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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2005

OR

For the transition period from              to             

Commission file number 000-50161

FORE HOLDINGS LLC

(Exact name of registrant as specified in its charter)

100 Half Day Road; Lincolnshire, Illinois 60069; 847-295-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

N/A

(Former Name, Former Address & Former Fiscal Year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  x    NO  ¨

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FORE HOLDINGS LLC

FORM 10-Q

FOR THE PERIOD ENDED

MARCH 31, 2005

INDEX

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FORE HOLDINGS LLC

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

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

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FORE HOLDINGS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands)

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

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FORE HOLDINGS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

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

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FORE HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 AND 2004

(Unaudited)

(Dollars in thousands)

1. Description of Business

On April 29, 2004, Hewitt Holdings LLC changed its name to FORE Holdings LLC (“FORE Holdings” or the “Company”). FORE Holdings LLC and Subsidiaries include the “Property Entities” which consist of Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, Hewitt Properties IV LLC, Hewitt Properties V LLC, Hewitt Properties VI LLC, Hewitt Properties VII LLC and The Bayview Trust. FORE Holdings is a holding company whose primary business is to own, finance, lease and sell real estate assets.

FORE Holdings owns its real estate assets directly and through its Property Entities. Substantially all of the activities of the Property Entities involve assets that are leased to Hewitt Associates, Inc. and subsidiaries (“Hewitt Associates”). The investments in these properties were funded through capital contributions of FORE Holdings’ owners (individuals who have interests in FORE Holdings) and third-party debt. The debt is a non-recourse obligation of FORE Holdings’ Property Entities and is not an obligation of, nor guaranteed by, Hewitt Associates. The properties the Company owns are located in Illinois, Florida, and Texas. FORE Holdings has one business segment consisting of its real estate operations.

FORE Holdings is in the process of selling the majority of the properties it owns to a third party. The sale is expected to close in May 2005 (see Note 11).

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows as of March 31, 2005, and for all periods presented. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto, together with management’s discussion and analysis of financial condition and results of operations, included in the Company’s Form 10-K for the fiscal year ended September 30, 2004, as filed with the Securities and Exchange Commission.

The consolidated financial statements are prepared on the accrual basis of accounting. The significant accounting policies are summarized below:

Principles of Consolidation

The accompanying consolidated financial statements reflect the operations of the Company and its majority owned subsidiaries after elimination of intercompany transactions and profits.

Investments in less than 50%-owned affiliated companies over which the Company has the ability to exercise significant influence are accounted for using the equity method of accounting. The Company applies the equity method of accounting and does not consolidate its 51% interest in Overlook Associates, an Illinois partnership (see Note 4).

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The Company accounts for its Investment in Hewitt Associates using the cost method of accounting. As such, the results of Hewitt Associates are not reflected within the Company’s results. The investment is carried at historical cost and adjusted for distributions to owners as they occur (see Note 3).

Revenue Recognition

The Company leases its real estate properties pursuant to operating leases. The Company records rental income for the full term of each lease on a straight-line basis. Generally, the leases provide for lessee occupancy during periods for which no rent is due or where minimum rent payments increase during the term of the lease. Accordingly, a receivable is recorded from lessees for the current difference between the straight-line rent and the rent that is contractually due from the lessee. During the three and six months ended March 31, 2005, 100% of the Company’s rental income was derived from leases with Hewitt Associates.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, depreciation and amortization, asset impairment, and any contingencies. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates.

3. Investment in Hewitt Associates

As of March 31, 2005 and September 30, 2004, the Company owns approximately 1% and 2%, respectively, of Hewitt Associates, Inc. Hewitt Associates provides human resources outsourcing and consulting services. The investment in Hewitt Associates was accounted for using the equity method of accounting through January 28, 2004. Prior to January 28, 2004, the majority of directors on Hewitt Associates’ Board held limited liability company interests in the Company. On January 28, 2004, the shareholders of Hewitt Associates elected a majority of independent directors to its Board, at which time the Company began accounting for the investment in Hewitt Associates using the cost method of accounting. The investment is carried at its historical cost and is reduced by distributions to the Company’s owners as they occur. The fair market value of the investment in Hewitt Associates, based on shares held on behalf of owners and the stock price of Hewitt Associates on March 31, 2005, was $42,329.

4. Investment in Overlook Associates

As of March 31, 2005 and September 30, 2004, the Company owns approximately 51% of Overlook Associates, an Illinois partnership. The investment in Overlook Associates was accounted for using the equity method of accounting as FORE Holdings does not exercise control over this company. Overlook Associates owns and operates three commercial office buildings and develops and sells vacant land in Lincolnshire, Illinois. Overlook also has a majority interest in another commercial office building in Lincolnshire, Illinois.

5. Amounts Due from Owners

Amounts due from owners represent receivables from owners for individual income tax payments made on behalf of the owners. An adjustment to correct the amounts due from certain owners was made in the quarter ended March 31, 2004. The effect of this adjustment was to reduce selling, general and administrative expenses and to increase income before owner distributions by $712 in both the three and six months ended March 31, 2004.

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6. Deferred Loan Costs

At March 31, 2005 and September 30, 2004, the Company has one intangible asset with a definite useful life which is the deferred loan costs related to financing the purchases of Hewitt Properties I-IV. The deferred loan costs have an estimated useful life of 20 years.