposed SEC no-action letter are met and the ownership of these shares is no
longer attributable to the PricewaterhouseCoopers network of firms.

     VOTING

     In order to comply with the auditor independence rules and the requirements
set forth in the proposed SEC no-action letter, all our shares held by any
PricewaterhouseCoopers firm will be nonvoting.

     TERM OF AGREEMENT

     The shareholders agreement shall terminate with respect to any shareholder
on the date that such shareholder and its subsidiaries no longer own any shares.

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ARRANGEMENTS WITH OUR PARTNERS

     In connection with our separation from the PricewaterhouseCoopers network
of firms, our partners will enter into one or more of the following agreements
with us or one of our subsidiaries:

      --   PwCC Limited Voting Agreement,

      --   PwC Consulting SCA Transfer Rights Agreement and

      --   Redemption and Non-Competition Agreement.

     For purposes of the following summaries of these agreements, the reference
to "date of our separation" means the date on which a PricewaterhouseCoopers
firm transfers its management consulting and technology services business to us,
which in some cases may occur after the closing of this offering.

     These agreements have been filed as exhibits to the registration statement
of which this prospectus forms a part and the following descriptions are
qualified in their entirety by reference to those exhibits.

PwCC LIMITED VOTING AGREEMENT

     PERSONS AND SHARES COVERED

     We and each of our partners who own our Class A common shares or our Class
X common shares will enter into a voting agreement. Each person who becomes a
partner in the future will also be required to enter into the voting agreement.
The parties to the voting agreement, other than us, are referred to as covered
persons. The shares covered by the voting agreement are listed below. These
shares are referred to as covered shares.

      --   Our Class X common shares that are beneficially owned by a partner.

      --   Our Class A common shares beneficially owned by a partner as of, or
           prior to, the date of our separation.

      --   Our Class A common shares acquired from us or acquired in order to
           comply with any written policy of ours regarding minimum share
           ownership, as adopted or amended from time to time, in either case,
           while being our employee or partner or in connection with becoming a
           partner.

      --   Any exchangeable shares of our subsidiaries that are beneficially
           owned by a partner.

     Covered shares also include any shares received by a covered person in
exchange for or in respect of his or her covered shares by reason of bonus
issues, stock dividends, share subdivisions, stock splits, reverse stock splits,
share consolidations, spin-offs, split-ups, recapitalizations, combinations or
exchanges of shares. Our Class A common shares purchased by a covered person in
the open market or, subject to some limitations, in a subsequent underwritten
public offering generally will not be subject to the voting agreement.

     When a covered person ceases to be our employee for any reason other than
death, the covered person will continue to be bound by all the provisions of the
voting agreement until the covered person holds all covered shares free from
transfer restrictions described below, and thereafter he or she will no longer
be bound, in general, by the provisions, including the voting provision, of the
voting agreement.

     Upon any business combination, amalgamation, restoration, recapitalization
or other extraordinary transaction involving directly or indirectly us, PwC
Consulting SCA or, as a result of which the covered persons shall hold voting
securities of an entity other than us, PwC Consulting SCA or any of our
subsidiaries that has issued exchangeable shares to our partners, the voting
agreement will remain in effect with appropriate adjustments by our partners
committee, which is described below.

                                       130
TRANSFER RESTRICTIONS

     By entering into the voting agreement, each covered person will agree,
among other things, to:

      --   except as described below, not transfer, and to maintain sole
           beneficial ownership of, his or her covered shares received on or
           prior to the date of our separation,

      --   comply with the transfer restrictions relating to the covered shares
           imposed by the lock-up provisions described under "Underwriters,"

      --   comply with other transfer restrictions in connection with securities
           offerings when requested to do so by us, and

      --   comply with insider trading policies.

     Transfers include, among other things, any disposition of the economic
risks of ownership of covered shares, including, with a limited exception, short
sales, option transactions and use of derivative financial instruments or other
hedging arrangements with respect to our securities.

     CLASS A COMMON SHARES

     CURRENT PARTNERS.  Subject to complying with the underwriters' lock-up
described under "Underwriters," a partner may transfer Class A common shares
beneficially owned by him or her to the extent necessary to pay taxes incurred
in connection with the issuance of shares to him or her unless we make financing
available, or to the extent these shares were received as repayment of such
partner's capital account or similar amounts the partner had previously
contributed to his or her PricewaterhouseCoopers firm or in exchange for
exchangeable shares issued in respect thereof. Class A common shares transferred
for these reasons will not be deemed to be covered shares beneficially owned by
such partner for purposes of calculating the cumulative percentages of covered
shares permitted to be sold by such partner described below.

     Furthermore, covered persons who continue to be our employees will be
permitted to transfer a percentage of the covered shares owned by them beginning
on each anniversary of the date of our separation commencing on the first
anniversary according to the schedule set forth below.
CUMULATIVE PERCENTAGE OF COVERED             YEARS AFTER THE DATE OF OUR
   SHARES PERMITTED TO BE TRANSFERRED                    SEPARATION
-----------------------------------------  ---------------------------------------
20%.....................................                  1 year
 40%.....................................                  2 years
 60%.....................................                  3 years
 75%.....................................                  4 years
100%.....................................  The later of 5 years and termination of
                                                     employment with us
Notwithstanding the restrictions set forth above, during the first five
years after the date of our separation, partners who terminate their employment
with us at or after the age of 55 and are not in violation of their non-
competition agreement and partners who, while an employee of ours, become
disabled, as defined in the voting agreement, will be permitted to transfer all
of the covered shares they own. All others who cease to be our employees during
the five year period after the date of our separation will not be permitted to
sell covered shares in accordance with the table set forth above and will
instead be required to hold their covered shares until five years after the date
of our separation. Subject to complying with the underwriters' lock-up, our
partners will be permitted to transfer Class A common shares distributed to them
in respect of the restricted share units issued in connection with reductions in
our partners' cash compensation.

     NEW PARTNERS IN THE FUTURE.  Each person who becomes a covered person after
the date of this offering will agree in the voting agreement to be the sole
beneficial owner of the number of Class A common shares, or options to acquire
these securities, as may be required by us pursuant to written policies adopted
by us from time to time.

                                       131
CLASS X COMMON SHARES

     Our Class X common shares may not be transferred at any time except with
our consent. Our board of directors will delegate the authority to grant this
consent to our partners committee.

     We have the right to redeem Class X common shares at any time. We will
agree in the voting agreement, however, to do so only if, after the redemption,
a holder owns no fewer Class X common shares than the number of PwC Consulting
SCA Class I common shares plus exchangeable shares issued by our subsidiaries
held by that holder.

     SUBSIDIARY EXCHANGEABLE SHARES

     Exchangeable shares issued by our subsidiaries held by covered persons may
not be transferred at any time, except that they may be exchanged for our Class
A common shares beginning one year after issuance. Class A common shares
received in exchange, however, will be subject to the transfer restrictions in
the voting agreement as if they were owned as of the closing of this offering.

     Subject to customary limitations, we have agreed to file a shelf
registration statement with the Securities and Exchange Commission one year
after this offering, registering our Class A common shares issuable to covered
persons in exchange for their exchangeable shares issued by our subsidiaries
and, subject to some exceptions, to use reasonable best efforts to maintain the
effectiveness of such registration statement until all exchangeable shares
issued by our subsidiaries held by covered persons have been exchanged.

     OTHER RESTRICTIONS

     If we approve in writing a covered person's pledge of his or her covered
shares to another person, or pledgee, foreclosures by the pledgee on those
shares, and any subsequent sales of those shares by the pledgee, are not
restricted. The pledgee must give us a right of first refusal, however, to buy
those shares at the market price before they are sold by the pledgee. Pledges of
a covered person's covered shares to us to secure obligations under the
redemption and non-competition agreement, and foreclosures or sales by us, also
are not restricted.

     In addition to the restrictions set forth above, covered persons will need
to comply with applicable securities laws in connection with any transfer and
may need to deliver an opinion of counsel in connection with any transfer.

     All covered shares beneficially owned by covered persons will, with limited
exceptions, be registered in the name of a nominee for the covered person or
held in the custody of a custodian until transfer of those shares is permitted
under the voting agreement or as otherwise determined by our partners committee.

     All transfer restrictions applicable to a covered person under the
agreement terminate upon death of the covered person, other than any
underwriters' lock-up restrictions.

     VOTING

     Under the voting agreement, prior to any vote of our shareholders, a
separate, preliminary vote of the covered shares owned by covered persons who
are our employees will be taken on each matter upon which a vote of the
shareholders is proposed to be taken. Subsequently, all of these covered shares
will be voted in the vote of our shareholders in accordance with the majority of
the votes cast in the preliminary vote.

     With respect to elections of directors, however, all covered shares owned
by covered persons who are our employees will be voted in favor of the election
of those persons receiving the highest numbers of votes cast in the preliminary
vote. In the case of a vote for an amendment to our memorandum of association or
bye-laws, or in connection with an amalgamation, liquidation, dissolution, sale
of all or substantially all of our property and assets or any similar
transaction with respect to us, all covered shares owned by covered persons who
are our employees will be voted against the proposal unless at least two-thirds
of the votes in the preliminary vote are cast in favor of the proposal, in which
case all of these covered shares will be voted in favor of the proposal.

                                       132
By signing the voting agreement, each covered person gives our partners
committee an irrevocable proxy for the term of the voting agreement to vote his
or her covered shares on matters that are the subject of a preliminary vote in
accordance with the preliminary vote and on other matters as our partners
committee see fit in a manner consistent with the preliminary vote.

     ADDITIONAL RESTRICTIONS

     The voting agreement also prevents covered persons from engaging in the
following activities while employed by us with any person who is not a party to
the voting agreement or a director, officer or employee acting in their capacity
as such:

      --   participating in a proxy solicitation with respect to any of our
           securities or securities of our subsidiaries,

      --   depositing any covered shares in a voting trust or subjecting any of
           these shares to any voting agreement or arrangement,

      --   forming, joining or in any way participating in a group that agrees
           to vote or dispose of any securities of ours or our subsidiaries in a
           particular manner,

      --   making any announcement or responding to unsolicited requests for
           information regarding how a person intends to vote,

      --   making any offer or proposal to acquire any of our securities or
           assets or any securities or assets of our subsidiaries,

      --   seeking the removal of any member of our board of directors or any
           change in the composition of our board of directors,

      --   participating in a call for any special meeting of our shareholders,

      --   assisting, advising or encouraging any person to do any of the
           foregoing or

      --   initiating or proposing any shareholder proposal.

     SECURITIES AND EXCHANGE COMMISSION FILINGS

     In the event that any covered person is required to file a report of
beneficial ownership on schedule 13D or 13G of the Securities Exchange Act of
1934 with respect to covered shares, unless otherwise directed by our partners
committee, the covered person will not file a separate report but will file a
report together with the other covered persons. As a result of the voting
agreement, we expect that a schedule 13D will be required on behalf of all
covered persons as a group.

     TERM AND AMENDMENT

     The voting agreement will be in effect for 50 years from April 30, 2002,
unless it is earlier terminated by the vote of two-thirds of the votes
represented by the covered shares owned by covered persons who are our
employees. The transfer restrictions will not terminate upon the expiration or
termination of the voting agreement unless they have been previously waived or
terminated under the terms of the voting agreement. The voting agreement
generally may be amended or waived at any time by the affirmative vote of
two-thirds of the votes represented by the covered shares owned by covered
persons who are our employees.

     Any amendment or waiver that has the effect of making our obligations under
the agreement more onerous to us as well as any amendment or waiver of the
transfer restrictions also requires our consent. Amendment or waiver of other
provisions may require additional consent. For example,

      --   any amendment or waiver that has the effect of materially changing
           the rights or obligations of our partners committee will require the
           approval of our partners committee and

                                       133
--   any amendment to or waiver of the transfer restrictions that would
           make the transfer restrictions more onerous to a covered person will
           require the consent of the covered person.

     The transfer restrictions and the other provisions of the voting agreement
may be waived at any time by our partners committee, with our prior written
consent, to permit covered persons to:

      --   participate as sellers in underwritten public offerings of Class A
           common shares and tender and exchange offers and share repurchase
           programs by us,

      --   transfer covered shares to charities, including charitable
           foundations,

      --   transfer covered shares held in employee benefit plans and

      --   transfer covered shares in particular situations, such as to
           immediate family members and trusts.

     Our partners committee may also amend the voting agreement with our consent
in connection with a restructuring of our separation that results in our
reorganization as a United States or United Kingdom corporation. In addition,
our partners committee may make amendments necessary to obtain a no-action
letter from the Securities and Exchange Commission with respect to Section 16 of
the Exchange Act.

     ADMINISTRATION

     The terms and provisions of the voting agreement will be administered by
our partners committee, which generally will consist of members of our board of
directors who are also our employees or employees of our subsidiaries holding
the "partner" title or an equivalent title and who agree to serve as members of
our partners committee. Our partners committee will have the sole power to
enforce the provisions of the voting agreement.

     We will be responsible for all the expenses of our partners committee
incurred in administering the voting agreement. Each covered person will be
responsible for his or her own expenses incurred in connection with compliance
with the voting agreement.

     GOVERNING LAW

     The voting agreement will be governed by the laws of the state of New York.

PwC CONSULTING SCA TRANSFER RIGHTS AGREEMENT

     PERSONS AND SHARES COVERED

     PwC Consulting SCA and each of our partners who own PwC Consulting SCA
Class I common shares will enter into a transfer rights agreement. Parties to
the agreement, other than PwC Consulting SCA, are referred to as covered
persons. The PwC Consulting SCA Class I common shares covered by the transfer
rights agreement generally include all PwC Consulting SCA Class I common shares
owned by a covered person, including shares received by such covered person in
exchange for or in respect of his or her Class I common shares by reason of
stock dividends, stock splits, reverse stock splits, spin-offs, split-ups,
recapitalizations, combinations or exchanges of shares. The PwC Consulting SCA
Class I common shares covered by the transfer rights agreement are referred to
as covered shares.

     When a covered person ceases to be our employee for any reason other than
death, the covered person will continue to be bound by all the provisions of the
transfer rights agreement until the covered person holds all covered shares free
from transfer restrictions described below and thereafter he or she will no
longer be bound, in general, by the provisions other than continuing provisions
of the transfer rights agreement.

     Upon any business combination, amalgamation, restoration, recapitalization
or other extraordinary transaction involving directly or indirectly us or PwC
Consulting SCA as a result of which the covered persons shall hold voting
securities of an entity other than us or PwC Consulting SCA, the transfer rights
agreement will remain in effect with appropriate adjustments made by our
partners committee.

                                       134
TRANSFER RESTRICTIONS

     None of the covered persons will be permitted to request a redemption of
his or her covered shares until one year after the closing of this offering. In
addition, each covered person will agree, among other things, to:

      --   except as described below, not transfer, and to maintain sole
           beneficial ownership of, his or her covered shares received on or
           prior to the date of our separation,

      --   comply with the transfer restrictions relating to the covered shares
           imposed by the lock-up provisions of the underwriting agreement with
           respect to this offering and

      --   comply with other transfer restrictions relating to PwC Consulting
           SCA Class I common shares when requested to do so by PwC Consulting
           SCA and with the insider trading policies of PwC Consulting SCA.

     Transfers include, among other things, exchanges for our Class A common
shares and any disposition of the economic risks of ownership of covered shares,
including, with a limited exception, short sales, option transactions and use of
derivative financial instruments or other hedging arrangements with respect to
securities of PwC Consulting SCA.

     Subject to complying with the underwriters' lock-up, a partner may transfer
covered shares beneficially owned by him or her to the extent necessary to pay
taxes incurred in connection with the issuance of shares to him or her unless we
provide financing, or to the extent these shares were received as repayment of
such partner's capital account or similar amounts the partner had previously
contributed to his or her PricewaterhouseCoopers firm. Shares transferred for
these reasons will not be deemed to be covered shares beneficially owned by such
partner for purposes of calculating the cumulative percentages of covered shares
permitted to be sold by such partner described below.

     Furthermore, covered persons who continue to be our employees will be
permitted to transfer a percentage of the covered shares owned by them beginning
on each anniversary of the date of our separation commencing on the first
anniversary according to the schedule set forth below:
CUMULATIVE PERCENTAGE OF COVERED             YEARS AFTER THE DATE OF OUR
   SHARES PERMITTED TO BE TRANSFERRED                    SEPARATION
-----------------------------------------  ---------------------------------------
20%.....................................                  1 year
 40%.....................................                  2 years
 60%.....................................                  3 years
 75%.....................................                  4 years
100%.....................................  The later of 5 years and termination of
                                                     employment with us
Notwithstanding the restrictions set forth above during the first five
years after the date of our separation, partners who terminate their employment
with us at or after the age of 55 and are not in violation of their non-
competition agreement and partners who, while an employee of ours, become
disabled, as defined in the transfer rights agreement, will be permitted to
transfer all of the covered shares they own. All others who cease to be our
employees during the five year period after the date of our separation will not
be permitted to sell covered shares in accordance with the table set forth above
and will instead be required to hold their covered shares until five years after
the date of our separation.

     If PwC Consulting SCA approves in writing a covered person's pledge of his
or her covered shares to another person, or pledgee, foreclosures by the pledgee
on those shares, and any subsequent sales of those shares by the pledgee, are
not restricted, the pledgee must give PwC Consulting SCA a right of first
refusal, however, to buy those shares at the market price of our Class A common
shares before they are sold by the pledgee. Pledges of a covered person's
covered shares to PwC Consulting SCA to secure obligations under the redemption
and non-competition agreement, and foreclosures or sales by PwC Consulting SCA,
also are not restricted.

                                       135
In addition to the restrictions set forth above, covered persons will need
to comply with applicable securities laws in connection with any transfer and
may need to deliver an opinion of counsel in connection with any transfer.

     All covered shares beneficially owned by covered persons will, with limited
exceptions, be registered in the name of a nominee for the covered person or
held in the custody of a custodian until transfer of those shares is permitted
under the transfer rights agreement or as otherwise determined by our partners
committee.

     All transfer restrictions applicable to a covered person under the transfer
rights agreement terminate upon death of such covered person other than any
underwriters' lock-up restrictions.

     REDEMPTIONS

     By signing the transfer rights agreement, each covered person will agree
that the redemption price payable in connection with any redemption of such
covered person's covered shares under the Articles of Association of PwC
Consulting SCA may, at the option of PwC Consulting SCA, be paid in cash or PwCC
Limited Class A common shares.

     Subject to customary limitations, we have agreed to file a shelf
registration statement with the Securities and Exchange Commission one year
after the closing of this offering, registering our Class A common shares
issuable to covered persons upon redemption of their PwC Consulting SCA Class I
common shares and, subject to some exceptions, to use reasonable best efforts to
maintain the effectiveness of such registration statement until all PwC
Consulting SCA Class I common shares held by covered persons have been redeemed.

     SECURITIES AND EXCHANGE COMMISSION FILINGS

     In the event that any covered person is required to file a report of
beneficial ownership on schedule 13D or 13G of the Securities Exchange Act of
1934 with respect to covered shares, unless otherwise directed by the partners
committee, the covered person will not file a separate such report but will file
a report together with the other covered persons.

     TERM AND AMENDMENT

     The transfer rights agreement will be in effect for 50 years from April 30,
2002, unless it is earlier terminated by the affirmative vote of two-thirds of
the votes represented by the covered shares owned by covered persons who are our
employees. The transfer restrictions will not terminate upon the expiration or
termination of the transfer rights agreement unless they have been previously
waived or terminated under the terms of the agreement. The transfer rights
agreement generally may be amended or waived at any time by the affirmative vote
of two-thirds of the votes represented by the covered shares owned by covered
persons who are our employees.

     Any amendment or waiver that has the effect of making the obligations of
PwC Consulting SCA under the transfer rights agreement more onerous to PwC
Consulting SCA as well as any amendment or waiver of the transfer restrictions
also require the consent of PwC Consulting SCA. Amendment or waiver of other
provisions may require additional consent. For example,

      --   any amendment or waiver that has the effect of materially changing
           the rights or obligations of our partners committee will require the
           approval of our partners committee and

      --   any amendment to or waiver of the transfer restrictions that would
           make transfer restrictions more onerous to a covered person will
           require the consent of the covered person.

     The transfer restrictions and the other provisions of the transfer rights
agreement may be waived at any time by our partners committee, with PwC
Consulting SCA's prior written consent, to permit covered persons to:

      --   participate as sellers in underwritten public offerings of Class I
           common shares and share repurchase programs and tender offers by PwC
           Consulting SCA,

                                       136
--   transfer covered shares to charities, including charitable
           foundations,

      --   transfer covered shares held in employee benefit plans and

      --   transfer covered shares in particular situations, such as to
           immediate family members and trusts.

     Our partners committee may also amend the transfer rights agreement, with
the consent of PwC Consulting SCA, in connection with a restructuring of our
separation that results in PwCC Limited being reorganized as a United States or
United Kingdom corporation and PwC Consulting SCA being reorganized under the
laws of another jurisdiction.

     ADMINISTRATION

     The terms and provisions of the transfer rights agreement will be
administered by our partners committee. Our partners committee will have the
sole power to enforce the provisions of the transfer rights agreement.

     PwC Consulting SCA will be responsible for all the expenses of the partners
committee incurred in administering the transfer rights agreement. Each covered
person will be responsible for his or her own expenses incurred in connection
with compliance with the transfer rights agreement.

     GOVERNING LAW

     The transfer rights agreement will be governed by the laws of Luxembourg.

REDEMPTION AND NON-COMPETITION AGREEMENT

     PERSONS COVERED

     We or one of our subsidiaries will have entered into a redemption and
non-competition agreement with each of our partners, other than our partners in
some countries, including Australia and Germany, as of or prior to the date of
our separation.

     RESTRICTED ACTIVITIES

     Each partner who signs a redemption and non-competition agreement generally
will agree that, for a period ending on the later of three years following the
date of our separation or twelve months following the termination of the
partner's employment with us or our affiliates, he or she will not associate
with or, in connection with such association, engage in consulting services for
any competitive enterprise or solicit or assist any other entity in soliciting
any client or prospective client for the purposes of providing consulting
services. In addition, for this period, the partner will agree not to perform
consulting services for any client or prospective client or interfere with or
damage any relationship between us and a client or prospective client. Each of
our partners will agree that for this period, he or she will not solicit or
employ any employee or any former employee who ceased working for us or our
affiliates within the twelve-month period before or after the date on which the
partner's employment with us or our affiliates terminated.

     ENFORCEMENT

     Each of our partners who signs a redemption and non-competition agreement
generally will agree that if the partner were to breach any provision of the
redemption and non-competition agreement, we would be entitled to equitable
relief restraining the partner from committing any such breach. In addition,
each of our partners will agree that if the partner were to breach any
provisions of the redemption and non-competition agreement prior to the third
anniversary of the date of our separation, he or she will pay us a predetermined
amount of liquidated damages and, where permissible, that the liquidated damages
will be secured by the partner's Class A common shares, Class X common shares,
PwC Consulting SCA Class I common shares or other equity in our subsidiaries.
Our partners will be permitted to dispose of their pledged securities in
accordance with the terms of the voting agreement or the transfer rights
agreement and to receive the proceeds from such dispositions.
                                       137
Because the laws concerning the enforcement of non-competition covenants
and the payment of liquidated damages vary, we may not be able to strictly
enforce these terms in all jurisdictions, and the terms, including length, of
the redemption and non-competition agreement may vary by jurisdiction due to
legal and other considerations.

     WAIVER

     We may waive provisions of the redemption and non-competition agreement or
any portion thereof with the consent of, and in the discretion of, our chief
executive officer or his or her designee.

                                       138
PRINCIPAL AND SELLING SHAREHOLDERS

     The following table sets forth information with respect to the beneficial
ownership of our Class A common shares immediately prior to this offering and as
adjusted to reflect the sale of our Class A common shares in this offering held
by:

      --   each holder who is known to us to be the beneficial owner of more
           than 5% of any class of our outstanding common shares,

      --   each selling shareholder,

      --   each of our directors and named executive officers and

      --   all of our directors and named executive officers as a group.

     Except as otherwise indicated, the persons or entities listed below have
sole voting and investment power with respect to the shares beneficially owned
by them. We have listed selling shareholders that are individuals in exhibit
99.1 to the registration statement of which this prospectus forms a part.

     In addition, "beneficial ownership" is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or
group of persons is deemed to have "beneficial ownership" of any common shares
that such person has the right to acquire within 60 days after the date of this
prospectus. For purposes of computing the percentage of our outstanding common
shares held by each persons named above, any shares that such person or persons
has the right to acquire within 60 days after the date of this prospectus are
deemed to be outstanding but are not deemed to be outstanding for the purposes
of computing the percentage ownership of any other person. We also treat all
shares issued by our subsidiaries in connection with our separation to
PricewaterhouseCoopers firms, their partners or shareholders and our partners as
if they had been redeemed or exchanged on a one-for-one basis for our Class A
common shares.
CLASS A COMMON                                                  CLASS A COMMON
                             SHARES BENEFICIALLY                                             SHARES BENEFICIALLY
                                OWNED BEFORE                             NUMBER OF CLASS A       OWNED AFTER
                                THIS OFFERING        CLASS X COMMON      COMMON SHARES TO       THIS OFFERING
                             -------------------   SHARES BENEFICIALLY    BE SOLD IN THIS    -------------------
 NAME OF BENEFICIAL OWNER     NUMBER       %              OWNED              OFFERING         NUMBER       %
---------------------------  --------   --------   -------------------   -----------------   --------   --------
PricewaterhouseCoopers LLP
  (United States)
PricewaterhouseCoopers UK
  (United Kingdom)
PwC Deutsche Revision
  Aktiengesellschaft
  (Germany)
PricewaterhouseCoopers LLP
  (Canada)
PricewaterhouseCoopers
  Associates (Canada)
PricewaterhouseCoopers N.V.
  (Netherlands)
PwC S.L. (Spain)
PricewaterhouseCoopers
  (America del Sur)
  (Uruguay)
South American Finance
  Corporation Ltd (Bermuda)
LHS P/S (Denmark)
PricewaterhouseCoopers
  Republic of Ireland Firms
  (Ireland)
PricewaterhouseCoopers DA
  (Norway)
139
CLASS A COMMON                                                  CLASS A COMMON
                             SHARES BENEFICIALLY                                             SHARES BENEFICIALLY
                                OWNED BEFORE                             NUMBER OF CLASS A       OWNED AFTER
                                THIS OFFERING        CLASS X COMMON      COMMON SHARES TO       THIS OFFERING
                             -------------------   SHARES BENEFICIALLY    BE SOLD IN THIS    -------------------
 NAME OF BENEFICIAL OWNER     NUMBER       %              OWNED              OFFERING         NUMBER       %
---------------------------  --------   --------   -------------------   -----------------   --------   --------
Advokatfirmaet
  PricewaterhouseCoopers DA
  (Norway)
PwC Administration Limited
  (New Zealand)
[A subsidiary of
  PricewaterhouseCoopers,
    S.C.] (Netherlands)
PricewaterhouseCoopers-
  Auditores e Consultores,
  Lda (Portugal)
PricewaterhouseCoopers-
  Contabiladade
  Administracao e Servicos,
  Lda (Portugal)
PricewaterhouseCoopers
  Eastern Europe B.V.
  (Netherlands)
Espineira, Sheldon y
  Asociados
  (PricewaterhouseCoopers)
  (Venezuela)
PricewaterhouseCoopers SA
  Partnership (South
  Africa)
R-Latikko 101 Oy (Finland)
PricewaterhouseCoopers Oy
  (Finland)
Oreo Oy (Finland)
Dyson Oy (Finland)
Titulus Oy (Finland)
Jacanta Oy (Finland)
PricewaterhouseCoopers
  Africa Limited
140
DESCRIPTION OF SHARE CAPITAL

     The following information reflects our memorandum of association and
bye-laws as these documents will be in effect upon closing of this offering.

GENERAL

     Our authorized share capital is divided into:

      --        Class A common shares, par value $.0001 per share,

      --        Class X common shares, par value $.0001 per share, and

      --        preferred shares, including Series A Junior Preferred Shares.

     COMMON SHARES

     Immediately following the closing of this offering, assuming no exercise of
the underwriters' over-allotment option and no redemption of PwC Consulting SCA
Class I common shares or exchange of exchangeable shares issued by one of our
subsidiaries, we will have      Class A common shares outstanding, including
     fully-vested restricted share units, and      Class X common shares
outstanding.

     VOTING

     Holders of our Class A common shares, other than PricewaterhouseCoopers
firms, and holders of our Class X common shares are entitled to one vote per
share held of record on the election of directors and on all matters submitted
to a vote of shareholders at which they are present in person or by proxy. Upon
the transfer of our Class A common shares held by PricewaterhouseCoopers firms,
these shares will have full voting rights. Holders of our Class A common shares
and Class X common shares do not have cumulative voting rights in the election
of directors.

     CLASS X RIGHTS

     Each PwC Consulting SCA Class I common share and each exchangeable share of
our subsidiaries will be issued together with a right to acquire one Class X
common share for the par value of that share, which will be nominal. This right
will be exercisable by any holder that is not a PricewaterhouseCoopers firm. The
rights will be transferable only together with the PwC Consulting SCA Class I
common shares or exchangeable shares of our subsidiaries in respect of which
they were originally issued. The rights will be exercised automatically upon
issuance or transfer to any person that is not a PricewaterhouseCoopers firm.

     MANDATORY REDEMPTION OF CLASS X SHARES

     We may, at our 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, and we may
cancel a right to acquire a Class X common share at any time without
compensation. We will agree, however, with each holder of Class X common shares
or a right to acquire a Class X common share not to redeem any Class X common
share of a holder or cancel any right to acquire a Class X common share if the
redemption or cancellation would reduce the number of Class X common shares or
rights to acquire Class X common shares held by that holder to a number that is
less than the number of PwC Consulting SCA Class I common shares and
exchangeable shares of our subsidiaries held by that holder.

     DIVIDENDS

     Each Class A common share is entitled to a pro rata part of a dividend, if
any, at the times and in the amounts which our 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.

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LIQUIDATION RIGHTS

     Each Class A common share is entitled on our liquidation to be paid a pro
rata part of the value of our assets remaining after payment of our 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 our
liquidation.

     NO PRE-EMPTIVE RIGHTS

     Holders of our Class A common shares and Class X common shares have no
pre-emptive rights.

     TRANSFER

     Class A common shares are, subject to the restrictions and requirements
described in this prospectus, transferable by their holders. Class X common
shares are transferable by their holders only with our consent. Please read
"Arrangements with the PricewaterhouseCoopers Network of Firms--Shareholders
Agreement" and "Arrangements with Our Partners--PwCC Limited Voting Agreement"
for a description of the transfer restrictions that apply to our Class A common
shares and Class X common shares.

PREFERRED SHARES

     We are authorized to issue             preferred shares. Our board of
directors 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 our shareholders. None of our preferred shares will be outstanding
upon closing of this offering.

     Any series of preferred shares could, as determined by our board of
directors at the time of issuance, rank senior to our Class A common shares and
Class X common shares with respect to dividends, voting rights, redemption and
liquidation rights. These preferred shares are of the type commonly known as
blank-check preferred shares.

     We believe that the ability of our board of directors to issue one or more
series of our preferred shares will provide us with flexibility in structuring
possible future financings and acquisitions and in meeting other corporate needs
which might arise. Our authorized preferred shares, as well as our Class A
common shares and Class X common shares will be available for issuance without
further action by our shareholders, unless such action is required by applicable
law or the rules of any stock exchange or automated quotation system on which
our securities may be listed or traded. The New York Stock Exchange currently
requires shareholder approval as a prerequisite to listing shares in several
instances, including where the present or potential issuance of shares could
result in an increase of at least 20% in the total number of Class A common
shares and Class X common shares combined, or in the amount of voting
securities, outstanding. If the approval of our shareholders is not required for
the issuance of our preferred shares or our Class A common shares and Class X
common shares, our board of directors may determine not to seek shareholder
approval.

     Although our board of directors has no intention at the present time of
doing so, it could issue a series of our preferred shares that could, depending
on the terms of such series, impede the completion of a merger, amalgamation,
tender offer or other takeover attempt. Our board of directors will make any
determination to issue such shares based on its judgment as to the best
interests of us. Our board of directors, in so acting, could issue our preferred
shares having terms that could discourage an acquisition attempt through which
an acquiror may be able to change the composition of our board of directors,
including a tender offer or other transaction that some, or a majority, of our
shareholders might believe to be in their best interests or in which
shareholders might receive a premium for their shares over the then current
market price of such shares.

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SERIES A JUNIOR PREFERRED SHARES

     Upon completion of this offering, our Series A Junior Preferred Shares will
be reserved for issue upon exercise of rights under our rights agreement. For a
more detailed discussion of our rights agreement and our Series A Junior
Preferred Shares please see "--Rights Agreement" below.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR BYE-LAWS

     BOARD OF DIRECTORS

     Upon completion of this offering, our bye-laws will provide for the
division of our board into three classes, as nearly equal in number as possible,
with one class to be originally elected for a term expiring at the annual
general meeting of shareholders to be held in 2003, another class to be
originally elected for a term expiring at the annual general meeting of
shareholders to be held in 2004 and the final class to be originally elected for
a term expiring at the annual general meeting of shareholders to be held in
2005. Each director will hold office until his or her successor is duly elected
and qualified. Commencing with the 2003 annual general meeting of shareholders,
directors elected to succeed directors whose terms then expire will be elected
for a term of three years.

     Our bye-laws provide that any vacancy on our board of directors created
from an increase in the number of directors or resulting from death,
resignation, disqualification, removal or other cause will be filled only by the
affirmative vote of a majority of the remaining directors, whether or not a
quorum of directors remains in office, and not by the shareholders. Any
directors elected will hold office for the remainder of the full term of the
class of directors in which the vacancy occurred and until the director's
successor is duly elected and qualified. No decrease in the number of directors
constituting our board of directors will shorten the term of any incumbent
director. Our bye-laws provide that directors may be removed only for cause by
the affirmative vote of the holders of at least a majority of the voting power
of all voting shares then outstanding, voting together as a single class.

     These provisions would preclude a third party from removing incumbent
directors and simultaneously gaining control of our board of directors by
filling the vacancies created by removal with its own nominees. Under the
classified board provisions described above, it would take at least two
elections of directors for any individual or group to gain control of our board
of directors. Accordingly, these provisions could discourage a third party from
initiating a proxy contest, making a tender offer or otherwise attempting to
gain control of us.

     ADVANCE NOTICE PROCEDURES FOR NOMINATING DIRECTORS BY SHAREHOLDERS

     Our bye-laws establish an advance notice procedure for shareholders to make
a nomination of candidates for election as directors. Our shareholder notice
procedure provides that only persons who are nominated by, or at the direction
of, our board of directors, or in the case of an annual general meeting by a
shareholder who has given timely written notice to our secretary prior to the
meeting, at which directors are to be elected, will be eligible for election as
our directors. Under our shareholder notice procedure, for notice of shareholder
nominations to be made at an annual general meeting to be timely, such notice
must be received by our secretary not earlier than 120 days and not later than
90 days before the first anniversary of the preceding year's annual general
meeting, except that, if the date of the annual general meeting is more than 30
days before or more than 70 days after such anniversary date, then for a notice
by the shareholder to be timely it must be so delivered not earlier than 120
days prior to the annual general meeting and not later than the later of the 90
days prior to the annual general meeting and 10 days after the date the annual
general meeting is announced by us.

     In addition, under our shareholder notice procedure, a shareholder's notice
to us nominating a person for election as a director must contain the
information required by our bye-laws. If the chairman of a meeting determines
that an individual was not nominated in accordance with our shareholder notice
procedure, the individual will not be eligible for election as a director.

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AMENDMENT

     Our bye-laws provide that the affirmative vote of the holders of at least
two-thirds of our voting shares then outstanding, voting together as a single
class, is required to amend provisions of the bye-laws relating to the number,
election and term of our directors, the nomination of director candidates, the
filling of vacancies and the removal of directors, the rights agreement and the
ability of our board of directors to issue preferred shares.

RIGHTS AGREEMENT

     Our board of directors currently expects to adopt a rights agreement with
     , as rights agent, on or prior to the closing of this offering. The rights
agreement will be filed as an exhibit to the registration statement of which
this prospectus forms a part. For information on how to receive a copy of the
rights agreement, please see "Where You Can Find More Information."

     ANTI-TAKEOVER EFFECTS

     The rights under the rights agreement may have anti-takeover effects. If
the rights become exercisable, the rights will cause substantial dilution to a
person or group that attempts to acquire or merge with us in most cases.
Accordingly, the existence of rights may deter a potential acquiror from making
a takeover proposal or tender offer. The rights should not interfere with any
merger or other business combination approved by our board of directors since we
may redeem the rights as described below and since a transaction approved by our
board of directors would not cause the rights to become exercisable.

     EXERCISABILITY OF RIGHTS

     Under the rights agreement, a right would attach to each Class A common
share and Class X common share outstanding and, when exercisable, entitles the
registered holder to purchase from us one or more Series A Junior Preferred
Shares, par value $0.0001 per share, at an initial purchase price of $100,
subject to customary antidilution adjustments. For a description of the terms of
our Series A Junior Preferred Shares, see "Series A Junior Preferred Shares"
below. For the purposes of the rights agreement, an acquiring person is a person
or group besides our company, PricewaterhouseCoopers International Limited or
our partners who is the beneficial owner of:

      --   15% or more of the Class A common shares then outstanding or

      --   our common shares which have the right to cast 15% or more of the
           votes that may be cast by all such shares outstanding for the
           election of directors of our company.

     The rights will not become exercisable until the earliest of:

      --   the time we learn that a person or group has become an acquiring
           person and

      --   the date, if any, as may be designated by our board of directors
           following the commencement of, or the announcement of an intention to
           commence, a tender offer or exchange offer that would result in a
           person or group becoming an acquiring person.

     Additionally, at any time a person or a group has become an acquiring
person, the flip-in or flip-over features of the rights or, at the discretion of
our board of directors, the exchange features of the rights, may be exercised by
any holder, except for such person or group.

     "FLIP IN" FEATURE

     In the event a person or group becomes an acquiring person, each holder of
a right, except for such person or group, will have the right to acquire, upon
exercise of the right, instead of one one-thousandth of a Series A Junior
Preferred Share, our Series A Junior Preferred Shares having a value equal to
twice the exercise price of the right, in which case our board of directors may
elect to issue our Class A common shares in lieu of our Series A Junior
Preferred Shares. For example, assuming that the initial purchase price of $100
is in effect on

                                       144
the date that the flip-in feature of the right is exercised, any holder of a
right, except for the acquiring person, can exercise his or her right by paying
us $100 in order to receive from us Class A common shares having a value equal
to $200.

     EXCHANGE FEATURE

     At any time after a person or group becomes an acquiring person, but is the
beneficial owner of less than 50%, of our Class A common shares then
outstanding, our board of directors may, at its option, exchange all or some of
the rights, except for those held by such person or group, for consideration per
right consisting of one-half of the securities that would be issuable upon
exercise of the right, subject to adjustment, and cash instead of fractional
shares, if any. Use of this exchange feature means that eligible rights holders
would not have to pay a purchase price before receiving our Class A common
shares.

     "FLIP OVER" FEATURE

     In the event we are acquired in a merger, amalgamation or other business
combination transaction or 50% or more of our assets or our earning power and
our subsidiaries, taken as a whole, are sold, each holder of a right, except for
the acquiring person, will have the right to receive, upon exercise of the
right, the number of shares of the acquiring company's capital common shares
having a value equal to twice the exercise price of the right.

     REDEMPTION OF RIGHTS

     At any time before a person becomes an acquiring person, our board of
directors may redeem all of the outstanding rights at a nominal redemption
price, subject to adjustment. The right to exercise the rights, as described
under "--Exercisability of Rights," will terminate upon action of the board of
directors ordering redemption, and at such time, the holders of the rights will
have the right to receive only the redemption price for each right held.

     AMENDMENT OF RIGHTS

     At any time before a person or group becomes an acquiring person, the terms
of the existing rights agreement may be amended by our board of directors
without the consent of the holders of the rights.

     At any time after a person or group becomes an acquiring person, however,
our board of directors may not adopt amendments to the existing rights agreement
without the consent of the holders of the rights that would be adversely
affected by the amendment. Furthermore, once the rights are no longer
redeemable, our board of directors may not adopt any amendment that would cause
the rights again to be redeemable.

     TERMINATION OF RIGHTS

     If not previously exercised, the rights will expire 10 years from the date
that the rights agreement commences, unless we earlier redeem or exchange the
rights or extend the final expiration date.

     ENFORCEABILITY OF RIGHTS AGREEMENT

     Although a number of companies incorporated in Bermuda have adopted rights
agreements having the same effect as our rights agreement, the enforceability of
the provisions of such rights agreements have not been definitively tested in
the Bermuda courts. Therefore, there is no assurance that a holder of Class A
common shares or Class X common shares or the Company could enforce the
exercisability of those rights as described above under "--Rights Agreement".

     SERIES A JUNIOR PREFERRED SHARES

     In connection with the creation of the rights, as described above, our
board of directors will authorize the issuance of Series A Junior Preferred
Shares.

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We have designed the dividend, liquidation, voting and redemption features
of our Series A Junior Preferred Shares so that the value of one one-thousandth
of a share of our Series A Junior Preferred Shares approximates the value of one
share of our Class A common shares. Series A Junior Preferred Shares may only be
purchased after the rights have become exercisable, and each Series A Junior
Preferred Share:

      --   is nonredeemable and junior to all other series of preferred shares,
           unless otherwise provided in the terms of those series of preferred
           shares,

      --   will have a preferential dividend in an amount equal to the greater
           of $1.00 or 1,000 times any dividend declared on each Class A common
           share,

      --   in the event of liquidation, will entitle its holder to receive a
           preferred liquidation payment equal to 1,000 times the payment made
           per Class A common share,

      --   will have 1,000 votes, voting together with our Class A common shares
           and our Class X common shares and any other share capital with
           general voting rights, and

      --   in the event of any merger, consolidation or other transaction in
           which Class A common shares are converted or exchanged, will be
           entitled to receive 1,000 times the amount and type of consideration
           received per Class A common share.

     The rights of our Series A Junior Preferred Shares as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.

BERMUDA LAW

     We are an exempted company organized under the Companies Act 1981 of
Bermuda. The rights of our shareholders including those persons who will become
shareholders in connection with this offering, are governed by Bermuda law and
our memorandum of association and bye-laws. The Companies Act 1981 of Bermuda
may differ 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 our organizational documents.

     FOREIGN EXCHANGE CONTROLS

     We have been designated by the Bermuda Monetary Authority as a non-resident
for Bermuda exchange control purposes. This designation allows us to engage in
transactions in currencies other than the Bermuda dollar, and there are no
restrictions on our ability to transfer funds, other than funds denominated in
Bermuda dollars, in and out of Bermuda or to pay dividends to non-Bermuda
residents who are holders of our Class A common shares.

     TRANSFER OF COMMON SHARES TO RESIDENTS OF BERMUDA

     The terms of the consent from the Bermuda Monetary Authority under the
Bermuda Exchange Control Act 1972 relating to the issue and transferability of
our Class A common shares restrict the issue and transfer of our shares to and
between persons who are residents of Bermuda for purposes of the Bermuda
Exchange Control Act 1972 such that residents of Bermuda may not own more than
20% in aggregate of our shares.

     DIVIDENDS

     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.

                                       146
VOTING RIGHTS

     Under Bermuda law, except as otherwise provided in the Companies Act 1981
of Bermuda or our 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. Our 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 removal of directors for cause, where a majority of the
votes outstanding is required and amendments to some provisions of our bye-laws,
where a two-thirds majority of the votes outstanding may be required if such
amendments are not approved by the board of directors. A description of the
voting rights attaching to our Class A common shares and Class X common shares
is set out above under "--Common Shares--Voting."

     WRITTEN RESOLUTION OF SHAREHOLDERS ONLY BY UNANIMOUS WRITTEN CONSENT

     Under Bermuda law any action required or permitted to be taken by our
shareholders may only be taken by written resolution with the consent in writing
of all our shareholders.

     RIGHTS IN LIQUIDATION

     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 preferred 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. Our Class X common shares, however, will not be entitled to distribution
rights.

     MEETINGS OF SHAREHOLDERS

     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 our 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. Our
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.

     SHAREHOLDER PROPOSALS

     Under Bermuda law a shareholder or shareholders who hold not less than 5%
of the total outstanding voting rights or number not less than 100 shareholders
may requisition the Company to send to shareholders entitled to receive notice
of the next annual general meeting, at the cost of the requisitionists, notice
of any resolution which may properly be moved together with a statement of not
more than one thousand words with respect to the matter referred to in any
proposed resolution or business to be dealt with at that meeting. The company is
only bound to circulate such a requisition if it is received at the registered
office of the company, in the case of a requisition requiring notice of a
resolution, not less than six weeks before the meeting and in the case of any
other requisition, not less than one week before the meeting.

     ACCESS TO BOOKS AND RECORDS AND DISSEMINATION OF INFORMATION

     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 memorandum of association,
including its objects and powers, and most alterations to its memorandum of
association. The

                                       147
shareholders have the additional right to inspect the bye-laws of the company,
minutes of general meetings and the company's audited financial statements,
which must be presented at the annual general meeting. 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. We
maintain our principal share register in Hamilton, Bermuda. A company is
required to keep at its registered office a register of its directors and
officers that 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.

  BOARD OF DIRECTOR ACTIONS

     Under Bermuda law, the directors of a Bermuda company owe their fiduciary
duty principally to the company rather than the shareholders. Our bye-laws
provide that some 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 our board of directors.

     Our bye-laws provide that a director may, but is not required to, in taking
any action, including an action that may involve or relate to a change of
control or potential change of control of our company, consider, among other
things, the effect that the action may have on other interests or persons,
including our shareholders, our 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 our company.

  AMENDMENT OF MEMORANDUM OF ASSOCIATION AND BYE-LAWS

     Bermuda law provides that the memorandum of association 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, other than
an amendment that alters or reduces a company's share capital or a change of
name, also requires the approval of the Bermuda Minister of Finance, who may
grant or withhold approval at his or her discretion. Our bye-laws may be amended
by our 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 approval of a resolution requires the approval of
holders of not less than two-thirds of the voting power.

     Under Bermuda law, the holders of an aggregate of not less than 20% in par
value of a company's issued share capital of 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 adopted by shareholders at any general meeting,
other than an amendment that alters or reduces a company's share capital or a
change of name as provided in the Companies Act 1981 of Bermuda. Where 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 must be made within 21 days after the
date on which the resolution altering the company's memorandum of association 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 application may be made by persons voting in favor of the amendment.

  APPRAISAL RIGHTS AND SHAREHOLDER SUITS

     Under Bermuda law, in the event of an amalgamation of a Bermuda company
with another company, a shareholder of the Bermuda company who is not satisfied
that fair value has been offered 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 our bye-laws, an amalgamation by us with another company
would require the amalgamation agreement be approved by our board of directors
and by resolution of our shareholders.

     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
                                       148
beyond the corporate power of the company or is illegal or would result in
violation of the company's memorandum of association or bye-laws. Furthermore,
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, which may make an order as it sees
fit, including an order regulating the conduct of the company's affairs in the
future or ordering the purchase of the shares of any shareholder, by other
shareholders or by the company.

TRANSFER AGENT AND REGISTRAR

          will serve as transfer agent and branch registrar for our Class A
common shares in the United States.      will serve as transfer agent and
principal registrar for our Class A common shares in Bermuda.

NEW YORK STOCK EXCHANGE LISTING

     We will apply to have our Class A common shares listed on the New York
Stock Exchange under the symbol "     ."

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SHARES ELIGIBLE FOR FUTURE SALE

     Prior to this offering, there will have been no public market for our Class
A common shares. Although we expect to have our Class A common shares approved
for listing on the New York Stock Exchange, we cannot assure you that there will
be an active public market for our Class A common shares. Sales of substantial
amounts of our Class A common shares, or the perception of these sales, may
adversely affect the price of our Class A common shares and impede our ability
to raise capital through the issuance of equity securities in the future. Upon
the completion of this offering, assuming no exercise of the underwriters'
over-allotment option, we will have      Class A common shares outstanding,
including      Class A common shares underlying restricted share units. Holders
of PwC Consulting SCA Class I common shares will have the right to require PwC
Consulting SCA to redeem their shares, which redemption may be effected by
delivery of Class A common shares. In addition, exchangeable shares issued by
some of our subsidiaries may be exchanged for our Class A common shares on a
one-for-one basis at the request of the holders of these exchangeable shares. Of
the outstanding number of Class A common shares,      Class A common shares to
be sold in this offering will be freely tradable without restriction or further
registration under the Securities Act of 1933. In addition, please note the
following items.

      --        Class A common shares held by our partners will, unless these
           restrictions are waived, be subject to the transfer restrictions
           described under "Arrangements with Our Partners--PwCC Limited Voting
           Agreement" and, unless these restrictions are waived, will be subject
           to the underwriters' lock-up described under "Underwriters" and will
           be eligible for resale pursuant to Rule 144 under the Securities Act
           after one year as described below.

      --        Class A common shares held by the PricewaterhouseCoopers network
           of firms and their partners and shareholders will be subject to the
           transfer restrictions described under "Arrangements with the
           PricewaterhouseCoopers Network of Firms--Shareholders Agreement" and,
           unless these restrictions are waived, will be subject to the
           underwriters' lock-up described under "Underwriters" and will be
           eligible for resale pursuant to Rule 144 under the Securities Act
           after one year as described below. Subject to these restrictions, the
           PricewaterhouseCoopers network of firms will dispose of its Class A
           common shares, including any shares exchangeable for our Class A
           common shares, within five years of the closing date of this offering
           to comply with the terms of the proposed SEC No-Action Letter
           described under "Auditor Independence Rules, the Enron Situation and
           the Proposed SEC No-Action Letter--The Proposed SEC No-Action Letter"
           if the terms of this proposed letter are agreed upon by the SEC.

      --        Class A common shares issuable in lieu of cash redemptions for
           PwC Consulting SCA Class I common shares and      Class A common
           shares issuable in exchange for exchangeable shares issued by some of
           our subsidiaries held by our partners and some of the
           PricewaterhouseCoopers network of firms and their partners and
           shareholders will, unless these restrictions are waived, be subject
           to the transfer restrictions described under "Arrangements with the
           PricewaterhouseCoopers Network of Firms--Shareholders Agreement" and
           "Arrangements with Our Partners--PwCC Limited Voting Agreement" and,
           unless these restrictions are waived, will be subject to the
           underwriters' lock-up described under "Underwriters" and will be
           eligible for resale pursuant to Rule 144 under the Securities Act one
           year after redemption or exchange as described below. We have agreed
           to file a registration statement that will permit partners to resell
           Class A common shares delivered to them as set forth in this
           paragraph without the one year holding period requirement.

                                       150
--        Class A common shares underlying restricted share units
           generally will be deliverable as follows:
SHARES UNDERLYING
                    RESTRICTED SHARE
                    UNITS DELIVERED                       YEARS AFTER THE CLOSING OF
                      TO PARTNERS                               THIS OFFERING
                   -----------------                      --------------------------
20%...............................................          1 year
      20%...............................................         2 years
      20%...............................................         3 years
      15%...............................................         4 years
      25%...............................................   The later of 5 years
                                                            and termination of
                                                           employment with us.
--   Of the      Class A common shares subject to options described under
           "Management--2002 Share Incentive Plan,"      will become exercisable
           in equal annual installments beginning one year after the date of
           grant,      will become exercisable in      equal annual installments
           beginning one year after the date of grant and      will become
           exercisable      months after the date of grant.

      --   Up to      Class A common shares are available for sale under the
           employee share purchase plan described under "Management--2002
           Employee Share Purchase Plan."

      --   Up to      Class A common shares acquired by some of our former
           partners in our separation will be subject to the underwriters,
           lock-up described under "Underwriters" and will be eligible for
           resale pursuant to Rule 144 under the Securities Act after one year
           as described below.

     We, the selling shareholders, our shareholders, employees, partners,
officers and directors who received Class A common shares in the separation have
agreed, without the prior written consent of Morgan Stanley & Co. Incorporated
on behalf of the underwriters, not to, during the period ending 180 days, or in
some cases up to two years, after the date of this prospectus, dispose of any of
their common shares or securities convertible into or exchangeable for Class A
common shares, except under limited circumstances described under
"Underwriters."

     To the extent not otherwise freely tradable or able to be sold under an
exemption contained in Rule 144, we currently expect that we will file a
registration statement with the SEC in order to register the reoffer and resale
of our Class A common shares issued pursuant to the restricted share units and
options to purchase and sales of Class A common shares described under
"Management--2002 Share Incentive Plan" and "Management --2002 Employee Share
Purchase Plan." The firms in PricewaterhouseCoopers network, some of their
partners and shareholders and the PricewaterhouseCoopers retirement trusts will
have the right to demand that we file a registration statement with the SEC in
order to register the reoffer and resale of our Class A common shares and other
registerable securities described under "Arrangements with the
PricewaterhouseCoopers Network of Firms--Shareholders Agreement--Registration
Rights." As a result, any Class A common shares delivered or purchased pursuant
to these plans or covered under the registration rights provisions will, subject
to applicable contractual restrictions, be freely transferable to the public
unless our Class A common shares are acquired by an "affiliate" of ours. Any
Class A common shares acquired by an "affiliate" of ours will be transferable to
the public in accordance with Rule 144.

     In general, under Rule 144 as currently in effect, a person or persons
whose shares are aggregated together, including an affiliate, who has
beneficially owned restricted shares for at least one year is entitled to sell,
within any three-month period, a number of these shares that does not exceed the
greater of:

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

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

                                       151
In addition, affiliates must comply with the restrictions and requirements
of Rule 144, other than the one-year holding period requirement, in order to
sell Class A common shares that are not restricted securities within the meaning
of that rule. Under Rule 144(k), a person who is not an affiliate and has not
been an affiliate for at least three months prior to the sale and who has
beneficially owned restricted shares for at least two years may resell these
shares without compliance with the foregoing requirements.

     The registration rights that will be granted to some firms in the
PricewaterhouseCoopers network and some of the PricewaterhouseCoopers partners
and shareholders could, if exercised, permit these shareholders to sell
significant amounts of Class A common shares at any time beginning 180 days
after this offering. See "Risk Factors--Risks That Relate to This Offering and
Ownership of Our Class A Common Shares--The price of our Class A common shares
may decline due to the large number of outstanding shares eligible for future
sale to the public" for a description of risks relating to the registration
rights.

                                       152
MATERIAL INCOME TAX CONSEQUENCES

TAXATION OF THE COMPANY

     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 of 1966,
an undertaking that, in the event that Bermuda enacts any legislation imposing
tax computed on profits or income or computed on any capital asset, gain or
appreciation or any tax in the nature of estate duty or inheritance tax, such
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. The maximum annual government fee applicable to
us is currently $27,825, and we expect to be subject to the maximum fee.

PROPOSED U.S. TAX LEGISLATION

     As noted under "Risk Factors--Potential United States federal tax law
changes could increase our effective tax rate or could have other adverse
effects on our business," legislation has been introduced in the United States
Congress that would reduce the tax advantages of so-called "corporate inversion
transactions." The formation of our company will be accomplished by the
combination of separately-owned, and managed businesses in the
PricewaterhouseCoopers network of firms. Based upon the allocation of value
under the rollup agreements, slightly more than half of these businesses and
their owners have never been subject to US income tax laws. In addition,
PricewaterhouseCoopers firms, or their partners and shareholders, participating
in the separation transaction that are United States persons should own less
than 50% of our company on a fully exchanged basis, even before taking into
account sales in this offering, and should own a considerably lower percentage
of our company following this offering. As a result, we do not believe that we
should be subject to any legislation intended to address corporate inversion
transactions. Notwithstanding this, because the formation of our company has
some similarities with corporate inversion transactions, it is possible that
legislation, if enacted, could be applicable to the formation of our company,
which could result in an increase in our effective tax rate or have other
adverse effects to our company and result in the imposition of United States
withholding taxes at a 30% rate, possibly subject to reduction under any
applicable tax treaty, on any dividend distributions by us to non-United States
shareholders.

TAXATION OF HOLDERS

  BERMUDA TAX CONSIDERATIONS

     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
Class A common shares or on any payments in respect of our Class A common
shares, except, in some circumstances, to persons ordinarily resident in
Bermuda.

  UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of the material United States federal income tax
consequences, as of the date of this document, to a holder of our Class A common
shares that is a "U.S. holder", that purchases the shares in connection with
their initial issuance and that holds the shares as capital assets. For purposes
of this discussion, you are a "U.S. holder" if you are:

      --   a citizen or resident of the United States,

      --   a corporation 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

                                       153
--   a trust that is subject to the primary 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.

     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, and is for general purposes only. 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 transaction. 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 and other federal tax laws.
In addition, it does not present a description of the United States 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:

      --   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,

      --   a person whose functional currency is not the United States dollar or

      --   a person receiving Class A common shares as compensation.

     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.

  TAXATION OF DIVIDENDS

     The gross amount of distributions you receive on your Class A common
shares, if any, 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 as ordinary income on the day you
actually or constructively receive it. Because we are not a United States
corporation, 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. To the extent that the amount of any

                                       154
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, and the balance of the distribution in excess of your adjusted basis
will be taxed as capital gain recognized on a subsequent disposition of the
shares. The reduction in basis caused by the tax-free return of capital will
increase the amount of gain, or decrease the amount of loss, you will recognize
on any subsequent disposition of your Class A common shares.

     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:

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

      --   United States source income,

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.

     FOREIGN PERSONAL HOLDING COMPANY

     A foreign corporation will be classified as a foreign personal holding
company ("FPHC") if:

      --   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; 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, including any income from certain
           personal service contracts.

     If we or one or more of our subsidiaries becomes a FPHC, you, regardless of
the amount of our Class A common shares you hold, will be required to include in
your income a dividend, currently each year, equal to your pro rata share of
earnings regardless of whether such earnings are actually distributed. If you
own, directly or indirectly, 5% or more by value of our Class A common shares,
you will be required to include in your return information about the income,
expenses and other specified items of the applicable company. Additionally, if
you acquired our Class A common shares from a decedent, you would not received a
stepped-up basis in those shares. Instead, you would have a tax basis equal to
the lower of the fair market value of the shares at the time of receipt or the
decedent's basis.

     We believe that neither we nor any of our subsidiaries is a FPHC. However,
due to a number of factors, including the FPHC stock ownership attribution
rules, there can be no assurance that we or one or more of our subsidiaries will
not become a FPHC in our or one of these companies' current taxable year or in
the future. You should consult your tax advisor concerning the U.S. tax
consequences of holding shares if we or any of our subsidiaries were to become a
FPHC.

     DISPOSITION OF THE COMMON SHARES

     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. 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
characterized as returns of capital. 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 taxed
at a maximum tax rate of 20%; if you hold the shares for more than

                                       155
five years, your gain recognized on a sale or disposition will be taxed at a
maximum rate of 18%. Your ability to deduct capital losses is subject to
limitations.

     INFORMATION REPORTING AND BACKUP WITHHOLDING

     In general, unless you are an exempt recipient such as a corporation,
information reporting will apply to dividends in respect of the 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 some certifications, you will be subject to backup withholding
generally imposed at a 30% rate. 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.

                                       156
UNDERWRITERS

     Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom Morgan Stanley & Co. Incorporated is acting as representative, have
severally agreed to purchase, and we and the selling shareholders have agreed to
sell to them, severally, the number of shares indicated below:
NUMBER
                            NAME                              OF SHARES
------------------------------------------------------------  ----------
Morgan Stanley & Co. Incorporated...........................
                                                              ----------

          Total.............................................
                                                              ==========
The underwriters are offering the Class A common shares subject to their
acceptance of the shares from us and the selling shareholders and subject to
prior sale. The underwriting agreement provides that the obligations of the
several underwriters to pay for and accept delivery of the Class A common shares
offered by this prospectus are subject to the approval of specified legal
matters by their counsel and to other conditions. These conditions include a
condition that our separation be completed prior to the closing of this
offering. The underwriters are obligated to take and pay for all of the Class A
common shares offered by this prospectus if any such shares are taken. However,
the underwriters are not required to take or pay for the shares covered by the
over-allotment option described below.

     The underwriters initially propose to offer a portion of our Class A common
shares directly to the public at the public offering price listed on the cover
page of this prospectus and a portion to some dealers at a price that represents
a concession not in excess of $       a share under the public offering price.
Any underwriter may allow, and such dealers may reallow, a concession not in
excess of $       a share to other underwriters or dealers. After the initial
offering of our Class A common shares, the offering price and other selling
terms may from time to time be varied by the representative.

     The underwriting discounts and commissions to be paid by us and the selling
shareholders, which are expected to be a percentage of the offering price, are
set forth in the following table:
UNDERWRITING                    PROCEEDS TO
                                       PRICE TO    DISCOUNTS AND    PROCEEDS TO    THE SELLING
                                        PUBLIC      COMMISSIONS       COMPANY      SHAREHOLDERS
                                       --------    -------------    -----------    ------------
Per Share............................  $             $              $                $
Total................................  $             $              $                $
We expect that the offering expenses payable by us in connection with this
offering, other than the underwriting discounts and commissions, will be
approximately $       .

     We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an aggregate of
additional Class A common shares at the public offering price listed on the
cover page of this prospectus, less underwriting discounts and commissions. The
underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of Class A common
shares by this prospectus. To the extent this option is exercised, each
underwriter will become obligated, subject to specified conditions, to purchase
the same percentage of additional shares as the number listed next to the
underwriter's name in the preceding table bears to the total number of shares
listed next to the names of all underwriters in the preceding table. Because the
PricewaterhouseCoopers firms intend to fully dispose of their interest in us, if
the PricewaterhouseCoopers firms do not sell all their interest in us in this
offering, we expect that the overallotment option will instead be granted by the
selling shareholders to the extent of their remaining interest in us.

     If the underwriters' option is exercised in full, the total price to the
public would be $       , the total underwriting discounts and commissions would
be $       and the total proceeds to us would be $       .

                                       157
The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of Class A
common shares offered by them.

     We, the selling shareholders, our shareholders, employees, partners,
officers and directors who received Class A common shares in our separation will
agree, without the prior written consent of Morgan Stanley & Co. Incorporated on
behalf of the underwriters, not to, during the period ending 180 days after the
date of this prospectus:

      --   offer, pledge, sell, contract to sell, sell any option or contract to
           purchase, purchase any option or contract to sell, grant any option,
           right or warrant to purchase, lend, or otherwise transfer or dispose
           of, directly or indirectly, any Class A common shares or Class X
           common shares or any securities convertible into or exercisable or
           exchangeable for Class A common shares or Class X common shares, any
           capital stock of PwC Consulting SCA or any securities convertible
           into or exercisable or exchangeable for capital stock of PwC
           Consulting SCA or any shares of capital stock of any direct or
           indirect subsidiary of PwC Consulting SCA or any securities
           convertible into or exercisable or exchangeable for capital stock of
           any such subsidiary, or

      --   enter into any swap or other arrangement that transfers to another,
           in whole or in part, the economic consequences of ownership of the
           Class A common shares, Class X common shares or any capital stock of
           PwC Consulting SCA or any such subsidiary,

whether any such transaction described above is to be settled by delivery of
Class A common shares, Class X common shares or capital stock of PwC Consulting
SCA or such other securities, in cash or otherwise.

     In addition, the PricewaterhouseCoopers firms and their partners and
shareholders taking part in this offering will each agree not to enter into any
such transaction for a period of up to two years after the date of this
prospectus according to the following schedule:
AMOUNT OF CLASS A
                PERIOD OF TIME FOLLOWING                  COMMON SHARES THAT
              THE CLOSING OF THIS OFFERING                   MAY BE SOLD
--------------------------------------------------------  ------------------
Less than six months....................................           0%
Between 6 months and 12 months..........................          25%
Between 12 months and 18 months.........................          50%
Between 18 months and 24 months.........................          75%
More than 24 months.....................................         100%
The restrictions described in the preceding list do not apply to:

      --   the sale of Class A common shares to the underwriters,

      --   our issuance of Class A common shares, not to exceed           Class
           A common shares upon the exercise of an option or warrant or the
           conversion of a security outstanding on the date of the closing of
           this offering of which the underwriters have been advised in writing,
           including of PwC Consulting SCA Class I common shares and
           exchangeable shares issued by some subsidiaries for shares of Class A
           common shares, provided that such shares are subject to the terms of
           the lock-up described above, except as otherwise agreed in writing by
           Morgan Stanley & Co. Incorporated on behalf of the underwriters,

      --   issuance of our Class A common shares and PwC Consulting SCA Class I
           common shares in exchange for shares of our other subsidiaries,

      --   the granting of options to officers, directors, consultants or
           employees, provided that these options are not exercisable prior to
           the end of the lock-up described above and the issuance by us of
           restricted shares units representing the right to purchase not more
           than           Class A common shares, in each case, under benefit
           plans described in this prospectus,

                                       158
--   any transaction required under the proposed independence relief
           no-action letter from the SEC described in this prospectus,

      --   our issuance of a number of shares not exceeding      % of the Class
           A common shares to be outstanding immediately following the closing
           of this offering, assuming all PwC Consulting SCA Class I common
           shares and exchangeable shares issued by our subsidiaries are
           redeemed or exchanged for newly issued Class A common shares on a
           one-for-one basis, in each case in connection with acquisitions,
           including any acquisitions of the consulting business of a
           PricewaterhouseCoopers firm, provided that the recipient of such
           shares agrees to be bound by the restrictions described above,

      --   any transfer of PwC Consulting SCA Class I common shares or shares of
           a subsidiary, provided that the transferee of any such shares agrees
           to be bound by the restrictions described above,

      --   with respect to each of the exceptions listed above, the issuance by
           PwC Consulting SCA of the same number of shares of its equity to us
           or

      --   some transfers by our partners for estate planning purposes, provided
           that the transferee of any such shares agrees to be bound by the
           restrictions described above.

     In order to facilitate our offering of our Class A common shares, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of our Class A common shares. Specifically, the underwriters
may sell more shares than they are obligated to purchase under the underwriting
agreement, creating a short position in our Class A common shares for their own
account. A short sale is covered if the short position is no greater than the
number of shares available for purchase by the underwriters under the
over-allotment option. The underwriters can close out a covered short sale by
exercising the over-allotment option or purchasing shares in the open market. In
determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of shares
compared to the price available under the over-allotment option. The
underwriters may also sell shares in excess of the over-allotment option,
creating a naked short position. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the price of our Class A common shares in the open market
after pricing that could adversely affect investors who purchase shares in this
offering. As an additional means of facilitating this offering, the underwriters
may bid for, and purchase, our Class A common shares in the open market to
stabilize the price of our Class A common shares. The underwriting syndicate may
also reclaim selling concessions allowed to an underwriter or a dealer for
distributing our Class A common shares in this offering, if the syndicate
repurchases previously distributed Class A common shares to cover syndicate
short positions or to stabilize the price of our Class A common shares. Any of
these activities may raise or maintain the market price of our Class A common
shares above independent market levels or prevent or retard a decline in the
market price of our Class A common shares. The underwriters are not required to
engage in these activities, and may end any of these activities at any time.

     From time to time, some of the underwriters and their affiliates have
provided, and will continue to provide, investment banking services to us and
the PricewaterhouseCoopers network of firms and the selling shareholders. Morgan
Stanley & Co. Incorporated advised the PricewaterhouseCoopers firms on the
reorganization of its business, including the sale of Unifi, its U.S. human
resources business; the sale of portions of its financial advisory services
business, including its U.S. corporate value consulting business; the proposed
disposal of its business processing management services business; and the
attempted sale of our business, which was not consummated. Morgan Stanley & Co.
Incorporated received usual and customary fees for this advice.

     We, PwC Consulting SCA, the selling shareholders and the underwriters have
agreed to indemnify each other against some liabilities, including liabilities
under the Securities Act.

     Neither the lead manager nor any of the underwriters participating in
pricing activities are audit clients or affiliates of audit clients of
PricewaterhouseCoopers network of firms. Some other syndicate members of the
underwriters may be clients or affiliates of audit clients of the
PricewaterhouseCoopers network of firms.

                                       159
Morgan Stanley DW Inc., an affiliate of Morgan Stanley & Co. Incorporated,
through Morgan Stanley Online, its online service, may be a member of the
syndicate and engage in electronic offers, sales and distributions of the shares
being offered.

PRICING OF THIS OFFERING

     Prior to this offering, there has been no public market for our Class A
common shares. The initial public offering price will be determined by
negotiations among the selling shareholders, the representative and us. Among
the factors to be considered in determining the initial public offering price
will be our future prospects and our industry in general, sales, earnings and
other financial and operating information of our company in recent periods, and
the price-earnings ratios, price-sales ratios, market prices of securities and
other financial and operating information of companies engaged in activities
similar to ours. The estimated initial public offering price range set forth on
the cover page of this preliminary prospectus is subject to change as a result
of market conditions and other factors.

                                 LEGAL MATTERS

     The validity of the issuance of our Class A common shares offered by this
prospectus will be passed upon for us by Conyers Dill & Pearman, Hamilton,
Bermuda. Certain legal matters of United States and New York law will be passed
upon for us by Cravath, Swaine & Moore, New York, New York, as to United States
and New York law. Appleby Spurling & Kempe, Hamilton, Bermuda, will pass upon
the validity of the issuance of our Class A common shares offered by this
prospectus for the underwriters. Certain legal matters will be passed upon for
the underwriters by Hughes Hubbard & Reed LLP, New York, New York, as to United
States and New York law. Hughes Hubbard & Reed LLP has provided, and will
continue to provide, legal services to firms in the PricewaterhouseCoopers
network of firms and their affiliates from time to time for which they have
received, and will receive, customary fees and reimbursement of expenses.

                                    EXPERTS

     Our combined financial statements as of June 30, 2000 and 2001, and for
each of the three years in the period ended June 30, 2001, included in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing in this prospectus, and have been included in
reliance upon the reports of Deloitte & Touche LLP given upon their authority as
experts in accounting and auditing.

                                       160
WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933, as amended, with respect to our Class A common shares
offered hereby. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits to the registration
statement, to which reference is hereby made. Some items are omitted in
accordance with the rules and regulations of the SEC. With respect to each
contract, agreement or other document filed as an exhibit to the registration
statement, reference is made to such exhibit for a more complete description of
the matter involved and statements contained in this prospectus that are not
necessarily complete are qualified in all respects by such reference. The
registration statement and the exhibits to the registration statement filed by
us with the SEC may be inspected at the public reference facilities of the SEC
listed below.

     As a result of this offering, we will be subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith will file reports, proxy statements and other information
with the SEC. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the SEC at
its principal offices at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Copies of such information may be
obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a
World Wide Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC.

     We intend to furnish holders of our Class A common shares with annual
reports containing combined financial statements audited by independent
accountants, beginning with the fiscal year ending June 30, 2002. We also intend
to furnish other reports as we may determine or as required by law. We also
maintain an Internet site at http://www.pwcconsulting.com. Our website and the
information it contains or that is connected to it shall not be deemed to be
incorporated into this prospectus or the registration statement of which the
prospectus forms a part.

                                       161
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                     INDEX TO COMBINED FINANCIAL STATEMENTS
PAGE
INTERIM FINANCIAL REPORTING                                   ----
Combined Balance Sheets at June 30, 2001 and (unaudited)
  December 31, 2001.........................................  F-2
Combined Income Statements Before Partner Distributions and
  Benefits (unaudited) for the six months ended December 31,
  2000 and 2001.............................................  F-3
Combined Statements of Cash Flows (unaudited) for the six
  months ended December 31, 2000 and 2001...................  F-4
Notes to the Combined Financial Statements (unaudited)......  F-5

ANNUAL FINANCIAL STATEMENTS
Independent Auditors' Report................................  F-10
Combined Balance Sheets at June 30, 2000 and 2001...........  F-11
Combined Income Statements Before Partner Distributions and
  Benefits for the years ended June 30, 1999, 2000 and
  2001......................................................  F-12
Combined Statements of Cash Flows for the years ended June
  30, 1999, 2000 and 2001...................................  F-13
Combined Statements of Changes in the PwC Network Investment
  and Comprehensive Income for the years ended June 30,
  1999, 2000 and 2001.......................................  F-14
Notes to the Combined Financial Statements..................  F-15
F-1
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                            COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)
JUNE 30,     DECEMBER 31,
                                                                 2001           2001
                                                              ----------    ------------
                                                                            (UNAUDITED)
ASSETS
Current assets
  Cash and cash equivalents.................................  $  110,204     $  144,552
  Short-term investments....................................       3,151         13,119
  Accounts receivable (net of allowances of $84,262 and
     $85,654 at June 30, 2001 and December 31, 2001,
     respectively)..........................................   1,264,946      1,079,584
  Unbilled receivables......................................     154,001        127,060
  Amounts due from the PwC Network..........................      12,446         15,579
  Prepaid and other current assets..........................      90,225        121,671
                                                              ----------     ----------
     Total current assets...................................   1,634,973      1,501,565
Investments.................................................       9,360          5,178
Property and equipment, net.................................     137,619        147,431
Goodwill, net...............................................     151,063        131,600
Other non-current assets....................................      55,484         40,118
                                                              ----------     ----------
     Total non-current assets...............................     353,526        324,327
                                                              ----------     ----------
     Total assets...........................................  $1,988,499     $1,825,892
                                                              ==========     ==========
LIABILITIES AND PWC NETWORK INVESTMENT
Current liabilities
  Accounts payable and accrued liabilities..................  $  161,611     $  140,200
  Accrued payroll and related benefits......................     103,365        109,060
  Short-term bank borrowings................................      29,223         32,576
  Current portion of long-term debt.........................       6,506          5,794
  Amounts due to the PwC Network............................   1,019,051      1,013,410
                                                              ----------     ----------
     Total current liabilities..............................   1,319,756      1,301,040
                                                              ----------     ----------
Long-term liabilities
  Long-term debt............................................      49,888         41,789
  Other long-term liabilities...............................     115,821         88,181
                                                              ----------     ----------
     Total long-term liabilities............................     165,709        129,970
Commitments and contingencies

PwC Network investment......................................     503,034        394,882
                                                              ----------     ----------
     Total liabilities and the PwC Network investment.......  $1,988,499     $1,825,892
                                                              ==========     ==========
The accompanying notes are an integral part of these financial statements.
                                       F-2
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                           COMBINED INCOME STATEMENTS
                   BEFORE PARTNER DISTRIBUTIONS AND BENEFITS
                                 (IN THOUSANDS)
SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
                                                                    (UNAUDITED)
Revenues....................................................  $3,674,597    $3,420,333
Cost of services*...........................................   1,927,120     1,749,786
Reimbursables and subcontractor costs.......................     742,901       745,307
                                                              ----------    ----------
     Total cost of services*................................   2,670,021     2,495,093
Selling, general and administrative expenses*...............     797,910       669,213
Goodwill amortization.......................................      28,355        28,678
                                                              ----------    ----------
Operating income*...........................................     178,311       227,349
Interest income.............................................       1,277         1,277
Interest expense............................................     (31,277)      (19,629)
Other income (expense)......................................       1,438           (29)
                                                              ----------    ----------
Income before partner distributions and benefits*...........  $  149,749    $  208,968
                                                              ==========    ==========
------------
* Excludes payments for partner distributions and benefits

The accompanying notes are an integral part of these financial statements.
                                       F-3
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                       COMBINED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
SIX MONTHS ENDED
                                                                   DECEMBER 31,
                                                              ----------------------
                                                                2000         2001
                                                              ---------    ---------
                                                                   (UNAUDITED)
Cash flows from operating activities:
  Income before partner distributions and benefits..........  $ 149,749    $ 208,968
  Adjustments to reconcile to net cash provided by operating
     activities:
     Depreciation and amortization..........................     70,017       55,069
     Net realized (gain)/loss on disposal of investments....     (1,436)          29
     (Gain)/loss on disposal of property and equipment......        (68)          36
     Allowance for bad debts................................     47,379       21,097
     Noncash revenue........................................        (58)          --
  Changes in assets and liabilities:
     Accounts receivable....................................   (145,281)     164,265
     Unbilled receivables...................................     23,292       26,941
     Amounts due from the PwC Network.......................      2,177       (3,133)
     Prepaid and other current assets.......................    (30,070)     (31,476)
     Other assets...........................................     17,557       15,366
     Accounts payable and accrued liabilities...............     84,748      (21,411)
     Accrued payroll and related benefits...................      1,702        5,695
     Amounts due to the PwC Network.........................    156,737       (3,685)
                                                              ---------    ---------
       Net cash provided by operating activities............    376,445      437,761
                                                              ---------    ---------
Cash flows from investing activities:
  Purchase of property and equipment........................    (83,609)     (36,196)
  Proceeds from sale of property and equipment..............        444           47
  Purchases of investments..................................     (3,593)         (21)
  Proceeds from sale of investments.........................      3,203          174
  Purchase of available for sale securities.................     (2,336)          --
  Proceeds from sale of available for sale securities.......      6,218           --
                                                              ---------    ---------
     Net cash used in investing activities..................    (79,673)     (35,996)
                                                              ---------    ---------
Cash flows from financing activities:
  Amounts due to the PwC Network............................    295,947      (11,170)
  Proceeds from line of credit and issuance of short-term
     bank borrowings........................................      8,351       17,699
  Payments on line of credit and short-term bank
     borrowings.............................................    (57,027)     (15,046)
  Other long-term liabilities...............................    (54,258)     (27,640)
  Proceeds from issuance of long-term debt..................      6,743        6,398
  Payments on long-term debt................................     (5,410)     (14,509)
  Activity in PwC Network investment, net...................   (447,726)    (322,348)
                                                              ---------    ---------
     Net cash used in financing activities..................   (253,380)    (366,616)
                                                              ---------    ---------
Effect of foreign exchange rate changes on cash and cash
  equivalents...............................................        349         (801)
                                                              ---------    ---------
Net increase in cash and cash equivalents...................     43,741       34,348
Cash and cash equivalents, beginning of period..............     74,352      110,204
                                                              ---------    ---------
Cash and cash equivalents, end of period....................  $ 118,093    $ 144,552
                                                              =========    =========
The accompanying notes are an integral part of these financial statements.
                                       F-4
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                   NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

1.  BASIS OF PRESENTATION

     The accompanying unaudited interim combined financial statements of PwC
Consulting are prepared pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") and accounting principles generally accepted in
the United States of America ("U.S. GAAP") regarding interim reporting. As such,
these unaudited interim combined financial statements do not include all the
information and disclosures required by U.S. GAAP for annual financial
statements and should be read in conjunction with the annual combined financial
statements and notes thereto included within this prospectus. These unaudited
interim combined financial statements do reflect all adjustments (consisting
solely of normal, recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of results for these periods.

     These combined financial statements include the financial position, results
of operations and cash flows of all firms that comprise the
PricewaterhouseCoopers network of firms around the world (the "PwC Network")
which have management consulting and technology services that are under common
management oversight. PwC Consulting's management consulting and technology
services include strategic change, customer relationship management, financial
management, human capital, supply chain and operations, information technology
and application management and business process management services. All
material inter-firm balances and transactions have been eliminated. These
combined financial statements have been derived from the overall books and
records of the PwC Network. Accordingly, assumptions and allocations have been
made which are estimates, as further described in Note 4 of PwC Consulting's
annual combined financial statements included within this prospectus and Note 4
within these unaudited interim combined financial statements. As a result, the
combined financial statements presented do not reflect the assets and
liabilities or income before partner distributions and benefits had PwC
Consulting operated as a separate corporate entity. The results of operations
for the six months ended December 31, 2001, are not necessarily indicative of
the results that may be expected for the fiscal year ending June 30, 2002.

2.  COMPREHENSIVE INCOME

     The components of comprehensive income for the six month periods ended
December 31, 2000 and 2001, respectively, are as follows:
2000        2001
                                                              --------    --------
Income before partner distributions and benefits............  $149,749    $208,968
Foreign currency translation adjustments....................       349        (801)
Unrealized losses on available for sale securities..........   (12,030)      5,968
                                                              --------    --------
Total comprehensive income..................................  $138,068    $214,135
                                                              ========    ========
3.  SEGMENT REPORTING

     Operating segments are defined as components of an enterprise for which
separate financial information is regularly available and evaluated by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. PwC Consulting's chief operating
decision making group is the PwC Consulting Global Executive Committee, which is
chaired by the PwC Consulting Chief Executive Officer.

     PwC Consulting's reportable operating segments are the following four
geographic units: the Americas, comprised of the United States, Canada and
Mexico; EMEA, comprised of Europe, the Middle East and Africa; Asia Pacific,
principally comprised of Japan, Australia and East Asia; and SOACAT, principally

                                       F-5
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

comprised of Brazil, Argentina, Chile and Columbia. These geographical units are
managed separately and represent countries or regions in which PwC Consulting
serves clients in that part of the world.

     PwC Consulting evaluates performance of its operating segments based on
"contribution to profit," a measure that excludes certain global and other costs
from operating income. In general, the accounting policies for the operating
segments are the same as those described in the summary of significant
accounting policies as disclosed in PwC Consulting's annual combined financial
statements and notes included within this prospectus, except for those noted and
shown in the reconciliations below. Expenses are allocated to PwC Consulting by
the PwC Network pursuant to the policies in Note 4 of PwC Consulting's annual
combined financial statements included within this prospectus. There are no
material inter-segment revenues.

NET REVENUES*
SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
Americas....................................................  $1,560,317    $1,311,593
EMEA........................................................   1,001,138     1,032,032
Asia Pacific................................................     253,951       246,297
SOACAT......................................................      53,984        46,588
                                                              ----------    ----------
                                                              $2,869,390    $2,636,510
                                                              ==========    ==========
------------

* Net of reimbursable expenses and subcontractor costs.

CONTRIBUTION TO PROFIT
SIX MONTHS ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                                2000        2001
                                                              --------    --------
Americas....................................................  $183,907    $242,920
EMEA........................................................   192,588     170,330
Asia Pacific................................................    27,387      18,975
SOACAT......................................................       503       3,420
                                                              --------    --------
                                                              $404,385    $435,645
                                                              ========    ========
DEPRECIATION & AMORTIZATION
SIX MONTHS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       2001
                                                              -------    -------
Americas....................................................  $13,834    $12,320
EMEA........................................................   31,173     17,215
Asia Pacific................................................    4,328      3,821
SOACAT......................................................      407        396
                                                              -------    -------
                                                              $49,742    $33,752
                                                              =======    =======
F-6
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

INTEREST EXPENSE
SIX MONTHS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2000       2001
                                                              -------    -------
Americas....................................................  $20,621    $14,315
EMEA........................................................   20,198     17,606
Asia Pacific................................................    3,570      3,082
SOACAT......................................................    1,090      1,911
                                                              -------    -------
                                                              $45,479    $36,914
                                                              =======    =======
SIX MONTHS ENDED
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
Segment net revenues........................................  $2,869,390    $2,636,510
Global adjustments..........................................      14,927        17,419
Reclassification of the allowance for bad debts.............      47,379        21,097
Reimbursables and subcontractor costs.......................     742,901       745,307
                                                              ----------    ----------
Combined revenues...........................................  $3,674,597    $3,420,333
                                                              ==========    ==========

Segment contribution to profit..............................  $  404,385    $  435,645
Global costs................................................    (178,643)     (132,247)
Global PwC Network allocations..............................     (81,500)      (85,886)
Other adjustments...........................................      34,069         9,837
                                                              ----------    ----------
Combined operating income...................................  $  178,311    $  227,349
                                                              ==========    ==========
Global adjustments represent internal reconciling items related to revenues
between the PwC Network and PwC Consulting which have not been allocated to the
operating segments. For internal reporting purposes, the allowance for bad debts
is included in revenues. This differs from combined revenues as the allowance
for bad debts is included in selling, general and administrative expenses.

     Global costs represent global PwC Consulting costs that have not been
allocated to the operating segments. These include global training, service and
support staff, and business development activities. Global PwC Network
allocations represent allocations which are not included in the calculation of
contribution profit reviewed by the chief operating decision making group. These
allocations include global financial management costs and global marketing
costs. Other adjustments primarily represent adjustments to conform the internal
measure of contribution to profit to U.S. GAAP.

     With respect to depreciation and amortization, the difference between the
segment totals and the combined totals relates to the amortization of goodwill
that has not been allocated to the operating segments. Goodwill allocated to the
operating segments consists of acquisitions initiated by the operating segments.
Goodwill not allocated to the operating segments consists primarily of the
goodwill associated with the merger of firms in the Coopers & Lybrand and Price
Waterhouse networks as discussed in Note 3 of PwC Consulting's annual combined
financial statements included within this prospectus.

     With respect to segment interest expense, the amount allocated to the
operating segments is an imputed amount. It is used to measure the operating
segment's ability to manage accounts receivable, based primarily on accounts
receivable outstanding for the operating segment. This differs from the combined
interest expense

                                       F-7
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

which represents the interest expense allocated to PwC Consulting by the PwC
Network based on short-term and long-term debt as discussed in Note 4 of PwC
Consulting's annual combined financial statements included within this
prospectus.

4.  TRANSACTIONS WITH THE PwC NETWORK

     For the six months ended December 31, 2000 and 2001, revenues included
approximately $154,249 and $83,847, respectively, related to professional
services provided to other PwC Network business units. Additionally, included in
cost of services is approximately $63,249 and $18,847, respectively, related to
professional services received from other PwC Network business units.

     The PwC Network provides various services and infrastructure to member
firms in a country or a region and on a global basis to PwC Consulting including
occupancy, technology services, finance and planning, human resources, marketing
and business development, risk management and practice protection, firm-wide
management and new product development. Historically, the methods of allocating
these centralized costs to PwC Consulting include relative revenues, headcount,
square footage or other bases. Total allocated costs for these services
approximate $432,000 for the six months ended December 31, 2000.

     Effective July 1, 2001, on a country-by-country or regional basis, the PwC
network agreed to certain arrangements relating to the provision of these
various services to PwC Consulting by the PwC Network which were historically
performed on a centralized basis for the benefit of all PwC Network business
units and allocated to PwC Consulting. In addition, certain marketing and
business development, risk management and other management activities previously
provided centrally by the PwC Network and allocated to PwC Consulting became the
direct responsibility of PwC Consulting as a result of the transfer of the
related personnel and cost management responsibilities.

     These services agreements include the following functions: occupancy,
technology services, finance and planning, human resources, training and risk
management and practice protection. Under the services agreements, the PwC
Network allocates such costs to PwC Consulting on the basis of actual usage
(specific identification), when available, or a reasonable substitute such as
relative revenues, headcount, square footage or other bases. The allocation of
costs to PwC Consulting for such services is based on the actual costs incurred
by the PwC Network.

     In addition, the costs of certain other services and activities provided by
the PwC Network, including firmwide management, the PwC Network brand management
and marketing, and other services related to running a multidisciplinary
professional services partnership, are allocated to PwC Consulting. The
allocation of these costs to PwC Consulting was mutually agreed upon by the PwC
Network and PwC Consulting and is based on the relative benefit received from
the related activities. The methods of allocating these costs include net
revenues, headcount or other bases which management considers to be reasonable.
The allocation of costs to PwC Consulting for such services is based on the
actual costs incurred by the PwC Network.

     All of the services and infrastructure provided by the PwC Network to PwC
Consulting are paid or settled by the PwC Network using cash provided by the
operations of PwC Consulting. Accordingly, these costs are credited directly to
the "PwC Network investment" account, on the basis that cash generated by PwC
Consulting is distributed to the PwC Network for the settlement of commonly
incurred liabilities, acquisitions of common assets, and distributions to the
PwC Network partners. The amounts charged by the PwC Network to PwC Consulting
for the provision of services under the service agreements described above
approximate $235,000 for the six months ended December 31, 2001. The amounts
allocated by the PwC Network to PwC Consulting for certain other services and
activities described above approximate $110,000. The implementation of the new
arrangements of allocating costs for services provided by the PwC Network to PwC

                                       F-8
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

            NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
                                 (IN THOUSANDS)
                                  (UNAUDITED)

Consulting increased income before partner distributions and benefits by $27,000
for the six month period ended December 31, 2001.

     Under the prior method of allocating costs for services provided by the PwC
Network to PwC Consulting, the total allocation to PwC Consulting would
approximate $372,000.

5.  EMPLOYEE BENEFIT PLANS

  DEFINED BENEFIT RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

     The cost allocated to PwC Consulting for defined benefit plans included
within cost of services is approximately $19,000 and $17,000 for the six months
ended December 31, 2000 and 2001, respectively.

     For the six months ended December 31, 2000 and 2001, PwC Consulting
recognized approximately $5,000 and $7,000, respectively, of expense related to
postretirement benefits.

  DEFINED CONTRIBUTION PLANS

     The costs allocated to PwC Consulting for defined contribution plans
included in compensation are approximately $20,800 and $21,800 for the six
months ended December 31, 2000 and 2001, respectively.

                                       F-9
INDEPENDENT AUDITORS' REPORT

To PwCC Limited, its Board of
Directors and the Partners of
PricewaterhouseCoopers International Limited
and its member firms
c/o PricewaterhouseCoopers LLP
New York, NY

     We have audited the accompanying combined balance sheets of PwC Consulting,
the management consulting and technology services businesses of the firms that
comprise the PricewaterhouseCoopers network of firms around the world (the "PwC
Network") that are under common management, as of June 30, 2000 and 2001, and
the related combined income statements before partner distributions and
benefits, cash flows and changes in the PwC Network investment and comprehensive
income for the three years in the period ended June 30, 2001. These financial
statements are the responsibility of PwC Consulting's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such combined financial statements present fairly, in all
material respects, the combined financial position of PwC Consulting as of June
30, 2000 and 2001, and the combined results of its operations before partner
distributions and benefits and its combined cash flows for the three years in
the period ended June 30, 2001 in conformity with accounting principles
generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
May 1, 2002

                                       F-10
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                            COMBINED BALANCE SHEETS
                                 (IN THOUSANDS)
JUNE 30,
                                                              --------------------------
                                                                 2000            2001
                                                              ----------      ----------
ASSETS
Current assets
  Cash and cash equivalents.................................  $   74,352      $  110,204
  Short-term investments....................................      44,174           3,151
  Accounts receivable (net of allowances of $44,781 and
     $84,262 at June 30, 2000 and 2001, respectively).......   1,337,636       1,264,946
  Unbilled receivables......................................     252,068         154,001
  Amounts due from the PwC Network..........................      25,286          12,446
  Prepaid and other current assets..........................      97,460          90,225
                                                              ----------      ----------
     Total current assets...................................   1,830,976       1,634,973
                                                              ----------      ----------
Investments.................................................      10,809           9,360
Property and equipment, net.................................      99,097         137,619
Goodwill, net...............................................     214,584         151,063
Other non-current assets....................................      43,558          55,484
                                                              ----------      ----------
     Total non-current assets...............................     368,048         353,526
                                                              ----------      ----------
     Total assets...........................................  $2,199,024      $1,988,499
                                                              ==========      ==========
                 LIABILITIES AND PWC NETWORK INVESTMENT
Current liabilities
  Accounts payable and accrued liabilities..................  $  153,166      $  161,611
  Accrued payroll and related benefits......................      87,207         103,365
  Short-term bank borrowings................................      74,819          29,223
  Current portion of long-term debt.........................      11,814           6,506
  Amounts due to the PwC Network............................   1,085,443       1,019,051
                                                              ----------      ----------
     Total current liabilities..............................   1,412,449       1,319,756
                                                              ----------      ----------
Long-term liabilities
  Long-term debt............................................      41,088          49,888
  Other long-term liabilities...............................     178,269         115,821
                                                              ----------      ----------
     Total long-term liabilities............................     219,357         165,709
Commitments and contingencies
PwC Network investment......................................     567,218         503,034
                                                              ----------      ----------
     Total liabilities and the PwC Network investment.......  $2,199,024      $1,988,499
                                                              ==========      ==========
The accompanying notes are an integral part of these financial statements.
                                       F-11
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                           COMBINED INCOME STATEMENTS
                   BEFORE PARTNER DISTRIBUTIONS AND BENEFITS
                                 (IN THOUSANDS)
YEAR ENDED JUNE 30,
                                                         --------------------------------------
                                                            1999          2000          2001
                                                         ----------    ----------    ----------
Revenues...............................................  $6,230,609    $7,130,959    $7,481,003
Cost of services*......................................   2,964,870     3,501,153     3,825,639
Reimbursables and subcontractor costs..................   1,212,798     1,341,290     1,516,429
                                                         ----------    ----------    ----------
     Total cost of services*...........................   4,177,668     4,842,443     5,342,068
Selling, general and administrative expenses*..........   1,408,261     1,595,085     1,586,126
Goodwill amortization..................................      46,946        54,911        57,007
                                                         ----------    ----------    ----------
Operating income*......................................     597,734       638,520       495,802
Interest income........................................       2,816         1,918         2,553
Interest expense.......................................     (34,816)      (47,918)      (58,553)
Other income (expense).................................          --        11,619       (15,618)
                                                         ----------    ----------    ----------
Income before partner distributions and benefits*......  $  565,734    $  604,139    $  424,184
                                                         ==========    ==========    ==========
------------
* Excludes payments for partner distributions and benefits.

The accompanying notes are an integral part of these financial statements.
                                       F-12
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                       COMBINED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
YEAR ENDED JUNE 30,
                                                              ---------------------------------
                                                                1999        2000        2001
                                                              ---------   ---------   ---------
Cash flows from operating activities:
  Income before partner distributions and benefits..........  $ 565,734   $ 604,139   $ 424,184
  Adjustments to reconcile to net cash provided by operating
    activities:
    Depreciation and amortization...........................     87,384      96,421     121,652
    Net realized (gain)/loss on disposal of investments.....         --     (11,619)     15,618
    Loss on disposal of property and equipment..............     24,879       7,337       8,908
    Allowance for bad debts.................................     56,803      25,216      94,419
    Noncash revenues........................................       (282)     (6,486)       (250)
  Changes in assets and liabilities:
    Accounts receivable.....................................   (257,246)   (255,706)    (46,235)
    Unbilled receivables....................................   (178,472)     78,273     101,662
    Amounts due from the PwC Network........................    (11,211)     11,775      12,223
    Prepaid and other current assets........................     (7,017)    (53,323)      7,231
    Other assets............................................       (577)     (7,651)    (11,734)
    Accounts payable and accrued liabilities................     62,078      23,931       8,541
    Accrued payroll and related benefits....................     20,600      19,707      16,158
    Amounts due to the PwC Network..........................      3,320      50,795      28,176
                                                              ---------   ---------   ---------
      Net cash provided by operating activities.............    365,993     582,809     780,553
                                                              ---------   ---------   ---------
Cash flows from investing activities:
  Purchase of business, net of cash acquired................    (45,372)    (23,530)     (2,800)
  Purchase of property and equipment........................    (51,002)    (77,227)   (116,584)
  Proceeds from sale of property and equipment..............         59      15,336         879
  Purchases of investments..................................         --      (4,042)     (5,395)
  Proceeds from sale of investments.........................         --          --       3,863
  Purchase of available for sale securities.................         --     (12,960)     (5,155)
  Proceeds from sale of available for sale securities.......         --          --      23,724
                                                              ---------   ---------   ---------
      Net cash used in investing activities.................    (96,315)   (102,423)   (101,468)
                                                              ---------   ---------   ---------
Cash flows from financing activities:
  Amounts due to the PwC Network............................     90,150     141,549     (92,871)
  Proceeds from line of credit and issuance of short-term
    bank borrowings.........................................     21,377      44,707      56,181
  Payments on line of credit and short-term bank
    borrowings..............................................     (5,498)    (12,109)   (101,077)
  Other long-term liabilities...............................    114,160       2,474     (62,448)
  Proceeds from issuance of long-term debt..................      5,365      49,502      10,967
  Payments on long-term debt................................     (1,095)     (2,854)     (8,175)
  Activity in PwC Network investment, net...................   (485,670)   (669,444)   (451,844)
                                                              ---------   ---------   ---------
      Net cash used in financing activities.................   (261,211)   (446,175)   (649,267)
                                                              ---------   ---------   ---------
Effect of foreign exchange rate changes on cash and cash
  equivalents...............................................       (988)        805       6,034
                                                              ---------   ---------   ---------
Net increase in cash and cash equivalents...................      7,479      35,016      35,852
Cash and cash equivalents, beginning of period..............     31,857      39,336      74,352
                                                              ---------   ---------   ---------
Cash and cash equivalents, end of period....................     39,336      74,352     110,204
                                                              =========   =========   =========
Supplementary cash flow information:
  Interest paid on PwC Consulting specific debt.............  $   2,235   $   4,434   $  14,285
                                                              =========   =========   =========
The accompanying notes are an integral part of these financial statements.
                                       F-13
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

        COMBINED STATEMENTS OF CHANGES IN THE PWC NETWORK INVESTMENT AND
                              COMPREHENSIVE INCOME
                                 (IN THOUSANDS)
ACCUMULATED
                                                   THE            OTHER           TOTAL
                                               PWC NETWORK    COMPREHENSIVE    PWC NETWORK
                                               INVESTMENT     INCOME/(LOSS)    INVESTMENT
                                               -----------    -------------    -----------
Balances as of June 30, 1998.................   $ 490,684       $     --        $ 490,684
Components of comprehensive income:
  Income before partner distributions and
     benefits................................     565,734                         565,734
  Foreign currency translation adjustment....          --           (988)            (988)
                                                                                ---------
     Total comprehensive income..............          --             --          564,746
Activity in the PwC Network investment,
  net........................................    (486,786)            --         (486,786)
                                                ---------       --------        ---------
Balances at June 30, 1999....................     569,632           (988)         568,644
Components of comprehensive income:
  Income before partner distributions and
     benefits................................     604,139             --          604,139
  Foreign currency translation adjustment....          --            805              805
  Unrealized gain on available for sale
     securities..............................          --         10,629           10,629
                                                                                ---------
     Total comprehensive income..............          --             --          615,573
Activity in PwC Network investment, net......    (616,999)            --         (616,999)
                                                ---------       --------        ---------
Balance at June 30, 2000.....................     556,772         10,446          567,218
Components of comprehensive income:
  Income before partner distributions and
     benefits................................     424,184             --          424,184
  Foreign currency translation adjustment....          --          6,034            6,034
  Unrealized loss on available for sale
     securities..............................          --        (10,067)         (10,067)
                                                                                ---------
     Total comprehensive income..............          --             --          420,151
Activity in PwC Network investment, net......    (484,335)            --         (484,335)
                                                ---------       --------        ---------
Balances at June 30, 2001....................   $ 496,621       $  6,413        $ 503,034
                                                =========       ========        =========
The accompanying notes are an integral part of these financial statements.
                                       F-14
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

                   NOTES TO THE COMBINED FINANCIAL STATEMENTS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

1.  NATURE OF OPERATIONS

     PwC Consulting refers to the management consulting and technology services
businesses of the firms that comprise the PricewaterhouseCoopers network of
firms around the world (the "PwC Network") that are under common management.
PwC's Consulting's management consulting and technology services include
strategic change, customer relationship management, financial management, human
capital, supply chain and operations, information technology and application
management and business process management services. PwC Consulting provides
management consulting and technology services, including business process
management services, to businesses, governments and other organizations. The PwC
Consulting business is comprised of the various PwC Consulting businesses of
each of the respective PwC Network firms, as more fully described below. PwC
Consulting has businesses around the world with the most significant operations
in the United States, United Kingdom and Germany.

     As a business unit of the PwC Network, the majority of the individual PwC
Consulting businesses (in terms of revenues, expenses and assets) are conducted
as separate businesses within the respective PwC firms, with such businesses
having no separate legal status. Certain individual PwC Consulting businesses in
various countries operate through separate legal entities. Accordingly, the
assets associated with PwC Consulting that are presented in the accompanying
combined balance sheets are by and large legally subject to all the obligations
of the respective firms in the PwC Network, not solely to the liabilities
appearing in the accompanying combined balance sheets.

2.  BASIS OF PRESENTATION

     The combined financial statements of PwC Consulting are prepared in
accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP"). The combined financial statements include the financial
position, results of operations and cash flows of all firms in the PwC Network
which have management consulting and technology services businesses that are
under common management oversight. All material inter-firm balances and
transactions have been eliminated.

     These combined financial statements have been derived from the books and
records of the PwC Network. Accordingly, assumptions and allocations have been
made which are estimates. See Note 4 for a discussion of allocated costs and the
PwC Network's investment. Management believes that the assumptions and
allocations underlying these financial statements are reasonable. Additionally,
all of the PwC Network firms are either a partnership where earnings are
allocable to its partners and principals or a corporation operated in a manner
similar to that of a partnership. Also, partnership distributions are not
executive compensation in the customary sense of that term because partnership
distributions are comprised of distributions of current earnings. As a result,
it is not practical to differentiate the ownership components of distributions
to partners and shareholders from the compensation components of such
distributions. As a result, the combined financial statements presented do not
reflect the assets and liabilities or income before partner distributions and
benefits had PwC Consulting operated as a separate public company.

     THE MERGER OF COOPERS & LYBRAND AND PRICE WATERHOUSE GLOBAL NETWORKS

     Effective July 1, 1998, substantially all of the various professional
services firms comprising the global networks of Coopers & Lybrand and Price
Waterhouse combined on a country-by-country or regional basis and established a
new global network of combined firms that comprise PwC. The PwC Network adopted
a coordinated strategy, branding and standard of operations on a global basis
under a common global management team.

                                       F-15
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     These combinations of partners' book capital interests have been accounted
for as a combination at predecessor basis as of the date of combination.
Individual firms representing over 80% of PwC Consulting revenues were in the
form of partnerships prior to and following the combinations. In the
combinations of these partnerships neither predecessor partner group received a
partnership interest that represents a fair value residual equity interest in
the combined partnerships. Partners rights are limited to the amount of their
book capital contributed and any allocated but undistributed profits. These
partners continued to maintain their same book capital account in the combined
partnership and agreed to share profits in the combined firm on the same basis
as prior to the combination.

     The remaining firms were primarily in the form of corporations and the
combinations were deemed to be an acquisition of one firm by the other as
purchases under the Accounting Principles Board's (APB) Opinion 16, "Business
Combinations." The determination of the accounting acquirer in each country was
determined based on the number of partners in the respective firms and the
relative sizes of the firms. The purchase price for such transactions was based
on the estimated fair value of the deemed acquired entity based on values
established in comparable transactions. Additionally, in one country, the firms
agreed to join the PwC Network without a legal combination in their respective
country. These firms, while not material, are included at their historical basis
of accounting.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include demand deposits and highly liquid
investments with an original maturity of three months or less including time
deposits of $27,122 and $41,430 at June 30, 2000 and 2001, respectively. The
amounts reflected in these financial statements only reflect cash and cash
equivalents that are in accounts dedicated to PwC Consulting. Cash transactions
within most countries or regions, however, are managed on a centralized basis in
that country or region and settled through "Amounts due to the PwC Network" or
"Amounts due from the PwC Network". Accordingly, these financial statements do
not include cash balances for PwC Consulting in those countries or regions in
which PwC Consulting does not have a separate cash management function.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     With the exception of marketable securities, all financial instruments,
principally accounts receivable, unbilled receivables, accounts payable and
debt, are stated at historical cost, which approximates fair value due generally
to either their short-term nature or the variable-rate interest terms of these
instruments. Marketable securities are recorded at fair value.

     PROPERTY AND EQUIPMENT, NET

     Property and equipment directly utilized by PwC Consulting (other than
facilities costs) are stated at historical cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from three to ten years. Leasehold
improvements are amortized on a straight-line basis over the remaining useful
life of the property or the remaining term of the lease if shorter. The cost and
accumulated depreciation for property and equipment sold, retired, or otherwise
disposed of are relieved from the accounts, and resulting gains or losses are
reflected in income.

     The PwC Network allocates to PwC Consulting its applicable portion of
facilities costs incurred by the PwC Network. See Note 4 for a discussion of
allocated costs.

                                       F-16
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     CAPITALIZED SOFTWARE COSTS

     PwC Consulting capitalizes certain internal use computer software costs,
after technological feasibility has been established, which are amortized using
the straight-line method over the economic useful lives of the related software,
not to exceed 5 years. The combined balance sheets include in property and
equipment, net capitalized computer software costs of $40,239 and $45,768 and
the corresponding accumulated amortization of $8,477 and $18,485, as of June 30,
2000 and 2001, respectively. Amortization expense totals $1,864, $4,925 and
$11,269 for the years ended June 30, 1999, 2000 and 2001, respectively.

    GOODWILL AND IMPAIRMENT OF LONG-LIVED ASSETS

     The cost of acquired companies in excess of the fair value of net assets
acquired at acquisition date is recorded as goodwill and amortized on a straight
line basis over its estimated useful life, ranging from five to ten years. For
the business combinations between C&L and PW firms accounted for as a purchase,
the excess of purchase price over the fair value of the net assets acquired was
approximately $150,000 and was recorded as goodwill at the date of such
transactions. See Note 2 for a discussion of the business combinations between
Coopers & Lybrand and Price Waterhouse networks. The merger in one additional
country was consummated as of January 1, 2000, which resulted in merger-related
goodwill of approximately $52,000. These amounts are being amortized on a
straight-line basis over five years. The pro forma effect on income before
partner distributions and benefits, assuming the combination of all Coopers &
Lybrand and Price Waterhouse firms had occurred as of July 1, 1999 would
increase amortization expense by approximately $10,000 and $5,000 for the years
ended June 30, 1999 and 2000, respectively.

     Management assesses the impairment of goodwill and long-lived assets
whenever events or significant changes in circumstances indicate that the
carrying value may not be recoverable. Factors that management considers
important that would cause an impairment review to be performed include
significant underperformance relative to historical results or to forecasted
operating results and significant negative industry or economic trends. If
management determines that the carrying value of goodwill or long-lived assets
may be potentially impaired based on the existence of one or more of the
previously mentioned factors, the asset is reviewed for recoverability by
comparing the carrying amount of the asset to the estimated undiscounted future
cash flows expected to be generated by the asset. If the undiscounted cash flows
are not sufficient to fully recover the value of the asset, management
recognizes an impairment loss to the extent that the carrying value exceeds the
fair value. Fair value is based on discounted estimated future cash flows.

     INVESTMENTS

     PwC Consulting investments comprise primarily public corporate equity
securities attributable to PwC Consulting operations. At June 30, 2000 and 2001,
all of PwC Consulting's marketable securities are classified as available for
sale and included in short-term investments in the accompanying combined balance
sheets. Declines in fair value of individual securities below their cost that
are other than temporary result in write-downs in the combined income statement
before partner distributions and benefits of the individual securities to their
fair value. Unrealized gains and losses on these investments are included within
other comprehensive income in the accompanying combined statements of changes in
PwC Network investment and comprehensive income. The cost of securities sold is
determined on an average cost basis.

     PwC Consulting also has certain other minority investments in nonpublicly
traded companies. These investments are included in non-current investments in
the accompanying combined balance sheets and are carried at cost as PwC
Consulting does not exercise significant influence over the management of these
companies. PwC Consulting monitors these investments for declines in value and
when those declines are considered to be other than temporary, the carrying
value is reduced through a charge to income. There were
                                       F-17
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

no impairment losses on investments for the years ended June 30, 1999 and 2000.
During the year ended June 30, 2001, $4,403 is recorded as a loss in the
combined income statement before partner distributions and benefits as a result
of impairments to reduce the carrying value of investments to PwC Consulting's
estimate of fair value.

     PROVISION FOR TAXES

     Income tax provisions are generally not required in these financial
statements as the firms in the PwC Consulting Network are primarily in
partnership form and the tax effects accrue directly to its partners. For those
limited firms whose income tax is payable, the expenses associated with those
taxes is reflected in selling, general and administrative costs.

     REVENUE RECOGNITION

     Revenues include all amounts billable to clients. Revenues are principally
recognized as services are provided by partners and employees of PwC Consulting
and subcontractors working under the authority of PwC Consulting. Revenues are
recognized in the period in which services are rendered. Reimbursements,
including those relating to travel and other out-of-pocket expenses, as well as
subcontractor fees and expenses are also included in revenues. The impact of
revisions to engagement revenues recognized to date from changes in expected
revenue is recorded in the period in which these changes become known.

     Losses on contracts are recognized during the period in which the loss
first becomes probable and reasonably estimable. Contract losses are determined
to be the amount by which the estimated service costs of the contract exceed the
estimated total revenues that will be generated by the contract.

     Unbilled receivables represent revenues for services rendered and expenses
incurred that have not yet been billed.

     PwC Consulting also derives revenues from engagements with incentive-based
contracts and other contracts that condition fees on the ability to delivery
certain defined goals. Revenues from such engagements are insignificant and are
not recognized until a defined goal or milestone is met. Revenues from computer
hardware and software resales, software licenses and related maintenance fees
are not significant.

     COST OF SERVICES

     Cost of services includes employee compensation and related benefits for
client service staff, the costs of their recruitment and continuing training,
and an allocation of information technology costs attributable to these staff.

     SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative costs include general and
administrative costs incurred by the PwC Network and allocated to PwC Consulting
and costs incurred directly by the various countries or regions within PwC
Consulting. Selling, general and administrative costs include compensation and
benefits for non-client service and practice support personnel; infrastructure
expenses including: rent, depreciation and amortization; legal and professional
insurance costs; new business development activities; information technology not
attributable to client service staff; marketing, advertising and other firmwide
costs.

                                       F-18
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     ADVERTISING COSTS

     Advertising costs incurred are expensed in the period in which the
advertising takes place. Total advertising expenses are $33,079, $10,585 and
$22,123 for the years ended June 30, 1999, 2000 and 2001, respectively.

     ALLOCATED COSTS AND PARTNER DISTRIBUTIONS

     The PwC Network provides various services and infrastructure to member
firms in a country or region and on a global basis. The costs of these services
are allocated to PwC Consulting on bases PwC Consulting management believes to
be reasonable. See Note 4 for a discussion of allocated costs. Additionally, all
of the PwC firms are either a partnership where earnings are allocable to its
partners and principals or a corporation operated in a manner similar to that of
a partnership. Also, partnership distributions are not executive compensation in
the customary sense of that term because partnership distributions are comprised
of distributions of current earnings. As a result, it is not practical to
differentiate the ownership components of distributions to partners and
shareholders from the compensation components of such distributions.
Accordingly, distributions and benefits for services rendered by partners and
shareholders have not been reflected in the combined income statements before
partner distributions and benefits.

     EARNINGS PER SHARE

     PwC Consulting operates as a series of partnerships and corporations. There
is no single capital structure upon which to calculate earnings per share
information. Accordingly, earnings per share information is not presented.

     FOREIGN CURRENCY TRANSLATION

     Assets and liabilities of operations whose functional currency is other
than the United States dollar are translated at year-end exchange rates.
Revenues and expenses of those operations are translated using average exchange
rates during the period. Foreign currency translation adjustments are
accumulated as a separate component of other comprehensive income.

     CREDIT RISK

     PwC Consulting provides professional services to a diversified client base
throughout the world. PwC Consulting performs ongoing credit evaluations of its
clients and generally does not require collateral. Accounts receivables are
reviewed on a periodic basis and an allowance for bad debts is recorded where
such amounts are determined to be uncollectible. Due to the large number of
client accounts and the diversified client base, across many industries and
countries, management does not believe that a significant concentration of
credit risk loss exists.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities or the disclosure of contingent assets and
liabilities at the date of these combined financial statements and reported
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

                                       F-19
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     ACCOUNTING DEVELOPMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities" and was adopted by PwC Consulting
on July 1, 2000. This statement requires that an entity recognize all
derivatives as either assets or liabilities and measure those instruments at
fair value. The accounting for changes in the fair value of a derivative
instrument depends on its intended use and the resulting designation. The
adoption of this statement did not have a material impact on these combined
financial statements as PwC Consulting does not have any material derivative
instruments.

     In June 2001, the FASB approved Statements of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"), and No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"), which are effective July 1, 2001 and
July 1, 2002, respectively, for PwC Consulting. SFAS 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Under SFAS 142, amortization of goodwill will cease. In
lieu of amortization, PwC Consulting will be required to perform an initial
impairment review of goodwill as of July 1, 2002 and an annual impairment review
thereafter. PwC Consulting is in the process of studying the effects of the
application of SFAS 142 and cannot predict at this time whether or not a
material impairment charge will be recorded. Goodwill amortization was $46,946,
$54,911 and $57,007 for the years ended June 30, 1999, 2000 and 2001,
respectively.

     In August 2001, the FASB issued Statement of Financial Accounting Standard
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations for a Disposal of a Segment of a Business." SFAS 144
is effective for PwC Consulting beginning July 1, 2002. PwC Consulting does not
expect that the adoption will have a significant impact on its combined
financial position and results of operations.

4.  TRANSACTIONS WITH THE PWC NETWORK

     In the normal course of business, PwC Consulting enters into engagements
with other PwC Network business units. Related party revenues include the
billing for professional services provided by PwC Consulting to other PwC
Network business units. The cost of the PwC Consulting services may ultimately
be charged to a third party client or may be to support an internal
infrastructure project. In addition, PwC Consulting may use the professional
services of other PwC Network business units.

     For the years ended June 30, 1999, 2000 and 2001, revenues includes
approximately $160,100, $328,600 and $240,500, respectively, related to
professional services provided to other PwC Network business units.
Additionally, cost of services includes $177,800, $173,100 and $177,500,
respectively, related to professional services received from other PwC Network
business units. These related party transactions are settled within the "PwC
Network investment."

     SETTLEMENT OF INTERNAL COSTS AND EXPENSES WITHIN THE PWC NETWORK

     The PwC Network provides various services and infrastructure to member
firms in a country or region and on a global basis to PwC Consulting including
occupancy, technology services, finance and planning, human resources, marketing
and business development, risk management and practice protection, firm-wide
management, and new product development. These service and infrastructure costs
are paid or settled within the PwC Network using cash provided by the operations
of PwC Consulting. Accordingly, these costs are

                                       F-20
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

credited directly to the "PwC Network investment" account, on the basis that
cash generated by PwC Consulting is available to the PwC Network for the
settlement of commonly incurred liabilities, acquisitions of common assets and
distributions to PwC Network partners. The methods of allocating these
centralized costs to PwC Consulting include relative revenues, headcount, square
footage or other bases. Total allocated costs approximate $815,000, $1,044,000
and $876,000 for the years ended June 30, 1999, 2000 and 2001, respectively, and
are included in the accompanying combined income statements before partner
distributions and benefits as follows: cost of services $131,000, $163,000 and
$138,000, selling, general and administrative expenses of $652,000, $835,000 and
$682,000 and net interest expense of $32,000, $46,000 and $56,000, respectively,
for the years ended June 30, 1999, 2000 and 2001.

     Cash receipts which PwC Consulting generates are collected by the PwC
Network in the majority of countries or regions. Such cash is generally managed
via common cash pools in each country or region for all lines of service within
the PwC Network. Cash generated by PwC Consulting that is managed by the PwC
Network has not been reflected in these combined financial statements.

     SETTLEMENT OF COSTS AND EXPENSES WITH EMPLOYEES AND ALLOCATED DEBT

     PwC Consulting funds its operations from internally generated cash flows,
funds provided by other businesses of the firms in the PwC Network and bank
borrowings, loans, or other debt, including bank borrowings, loans, or other
debt of the PwC Network. In most countries or regions, a firm in the PwC Network
incurs and settles accounts payable on a centralized basis and allocates a
portion of its short-term and long-term funding to support the operations of PwC
Consulting. As a result, certain accounts payable and accrued liabilities are
allocated based on the ratio of PwC Consulting non-employee expenses to total
non-employee expenses for these PwC Network firms. Short-term and long-term debt
are allocated to PwC Consulting based on the ratio of PwC Consulting accounts
receivable and unbilled receivables relative to total accounts receivable and
unbilled receivables for these PwC Network firms. Balances are assessed or
credited interest on a monthly basis rate, depending on their position. These
allocated amounts and their corresponding interest have been included in
"Amounts due to the PwC Network" in the accompanying combined balance sheets and
are comprised of:
JUNE 30,
                                                              ------------------------
                                                                 2000          2001
                                                              ----------    ----------
Accounts payable and accrued liabilities....................  $  321,441    $  290,503
Accrued payroll and related benefits........................     250,544       307,961
Debt........................................................     513,458       420,587
                                                              ----------    ----------
     Amounts due to the PwC Network.........................  $1,085,443    $1,019,051
                                                              ==========    ==========
5.  INVESTMENTS

     The following is a summary of securities available for sale:
UNREALIZED    UNREALIZED     FAIR
                                         COST        GAINS         LOSSES       VALUE
                                        -------    ----------    ----------    -------
June 30, 2000.........................  $33,545     $11,260        $(631)      $44,174
June 30, 2001.........................  $ 2,589     $   705        $(143)      $ 3,151
Investments held as available for sale are recorded within short-term
investments. There were no realized gains or losses in fiscal 1999. In fiscal
year 2000, PwC Consulting recorded gross realized gains of $11,619 and

                                       F-21
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

no losses. For the year ended June 30, 2001, gross realized gains of $10,629 and
gross realized losses of $23,016 on the disposal of investments are recorded in
the income statement before partner distributions and benefits as other expense.

     PwC Consulting also has certain other minority investments in non-publicly
traded companies. These non-marketable securities are carried at cost and
recorded as non-current investments in the combined balance sheets. For the year
ended June 30, 2001, gross realized gains of $1,359 and gross realized losses of
$4,591 on disposal and impairment of investments are recorded in the combined
income statement before partner distributions and benefits as other expense.

6.  PROPERTY AND EQUIPMENT, NET

     Property and equipment, net of accumulated depreciation, consists of the
following:
JUNE 30,
                                                              ---------------------
                                                                2000        2001
                                                              --------    ---------
Equipment...................................................  $156,648    $ 189,287
Furniture...................................................    21,613       36,095
Property and leasehold improvements.........................    22,161       45,568
Less accumulated depreciation...............................  (101,325)    (133,331)
                                                              --------    ---------
     Property and equipment, net............................  $ 99,097    $ 137,619
                                                              ========    =========
Depreciation expense was $40,438, $41,510 and $64,645 for the years ended
June 30, 1999, 2000 and 2001, respectively.

7.  GOODWILL, NET

     Goodwill, net of accumulated amortization, consists of the following:
JUNE 30,
                                                              ----------------------
                                                                2000         2001
                                                              ---------    ---------
Goodwill....................................................  $ 333,695    $ 328,487
Less accumulated amortization...............................   (119,111)    (177,424)
                                                              ---------    ---------
     Goodwill, net..........................................  $ 214,584    $ 151,063
                                                              =========    =========
8.  ACCRUED PAYROLL AND RELATED BENEFITS

     Accrued payroll and related benefits consists of the following:
JUNE 30,
                                                              -------------------
                                                               2000        2001
                                                              -------    --------
Accrued payroll and other employee benefits.................  $18,318    $ 19,612
Accrued bonuses.............................................   48,835      59,809
Accrued vacation............................................   20,054      23,944
                                                              -------    --------
     Total accrued payroll and related benefits.............  $87,207    $103,365
                                                              =======    ========
F-22
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     PwC Consulting has various performance driven bonus plans whereby employees
are awarded cash bonuses based, generally, upon the performance of their country
or region as well as their own individual performance against predefined goals.
Bonuses are generally earned and recognized within a given fiscal year and paid
in the following fiscal year. Payroll and related benefits for partners and
shareholders have not been reflected in the combined income statements before
partner distributions and benefits.

9.  SHORT-TERM BANK BORROWINGS AND LONG-TERM DEBT

     Short-term bank borrowings and long-term debt relate to those countries in
which PwC Consulting operates in a separate legal form within the applicable
country or region, and consist of the following:
JUNE 30,
                                                              -------------------
                                                                2000       2001
                                                              --------    -------
Short-term bank borrowings
  Credit line...............................................  $ 44,340    $    --
  Bank borrowings...........................................    30,026     29,223
  Other.....................................................       453         --
                                                              --------    -------
     Total short-term bank borrowings.......................  $ 74,819    $29,223
                                                              ========    =======
Long-term debt
  Bank loans................................................  $ 51,242    $53,219
  Other.....................................................     1,660      3,175
  Less current portion......................................   (11,814)    (6,506)
                                                              --------    -------
     Total long-term debt...................................  $ 41,088    $49,888
                                                              ========    =======
Annual maturities of long-term debt of PwC Consulting for the next five
years ending June 30 are as follows:
2002........................................................  $ 6,506
2003........................................................   11,493
2004........................................................   10,755
2005........................................................   15,402
2006........................................................   10,533
Thereafter..................................................    1,705
                                                              -------
     Total..................................................  $56,394
                                                              =======
At June 30, 2000, PwC Consulting had an outstanding revolving credit
agreement in Japan that provided for borrowings up to $47,000 with interest
rates determined at the time of the borrowing. Interest rates ranged from .81%
to .85% and 1.04% to 1.38% for the year ended June 30, 1999 and 2000,
respectively. The weighted average interest rate at June 30, 1999 and 2000 was
..83% and 1.09%, respectively. The available credit was $22,895 and $2,660 as of
June 30, 1999 and 2000, respectively. During 2001, this revolving credit
agreement matured and was replaced with long-term financing.

     Short-term bank borrowings consists of uncollateralized arrangements with
interest rates which ranged from 3.70% to 9.75%, 6.00% to 12.75%, and 5.00% to
23.00% for the years ended June 30, 1999, 2000 and 2001, respectively. The
weighted average interest rates as of June 30, 1999, 2000 and 2001 were 6.71%,
7.51% and 7.54%, respectively.

                                       F-23
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     Long-term bank loans consists of uncollateralized loans with interest rates
that ranged from 3.70% to 9.75% for the year ended June 30, 1999 and a weighted
average rate of 6.84%. Rates for the year ended June 30, 2000 ranged from 4.13%
to 9.75% with a weighted average rate of 5.50%. Rates for the year ended June
30, 2001 ranged from 4.97% to 13.40% with a weighted average rate of 7.17% at
June 30, 2001.

     Other debt at June 30, 2000 consists primarily of mortgage notes with
interest rates ranging from 3.50% to 4.50% and a weighted average interest rate
of 4.24%.

10.  COMMITMENTS AND CONTINGENCIES

  LITIGATION

     The PwC Network as well as PwC Consulting is involved in litigation arising
in the ordinary course of business, some of which relate to PwC Consulting
operations. Some of the actions and proceedings have been brought on behalf of
various claimants and certain of these claimants seek damages of unspecified
amounts. The firms within the PwC Network have established a series of captive
insurance companies to provide for its self-insurance needs. While the ultimate
outcome of such matters cannot be predicted with certainty, it is the opinion of
management that the resolution of such litigation will not have a material
adverse effect on the combined balance sheet, income statement before partner
distributions and benefits or cash flow.

  LEASES

     The firms within the PwC Network have obligations under long-term,
noncancelable, operating lease agreements, principally for office space and data
processing equipment, including personal computers, some of which relate to PwC
Consulting operations. Certain agreements are subject to periodic escalation
charges for increases in real estate taxes and other charges. Renewal options
are available on the majority of the office leases. Facility leases for office
space utilized exclusively by PwC Consulting represent commitments of PwC
Consulting.

     Minimum rental commitments on PwC Consulting specific facilities, net of
minimum sublease rental income, under noncancelable leases for the five
succeeding years ending June 30 and in the aggregate thereafter are set forth
below:
2002........................................................  $ 52,826
2003........................................................    38,415
2004........................................................    31,723
2005........................................................    30,138
2006........................................................    25,866
Thereafter..................................................    94,027
                                                              --------
     Total..................................................  $272,995
                                                              ========
Rent expense, including allocated amounts, approximates $144,200, $167,200
and $167,900 for the years ended June 30, 1999, 2000 and 2001, respectively.

11.  EMPLOYEE BENEFIT PLANS

  DEFINED BENEFIT RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

     Historically, all of the employees of the various firms in the PwC Network,
including those in PwC Consulting, participated in various benefit and
retirement plans sponsored by the firms. The costs with respect to these plans
are allocated among all of the lines of service within the PwC Network and PwC
Consulting.
                                       F-24
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

For purposes of these combined financial statements, the firms within the PwC
Network retain and therefore do not allocate the assets and liabilities relating
to these plans, except for certain plans with liabilities of approximately
$3,000 and $4,700 as of June 30, 2000 and 2001, respectively. The cost allocated
to PwC Consulting for defined benefit plans included within cost of services is
approximately $35,000, $41,000 and $38,000 for the years ended June 30, 1999,
2000 and 2001, respectively.

     Additionally, the firms within the PwC Network have unfunded postretirement
benefit plans that provide medical and life insurance for eligible retirees,
employees and dependents, as well as postemployment benefits that include
severance benefits upon involuntary separation from the PwC Network. The PwC
Network has retained these plans and therefore, for purposes of these combined
financial statements, the assets and liabilities of these plans are not
allocated to PwC Consulting, except for certain postretirement benefit plans
with current liabilities of approximately $400 and $300 and non-current
liabilities of $30,500 and $44,900 at June 30, 2000 and 2001, respectively. For
the year ended June 30, 1999, 2000 and 2001, PwC Consulting recognized
approximately $5,700, $9,100 and $13,400, respectively, of expense related to
postretirement benefits.

     DEFINED CONTRIBUTION PLANS

     The PwC Network firm in the United States sponsors savings plans (the
"Savings Plans") that are available to all United States employees who meet
certain eligibility requirements. The Savings Plans are 401(k) based plans that
allow employees to contribute up to the maximum limit established by law ($10.0,
$10.5 and $10.5 for calendar years 1999, 2000 and 2001, respectively). The PwC
Network provides matching contributions under the terms of the plans.

     Employees in the PwC Network firms outside the United States are covered by
various defined contribution plans, the majority of which are government
sponsored. These plans include both postretirement and savings plan benefits.

     The costs allocated to PwC Consulting for defined contribution plans
included in compensation was approximately $31,300, $45,000 and $41,500 for the
years ended June 30, 1999, 2000 and 2001, respectively.

12.  SEGMENT REPORTING

     Operating segments are defined as components of an enterprise for which
separate financial information is regularly available and evaluated by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. PwC Consulting's chief operating
decision making group is the PwC Consulting Global Executive Committee, which is
chaired by the PwC Consulting Chief Executive Officer.

     PwC Consulting's reportable operating segments are the following four
geographic units: the Americas, comprised of the United States, Canada and
Mexico; EMEA, comprised of Europe, the Middle East and Africa; Asia Pacific,
principally comprised of Japan, Australia and East Asia; and SOACAT, principally
comprised of Brazil, Argentina, Chile and Columbia. These geographical units are
managed separately and represent countries in which PwC Consulting serves
clients in that part of the world.

     PwC Consulting evaluates performance of its operating segments based on
"contribution to profit," a measure that excludes certain global and other costs
from operating income. In general, the accounting policies for the operating
segments are the same as those described in the summary of significant
accounting policies, except for those noted and shown in the reconciliations
below. Expenses are allocated to PwC Consulting by the PwC Network pursuant to
the policies in Note 4. There are no material inter-segment revenues.
                                       F-25
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

NET REVENUES*
YEAR ENDED JUNE 30,
                                                         --------------------------------------
                                                            1999          2000          2001
                                                         ----------    ----------    ----------
Americas...............................................  $2,758,050    $3,253,338    $3,116,301
EMEA...................................................   1,824,343     2,004,983     2,120,157
Asia Pacific...........................................     314,450       425,308       497,894
SOACAT.................................................     111,383       131,765       112,147
                                                         ----------    ----------    ----------
                                                         $5,008,226    $5,815,394    $5,846,499
                                                         ==========    ==========    ==========
------------
* Revenues net of reimbursables and subcontractor costs.

CONTRIBUTION TO PROFIT
YEAR ENDED JUNE 30,
                                                         --------------------------------------
                                                            1999          2000          2001
                                                         ----------    ----------    ----------
Americas...............................................  $  547,236    $  773,970    $  504,821
EMEA...................................................     418,512       438,713       458,131
Asia Pacific...........................................      21,854        36,809        41,582
SOACAT.................................................      15,996        15,676        14,496
                                                         ----------    ----------    ----------
                                                         $1,003,598    $1,265,168    $1,019,030
                                                         ==========    ==========    ==========
DEPRECIATION & AMORTIZATION
YEAR ENDED JUNE 30,
                                                              -----------------------------
                                                               1999       2000       2001
                                                              -------    -------    -------
Americas....................................................  $11,778    $25,340    $29,864
EMEA........................................................   19,554     21,905     39,887
Asia Pacific................................................    6,105      8,034      9,137
SOACAT......................................................    1,249        741        613
                                                              -------    -------    -------
                                                              $38,686    $56,020    $79,501
                                                              =======    =======    =======
INTEREST EXPENSE
YEAR ENDED JUNE 30,
                                                              -----------------------------
                                                               1999       2000       2001
                                                              -------    -------    -------
Americas....................................................  $33,389    $37,265    $39,615
EMEA........................................................   32,198     37,339     38,214
Asia Pacific................................................    3,245      5,222      6,904
SOACAT......................................................       --      1,152      2,124
                                                              -------    -------    -------
                                                              $68,832    $80,978    $86,857
                                                              =======    =======    =======
F-26
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)
YEAR ENDED JUNE 30,
                                                          --------------------------------------
                                                             1999          2000          2001
                                                          ----------    ----------    ----------
Segment net revenues....................................  $5,008,226    $5,815,394    $5,846,499
Global adjustments......................................     (47,219)      (50,927)       27,814
Reclassification of allowance for bad debts.............      56,804        25,202        90,261
Reimbursables and subcontractor costs...................   1,212,798     1,341,290     1,516,429
                                                          ----------    ----------    ----------
Combined revenues.......................................  $6,230,609    $7,130,959    $7,481,003
                                                          ==========    ==========    ==========
Segment contribution to profit..........................  $1,003,598    $1,265,168    $1,019,030
Global costs............................................    (331,302)     (456,565)     (382,836)
Global PwC Network allocations..........................    (128,000)     (167,000)     (182,000)
Other adjustments.......................................      53,438        (3,083)       41,608
                                                          ----------    ----------    ----------
Combined operating income...............................  $  597,734    $  638,520    $  495,802
                                                          ==========    ==========    ==========
Global adjustments represent internal reconciling items related to revenues
between the PwC Network and PwC Consulting which have not been allocated to the
operating segments. For internal reporting purposes, the allowance for bad debts
is included in revenues. This differs from combined revenues as the allowance
for bad debts is included in selling, general and administrative expenses.

     Global costs represent global PwC Consulting costs that have not been
allocated to the operating segments. These include global training, service and
support staff, and business development activities. Global PwC Network
allocations represent allocations which are not included in the calculation of
contribution profit reviewed by the chief operating decision making group. These
allocations include global financial management costs and global marketing
costs. Other adjustments primarily represent adjustments to conform the internal
measure of contribution to profit to U.S. GAAP.

     With respect to depreciation and amortization, the difference between the
segment totals and the combined totals relates to the amortization of goodwill
that has not been allocated to the operating segments. Goodwill allocated to the
operating segments consists of acquisitions initiated by countries or regions of
PwC Consulting. Goodwill not allocated to the operating segments consists
primarily of the goodwill associated with the merger of firms in the Coopers and
Lybrand and Price Waterhouse networks as discussed in Note 3.

     With respect to segment interest expense, the amount allocated to the
operating segments is an imputed amount. It is used to measure the operating
segment's ability to manage accounts receivable, based primarily on accounts
receivable outstanding for the operating segment. This differs from the combined
interest expense which represents the interest expense allocated to PwC
Consulting by the PwC Network based on short-term and long-term debt as
discussed in Note 4.

     PwC Consulting conducts business in two countries that individually
comprise greater than 10% of revenues and long-lived assets within the last
three years. As presented in the net revenue by segment table above, revenues
net of reimbursables and subcontractor costs for the United States were
$2,541,900, $2,993,083 and $2,895,243 and for the United Kingdom were $749,295,
$771,531 and $732,144 for the years ended June 30, 1999, 2000 and 2001
respectively. Long-lived assets, which represent property and equipment, net of
accumulated depreciation for the United States were $36,855, $41,359 and $51,616
as of June 30, 1999, 2000 and 2001, respectively. For the United Kingdom,
long-lived assets were $1,759 and $15,821 as of June 30, 2000 and 2001.
Long-lived assets were not allocated to the United Kingdom in 1999.

                                       F-27
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

13.  SUBSEQUENT EVENTS

     Effective July 1, 2001, on a country-by-country or regional basis, the PwC
Network agreed to certain arrangements relating to the provision of various
services to PwC Consulting by the PwC Network which were historically performed
on centralized basis for the benefit of all PwC Network business units. The
charges for these services are allocated according to use or consumption based
on actual direct costs, where available, plus overhead costs. These agreements
have no impact on the combined financial position, results of operations, or
cash flows of PwC Consulting for the three years ended June 30, 2001.

     On January 31, 2002, the PwC Network announced its intention to separate
PwC Consulting into a separate company called PwCC Limited (the "Company").
Firms in the PwC Network have elected to transfer their businesses to the
Company or its subsidiaries in exchange for equity of the Company or its
subsidiaries, as described below pursuant to rollup agreements. We refer to this
transfer and exchange and the related transactions as the "Separation." The
Company anticipates making an initial public offering (the "Offering") in the
summer of 2002, which will consist of a sale by some of the firms in the PwC
Network and their partners or shareholders, of all or a portion of the Company's
Class A common shares owned by these firms and will include a primary issuance
of shares by the Company.

     The Company is a Bermuda corporation formed on March 27, 2002, and
currently is owned by Codan Trust Company Limited (the "Trustee"), as trustee of
The PwCC Limited Purpose Trust, a special purpose trust that has been
established under the laws of Bermuda. The Company will have no material
activities, assets or liabilities until the completion of the Separation. In
connection with the formation of the Company, 60,000 Class A common shares, par
value U.S.$1.00 per share, were issued to the Trustee. Prior to the Separation,
the Company's memorandum of association will be amended to provide for the
issuance of Class A common shares to firms in the PwC Network and their partners
or shareholders that transfer their management consulting and technology
services businesses to the Company as well as Class X common shares and
preferred stock purchase rights. Class X common shares will have full voting
power but will have no economic rights, such as rights to dividends or
distributions by the Company. Class X common shares initially will be held by
some of the partners of PwC Consulting that become employees of the Company or
one of its subsidiaries and hold equity in a subsidiary of the Company. Class X
common shares may also be held by some of the partners or shareholders of the
PricewaterhouseCoopers firms that receive equity in a subsidiary of the Company
as part of the Separation in the event they do not fully liquidate their
holdings in the Company and its subsidiaries as a result of the Offering. The
equity in one of these subsidiaries is redeemable at the shareholder's option
for cash or, at the option of the subsidiary, for Class A common shares on a
one-for-one basis. At least one other subsidiary will issue exchangeable shares
that are exchangeable into Class A common shares on a one-for-one basis at the
election of a shareholder.

     The Company also expects to adopt a shareholder rights plan prior to the
Offering. The delivery of a Class A common share or a Class X common share also
will constitute the delivery of a preferred stock purchase right associated with
such share. These rights may have anti-takeover effects in that the existence of
the rights may defer a potential acquiror from making a takeover proposal or a
tender offer.

     Prior to the Separation, the Company or its subsidiaries will enter into a
number of agreements relating to some business processing and infrastructure
services that the PwC Network will provide to the Company after the Separation.
These agreements will take effect following the Separation for periods up to
three years. In general, the Company will be provided these services at the cost
incurred by the various firms in the PwC Network in providing these services,
which the Company believes is consistent with the bases upon which costs have
been allocated to PwC Consulting since July 1, 2001.

                                       F-28
PWC CONSULTING
        (A BUSINESS UNIT OF THE PRICEWATERHOUSECOOPERS NETWORK OF FIRMS)

           NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     Under these services agreements, the firms in the PwC Network will provide
PwC Consulting the same or similar services PwC Consulting receives prior to the
Separation. The types of services the Company will continue to receive include
infrastructure, knowledge management, human resources, training, finance and
accounting, and other services, except as described below. The Company may also
receive financial reporting services from some of these firms. In general, the
Company will be able to terminate its agreements with the PwC Network on
relatively short notice, but may face termination costs in some circumstances.
Costs that have been allocated to the Company in the past that will no longer be
charged following the Separation include costs associated with firm-wide
management, risk management and practice protection, marketing and business
development, interest expense and taxes.

                                       F-29
[LOGO]
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the fees and expenses to be paid in
connection with the issuance and distribution for the securities being
registered hereunder. Except for the SEC registration fee, the NASD fee and the
NYSE fee, all amounts are estimates.
DESCRIPTION                           AMOUNT
                        -----------                           -------
Securities and Exchange Commission registration fee.........  $92,000
New York Stock Exchange listing fee.........................
National Association of Securities Dealers, Inc. filing
  fee.......................................................   30,500
Legal fees and expenses.....................................
Accounting fees and expenses................................
Printing and engraving fees and expenses....................
Blue Sky fees and expenses..................................
Transfer Agent fees and expenses............................
Miscellaneous expenses......................................
                                                              -------
     Total..................................................  $
                                                              =======
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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. This 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, breach of duty 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.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

     We were incorporated under the laws of Bermuda under the name PwCC Limited
on March 27, 2002. In connection with our separation from the
PricewaterhouseCoopers network of firms, we expect to issue   of our Class A
common shares and      of our Class X common shares to our partners,      Class
A common shares to some of the firms in the PricewaterhouseCoopers network and
some of their partners and shareholders and      of our Class X common shares to
these PricewaterhouseCoopers partners and shareholder in consideration of their
transfer of assets to PwCC Limited, PwC Consulting SCA or one of our other
subsidiaries. Some of the shares issued to the PricewaterhouseCoopers firms are
expected to be transferred to our partners in connection with their withdrawal
from these firms. We also expect to issue      Class A common shares to PwC
Consulting SCA so that PwC Consulting SCA can redeem a portion of its Class I
common shares for our Class A common shares. These issuances will be exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof because such issuance did not involve any public offering of
securities.

                                       II-1
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

     (a) Exhibits:

     The following exhibits are filed pursuant to Item 601 of Regulation S-K.
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
1.1     Form of Underwriting Agreement
  2.1     Form of PwCC Limited Rollup Agreement**
  2.2     Form of PwC Consulting SCA Rollup Agreement**
  3.1     Memorandum of Association of PwCC Limited to be in effect as
          of the closing of this offering
  3.2     Bye-laws of PwCC Limited to be in effect as of the closing
          of this offering
  4.1     Specimen Class A common share certificate
  4.2     Form of Rights Agreement
  5.1     Opinion of Conyers Dill & Pearman re legality of the Class A
          common shares being registered
  9.1     Form of PwCC Limited Voting Agreement**
 10.1     Form of Rollup Agreements (filed as Exhibits 2.1 and 2.2
          hereto)
 10.2     [reserved]
 10.3     2002 Share Incentive Plan
 10.4     2002 Employee Share Purchase Plan
 10.5     Articles of Association of PwC Consulting SCA to be in
          effect as of the closing of this offering
 10.6     Form of Redemption and Non-Competition Agreement**
 10.7     Form of Transition Services Agreement**
 10.8     Form of Shareholders Agreement
 10.9     Form of Assignment and Assumption Agreement**
 10.10    Form of Sublease Agreement**
 10.11    Form of Master License Agreement**
 10.12    Form of Executive Employment Agreement
 10.13    Form of PwC Consulting SCA Transfer Rights Agreement**
 21.1     List of Subsidiaries of PwCC Limited
 23.1     Consent of Deloitte & Touche LLP**
 24.1     Power of Attorney (included on signature page to the
          Registration Statement)**
 99.1     List of Individual Selling Shareholders
------------
** Filed herewith.

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC, 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 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
(c) The undersigned Registrant hereby undertakes that:

          (1) For purpose of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus 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.

                                       II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the city of New York, State of New
York, on May 1, 2002.

                                          PWCC LIMITED

                                          By:  /s/ THOMAS CHARLES O'NEILL
                                            ------------------------------------
                                                   Thomas Charles O'Neill
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald B. Hauben his or her true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, any and
all capacities, to sign any and all amendments, including post-effective
amendments, of and supplements to this registration statement, or any related
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same with all exhibits thereto and other documents in
connection therewith, with the SEC, granting unto such attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.

     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.
SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
/s/ THOMAS CHARLES O'NEILL               President, Chief Executive Officer    May 1, 2002
 ------------------------------------------------    (Principal Executive Officer) and
              Thomas Charles O'Neill                              Director

                 /s/ DAVID CRAIG                     Chief Financial Officer (Principal    May 1, 2002
 ------------------------------------------------    Financial and Accounting Officer)
                   David Craig

                /s/ J. FRANK BROWN                                Director                 May 1, 2002
 ------------------------------------------------
                  J. Frank Brown

              /s/ THOMAS A. LEIPZIG                               Director                 May 1, 2002
 ------------------------------------------------
                Thomas A. Leipzig
PWCC LIMITED

                                          Authorized Representative in the
                                          United States

                                          By:     /s/ RONALD B. HAUBEN
                                            ------------------------------------
                                                      Ronald B. Hauben
                                               General Counsel and Corporate
                                                          Secretary

                                       II-4
EXHIBIT INDEX
EXHIBIT
  NO.                             DESCRIPTION
-------                           -----------
1.1     Form of Underwriting Agreement
  2.1     Form of PwCC Limited Rollup Agreement**
  2.2     Form of PwC Consulting SCA Rollup Agreement**
  3.1     Memorandum of Association of PwCC Limited to be in effect as
          of the closing of this offering
  3.2     Bye-laws of PwCC Limited to be in effect as of the closing
          of this offering
  4.1     Specimen Class A common share certificate
  4.2     Form of Rights Agreement
  5.1     Opinion of Conyers Dill & Pearman re legality of the Class A
          common shares being registered
  9.1     Form of PwCC Limited Voting Agreement**
 10.1     Form of Rollup Agreements (filed as Exhibits 2.1 and 2.2
          hereto)
 10.2     [reserved]
 10.3     2002 Share Incentive Plan
 10.4     2002 Employee Share Purchase Plan
 10.5     Articles of Association of PwC Consulting SCA to be in
          effect as of the closing of this offering
 10.6     Form of Redemption and Non-Competition Agreement**
 10.7     Form of Transition Services Agreement**
 10.8     Form of Shareholders Agreement
 10.9     Form of Assignment and Assumption Agreement**
 10.10    Form of Sublease Agreement**
 10.11    Form of Master License Agreement**
 10.12    Form of Executive Employment Agreement
 10.13    Form of PwC Consulting SCA Transfer Rights Agreement**
 21.1     List of Subsidiaries of PwCC Limited
 23.1     Consent of Deloitte & Touche LLP**
 24.1     Power of Attorney (included on signature page to the
          Registration Statement)**
 99.1     List of Individual Selling Shareholders
------------
 ** Filed herewith.