SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2004~~ 2005

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-50161

FORE HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Illinois

36-3974824

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

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 ¨

FORE HOLDINGS LLC

FORM 10-Q

FOR THE PERIOD ENDED

~~DECEMBER~~JUNE 3130, ~~2004~~2005

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements:
	Consolidated Balance Sheets - December 31, 2004 (Unaudited), and September 30, 2004	3
	Consolidated Balance Sheets - June 30, 2005 (Unaudited), and September 30, 2004	3
	Consolidated Statements of Operations - Three Months Ended December 31, 2004 and 2003 (Unaudited)	4
	Consolidated Statements of Operations -Three and Nine Months Ended June 30, 2005 and 2004 (Unaudited)	4
	Consolidated Statements of Cash Flows - Three Months Ended December 31, 2004 and 2003 (Unaudited)	5
	Consolidated Statements of Cash Flows - Nine Months Ended June 30, 2005 and 2004 (Unaudited)	5
	Notes to Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	911
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	1316
ITEM 4.	Controls and Procedures	1416
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	1417
ITEM 6.	Exhibits	1417
SIGNATURES		1518

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FORE HOLDINGS LLC

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	December 31,2004			September 30,2004
	June 30,2005			September 30,2004
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	16,~~946~~076		$	5,984
Rent receivable		430			—
Due from owners		1,765			—
Prepaid expenses and other current assets		1			1
Total current assets		18,~~947~~272			5,985
Non-Current Assets
Property and equipment, net
Land		~~22,364~~169			22,364
Buildings and building improvements		~~253,252~~103			253,252
Computer equipment		~~1,978~~—			1,978
Furniture and equipment		~~7,248~~—			7,248
		284,842			284,842
		272			284,842
Less accumulated depreciation		(~~64,657~~103	)		(62,878	)
Total property and equipment, net		~~220,185~~169			221,964
Related party deferred rent receivable (Note 6)		3,620			3,682
Deferred rent receivable with Hewitt Associates		—			3,682
Due from owners		~~1,376~~—			1,294
Deferred loan costs, net		~~828~~—			843
Investment in Hewitt Associates (Note 4)		13,104			15,861
Investment in Hewitt Associates		11,749			15,861
Investment in Overlook Associates (Note 5)		7,958			3,042
Investment in Overlook Associates		9,709			3,042
Total non-current assets		~~247~~21,~~071~~627			246,686
Total Assets	$	~~249~~29,~~018~~899		$	252,671
LIABILITIES
LIABILITIES AND OWNERS’ CAPITAL
Current Liabilities
Accounts payable and accrued expenses	$	5171		$	35
Current portion of long-term debt		~~9,508~~—			9,348
Total current liabilities		~~9,559~~71			9,383
Long-Term Liabilities – debt, less current portion		193,528			195,966
Long-Term Liabilities – Debt, less current portion		—			195,966
Total Liabilities	$	~~203,087~~71		$	205,349
Commitments and Contingencies (Notes 7)
Commitments and Contingencies (Notes 9)
Owners’ Capital
Paid-in capital and accumulated earnings	$	4529,~~110~~007		$	46,501
Accumulated other comprehensive income		821			821
Total owners’ capital		4529,~~931~~828			47,322
Total Liabilities and Owners’ Capital	$	~~249~~29,~~018~~899		$	252,671

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

FORE HOLDINGS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands)

	Three Months Ended December 31,
	Three Months EndedJune 30,						Nine Months EndedJune 30,
	2004			2003
	2005			2004			2005			2004
Rental revenues from Hewitt Associates	$	5,755		$	5,709
Operating expenses:
Operating expenses:
Management and professional services expenses	$	105		$	149		$	197		$	692
Other operating expenses		~~1,779~~12			~~1,941~~(59	)		(5	)		(298	)
Selling, general and administrative expenses		34			354
Gain on sales of properties		—			—			—			(1,119	)
Gain on sales of property		—			(377	)
Income (loss) from operations		(117	)		(90	)		(192	)		725
Total operating expenses		1,813			1,918
Other expenses, net:
Operating income		3,942			3,791
Interest income		158			11			165			33
Other income (expenses), net:
Equity in earnings of unconsolidated investments		885			467			6,667			1,848
Interest expense		(3,496	)		(3,646	)
Other income (expense), net		955			(18	)		997			(87	)
Interest income		4			10
		1,998			460			7,829			1,794
Equity in earnings of unconsolidated investments		4,916			1,354
Income from continuing operations before owner distributions		1,881			370			7,637			2,519
Other income (expense), net		—			(35	)
Income from discontinued operations (including gain on disposal of $72,824 for the three and nine months ended June 30, 2005)		42,017			165			42,979			424
		1,424			(2,317	)
Income before owner distributions	$	43,898		$	535		$	50,616		$	2,943
Income before owner distributions	$	5,366		$	1,474

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

FORE HOLDINGS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	Three Months EndedDecember 31,
	Nine Months Ended June 30,
	2004			2003
	2005			2004
Cash flows from operating activities:
Income before owner distributions	$	550,~~366~~616		$	12,~~474~~943
Adjustments to reconcile income before owner distributions to net cash provided by operating activities:
Depreciation		14,~~779~~070			26,~~046~~000
Amortization		1539			1546
Equity in earnings of unconsolidated investments		(4,916	)		(1,354	)
Loss on extinguishment of debt		31,793			—
Gain on sale of property		—			(377	)
Proceeds from derivative instrument		1,335			—
Equity in earnings of unconsolidated investments		(6,667	)		(1,848	)
Gain on derivative instrument		(1,335	)		—
Gain on sale of property		(72,824	)		(1,119	)
Changes in operating assets and liabilities:
Client receivables and unbilled work in process		—			607
Rent receivable		(430	)		—
Prepaid expenses and other current assets		—			(7	)
Client receivables and unbilled work in process		—			744
Related party deferred rent receivable		62			65
Prepaid expenses and other current assets		—			112
Accounts payable		16			(327	)
Related party deferred rent receivable		144			184
Accrued expenses		—			(1,545	)
Due from owners		—			(806	)
Net cash provided by operating activities		2,322			597
Accounts payable and accrued expenses		36			(1,978	)
Net cash provided by operating activities		6,777			4,278
Cash flows from investing activities:
Distributions from equity investments		—			~~581~~1,499
Proceeds from sale of property		—296,707			488
Net cash provided by investing activities		—			1,069
Cash paid for lease amendments on properties sold		(2,620	)		—
Net cash provided by investing activities		294,087			1,987
Cash flows from financing activities:
Capital contributions (distributions), net		(463,~~000~~998	)		3
Taxes paid on behalf of owners		(82471	)		(~~541~~116	)
Repayments of long-term debt		(2,278	)		(2,129	)
Refund of tax deposits for owners		—			317
Net cash (used in) financing activities		(6,360	)		(2,667	)
Repayments of long-term debt		(236,303	)		(6,494	)
Net decrease in cash and cash equivalents		(4,038	)		(1,001	)
Net cash (used in) financing activities		(300,772	)		(6,290	)
Net increase (decrease) in cash and cash equivalents		92			(25	)
Cash and cash equivalents, beginning of period		5,984			5,937
Cash and cash equivalents, end of period	$	16,~~946~~076		$	45,~~936~~912

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

FORE HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~December~~June 3130, ~~2004~~2005 AND ~~2003~~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. Prior to July 1, 2003, Hewitt Associates, Inc. and its subsidiaries or its predecessor, Hewitt Associates LLC and Affiliates, (“Hewitt Associates”) was the principal operating subsidiary of the Company. Hewitt Associates provides human resources outsourcing and consulting services. FORE Holdings is a holding company whose only business is to own, finance, lease and sell real estate assets.

On May 20, 2005, FORE Holdings, ~~owns~~through its ~~real~~subsidiaries, Hewitt ~~estate~~Properties ~~assets~~I ~~directly~~LLC, ~~and~~Hewitt ~~through~~Properties ~~its~~II ~~Property~~LLC, ~~Entities.~~Hewitt ~~Substantially~~Properties ~~all~~III ofLLC ~~the~~and ~~activities~~Hewitt ofProperties ~~the~~IV ~~Property Entities~~LLC, ~~involve~~sold ~~assets~~substantially ~~that~~all ~~are~~of ~~leased~~its toproperties, ~~Hewitt~~excluding ~~Associates~~its oninvestment ~~terms~~in ~~which~~Overlook atAssociates ~~inception,~~(see ~~were~~Note ~~intended~~5 toand be11). ~~comparable~~Prior to ~~those~~May ~~which~~2005, ~~would~~FORE Holdings ~~have~~was ~~been~~a ~~obtained~~holding incompany anwhose ~~arm’s~~primary ~~length~~business ~~transaction.~~was ~~The~~to ~~investments~~own, infinance, ~~these~~lease ~~properties~~and ~~were~~sell ~~funded through~~real ~~capital~~estate ~~contributions~~assets. of FORE Holdings’ ~~owners~~owned ~~(individuals~~its ~~who~~real ~~own~~estate ~~limited~~assets ~~liability~~directly ~~company~~and ~~interests~~through ofits ~~FORE~~Property ~~Holdings)~~Entities. ~~and~~Substantially ~~third-party~~all ~~debt.~~of ~~The~~the ~~debt~~activities isof athe ~~non-recourse~~Property Entities ~~obligation~~involved ofreal ~~FORE~~estate ~~Holdings’~~assets ~~Property~~which ~~Entities~~were ~~and~~leased isto ~~not~~Hewitt ~~an obligation of~~Associates, ~~nor~~Inc. ~~guaranteed~~and ~~by,~~its subsidiaries (“Hewitt Associates”). The properties the Company ~~owns~~owned ~~are~~were located in Illinois, Florida, and Texas. As of June 30, 2005, FORE Holdings property ~~has~~portfolio ~~one~~consists ~~business~~solely ~~segment~~of ~~consisting~~a non-commercial piece of ~~its~~property ~~real~~(residential ~~estate~~structure ~~operations~~and land) located in Illinois and the Company’s investment in Overlook Associates. Overlook Associates owns and operates three commercial office buildings, develops and sells vacant land in Lincolnshire, Illinois, and has a majority interest in another commercial office building in Lincolnshire, Illinois.

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 ~~December~~ 31June 30, ~~2004~~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. Certain previously reported amounts have been reclassified to conform to the current period presentation.

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~~results of the Company and its majority owned subsidiaries after elimination of intercompany transactions and profits.

~~Investments~~The inCompany ~~less~~applies ~~than~~the 50equity method of accounting and does not consolidate its 51%~~-owned~~ ~~affiliated companies~~interest ~~over~~in ~~which~~Overlook ~~the~~Associates, ~~Company~~an ~~has~~Illinois ~~the~~partnership, ~~ability~~as toit does not exercise control ~~significant~~over ~~influence~~this ~~are~~company ~~accounted~~(see ~~for~~Note ~~using~~5). Under the equity method, ofthe ~~accounting.~~Company ~~The~~recognizes ~~Company~~its ~~applies~~ownership share of the earnings of Overlook Associates as equity in earnings of unconsolidated investments within other expenses, net.

The Company accounts for its investment in Hewitt Associates using the cost method of accounting ~~and~~since ~~does~~January ~~not~~28, ~~consolidate~~2004. Under ~~its~~the ~~51%~~cost ~~interest~~method, the investment in ~~Overlook~~Hewitt Associates, anis ~~Illinois~~carried ~~partnership~~at its historical cost as of January 27, 2004 and adjusted for distributions to owners as ~~FORE~~they ~~Holdings~~occur ~~does~~(see ~~not~~Note ~~exercise~~4). ~~control~~Prior to January 28, 2004, the Company, through its owners, ~~over~~exercised ~~this~~significant ~~partnership.~~influence ~~Overlook~~over Hewitt Associates ~~owns~~ and ~~operates~~as ~~commercial~~such, ~~office~~applied ~~buildings~~the ~~and~~equity ~~develops~~method ~~and~~of ~~sells~~accounting ~~vacant~~to ~~land~~account for the investment in ~~Lincolnshire,~~Hewitt ~~Illinois~~Associates in periods prior to this date.

Revenue Recognition

~~The~~Prior to May 20, 2005, the Company ~~leases~~leased its real estate properties pursuant to operating leases. The Company ~~records~~recorded rental income for the full term of each lease on a straight-line basis. Generally, the leases ~~provide~~provided 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 deferred receivable iswas recorded ~~from lessees~~ for the current difference between the straight-line rent and the rent that is contractually due from the lessee. At September 30, 2004, the deferred rent receivable with Hewitt Associates was $3,682. During the three and nine months ended ~~December~~June 3130, 2005 and 2004, 100% of the Company’s rental income was derived from leases with Hewitt Associates and was reported within income from discontinued operations (see Note 3).

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, and 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. ~~Deferred~~Discontinued ~~Loan~~Operations ~~Costs~~

AtOn ~~December~~May 3120, ~~2004~~2005, Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, and ~~September~~Hewitt 30Properties IV LLC (subsidiaries of FORE Holdings), ~~2004~~completed the sale of six buildings and land owned by FORE Holdings in Lincolnshire, ~~intangible~~Illinois; ~~assets~~The ~~with~~Woodlands, ~~definite~~Texas; ~~useful~~and ~~lives~~Orlando, Florida, which constituted substantially all of the ~~include~~Company’s ~~deferred~~properties, ~~loan~~excluding ~~costs~~its ~~with~~investment anin ~~estimated~~Overlook ~~useful~~Associates. ~~life~~The buyer of 20the ~~years~~property was Warmack JDG Investment II, LLC. All of the leases for these properties with Hewitt Associates were assigned to the buyer at closing.

	December 31,2004			September 30,2004
Deferred loan costs
Gross carrying amount	$	1,217		$	1,217
Accumulated amortization		(389	)		(374	)
Net	$	828		$	843

Assets related to the discontinued operations included in the consolidated balance sheet as of the September 30, 2004 were as follows:

The Company tests the deferred loan costs for impairment whenever indicators of impairment arise. During the three months ended December 31, 2004 and for the year ended September 30, 2004, no impairments on deferred loan costs were recognized.


	September 30, 2004
Assets:
Property, plant and equipment, net	$	221,800
Related party deferred rent receivable		3,682
Deferred loan costs, net		843

Total assets	$	226,325

Amortization expense related to the deferred loan costs, the only definite-lived intangible asset, was $15 for both the three months ended December 31, 2004 and 2003.

Estimated amortization expense related to deferred loan costs at September 30, 2004, is $62 in each of the five years that end September 30, 2008 and $533 thereafter.

4. Investment in Hewitt Associates

As of December 31, 2004 and September 30, 2004, the Company owned approximately 1% and 2%, respectively, of Hewitt Associates, Inc. The investment in Hewitt Associates was accounted for using the equity method of accounting for the three months ended December 31, 2003 and using the cost method of accounting for the three months ended December 31, 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 approximated $54,802 at December 31, 2004.

5.As ~~Related~~a ~~Party~~result ~~Transactions~~of the transaction, the Company recorded the following:

The Company entered into real estate operating leases with Hewitt Associates and its subsidiaries on terms which at inception, were intended to be comparable to those which would have been obtained in an arm’s length transaction. The investments in the properties were funded through capital contributions by FORE Holdings’ owners and third-party debt. The debt is reflected on the Company’s balance sheet and is not an obligation of, nor guaranteed by, Hewitt Associates.


Proceeds from the sale		$	299,000
Land and Buildings (net of accumulated depreciation)	217,724
Cash paid for lease amendments on properties sold	2,620
Related party, deferred rent receivable	3,538
Closing costs	2,294

Total Costs			226,176

Net gain on disposal of discontinued operations		$	72,824

~~Generally,~~In ~~the~~June ~~leases~~2005, ~~provide for lessee occupancy during periods for which no rent is due or where minimum rent payments increase during~~ the ~~term of the lease. The~~ Company ~~records~~paid ~~rental~~off ~~income for~~ the outstanding ~~full~~principal ~~term~~balance of ~~each~~ ~~lease~~its onsecured acredit ~~straight-line~~tenant ~~basis~~notes. ~~Accordingly,~~In aconjunction ~~receivable~~with isextinguishing ~~recorded for~~ the ~~current~~Company’s ~~difference~~secured ~~between~~credit ~~the~~tenant ~~straight-line~~notes, ~~rent and~~ the ~~rent~~Company ~~that~~recorded isa ~~contractually~~loss ~~due from the lessee. As~~ of ~~December~~ $31,793 ~~2004~~related ~~and~~to ~~September~~prepayment ~~30,~~penalties ~~2004,~~and the write-off of deferred ~~rent~~loan ~~receivable with Hewitt Associates was $3,620 and $3,682, respectively~~costs.

~~From~~For ~~May~~the ~~31,~~three ~~2002,~~months ~~through~~ended ~~September~~June 30, ~~2007,~~2005 ~~Hewitt~~and ~~Associates LLC~~2004, arental ~~subsidiary~~revenues were of$3,514 ~~Hewitt~~and ~~Associates~~$5,712, isrespectively, ~~providing~~and ~~certain~~for ~~support~~the ~~services~~nine tomonths ~~FORE~~ended ~~Holdings~~June 30, ~~primarily~~2005 inand ~~the financial~~2004, ~~real~~were ~~estate~~$14,937 and ~~legal departments~~$17,137, ~~as may be requested by FORE Holdings from time to time~~respectively. ~~FORE~~Excluding ~~Holdings~~the ~~will~~gain ~~pay~~on ~~Hewitt~~the ~~Associates~~sale ~~LLC~~of anthe ~~annual~~properties ~~fee~~ of $5072,824 ~~for basic services~~ and anthe ~~additional~~loss ~~fee for additional services~~ on aextinguishment ~~time-and-materials~~of ~~basis.~~debt ~~Fees~~of ~~for~~$31,793, ~~services Hewitt Associates LLC~~income ~~provided~~from ~~under~~ the ~~services~~properties ~~agreement~~sold ~~totaled~~was $22986 and $35165 for the three months ended ~~December~~June 3130, ~~2004~~2005 and ~~2003~~2004, respectively., ~~All~~and ~~such~~$1,948 ~~fees~~and ~~have~~$424 ~~been~~for ~~paid~~the bynine ~~FORE~~months ~~Holdings~~ended ~~through~~June ~~December 31~~30, 2005 and 2004, respectively.

64. ~~Legal~~Investment ~~Proceedings~~in Hewitt Associates

As of June 30, 2005 and September 30, 2004, the Company held, on behalf of certain owners, approximately 1% and 2%, respectively, of the common stock of Hewitt Associates, Inc. Hewitt Associates provides human resources outsourcing and consulting services. During fiscal 2004, 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 June 30, 2005, was $40,692.

5. Investment in Overlook Associates

As of June 30, 2005 and September 30, 2004, the Company owned approximately 51% of Overlook Associates, an Illinois partnership. The investment in Overlook Associates is 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 Associates also has a majority interest in another commercial office building in Lincolnshire, Illinois.

6. 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 the nine months ended June 30, 2004. The amounts due from owners are expected to be repaid to the Company during the fourth quarter of fiscal 2005, when additional owner distributions are made.

7. Deferred Loan Costs

As a result of the extinguishment of debt, the Company no longer has any intangible assets at June 30, 2005 (see Note 3). At September 30, 2004, the Company had intangible deferred loan costs related to financing the purchases of Hewitt Properties I-IV. At the time the intangible was recorded, the asset had an estimated useful life of 20 years. The entire balance was retired in connection with the repayment of debt.


	September 30, 2004
Deferred loan costs
Gross carrying amount	$	1,217
Accumulated amortization		(374	)

Net	$	843

Amortization expense related to the deferred loan costs is recorded within income from operations and was approximately $8 and $39 for the three and nine months ended June 30, 2005, respectively, and $16 and $46 for the three and nine months ended June 30, 2004, respectively. In June 2005, the Company paid off the outstanding principal balance of the secured credit tenant notes, at which time the deferred loan costs were written-off and included as part of the loss on extinguishment of debt (see Note 3).

8. Related Party Transactions

The Company entered into real estate operating leases with Hewitt Associates and its subsidiaries on terms which at inception were intended to be comparable to those which would have been obtained in an arm’s length transaction. On May 20, 2005, the Company sold substantially all of its properties (see Note 3), except those owned through Overlook Associates, and the leases with Hewitt Associates were assigned to the buyer at closing. In connection with the sale, the Company paid Hewitt Associates $3,000 in exchange for amending some of the terms of its leases. At June 30, 2005, a $430 rent receivable from Hewitt Associates was recorded representing unpaid rent prior to the Company’s sale of the leased properties on May 20, 2005.

From May 31, 2002, through September 30, 2007, Hewitt Associates has agreed to provide certain support services to FORE Holdings, primarily in the financial, real estate and legal departments, as may be requested by FORE Holdings from time to time. FORE Holdings will pay Hewitt Associates an annual fee of $50 for basic services and an additional fee for additional services on a time-and-materials basis. Fees for services Hewitt Associates provided under the services agreement totaled $52 and $87 for the nine months ended June 30, 2005 and 2004, respectively. All such fees due to Hewitt Associates have been paid by FORE Holdings through June 30, 2005.

9. Legal Proceedings

The Company is not party to any legal proceedings that are expected to have a material adverse effect on the Company’s business, financial condition or results of operations. In the ordinary course of business, the Company is routinely audited and subject to inquiries by government and regulatory agencies.

7.9 ~~Other Comprehensive Income~~

10. Other Comprehensive Income

The following table presents the after-tax components of the Company’s other comprehensive income for the periods presented:

	Three Months EndedDecember 31,
	Three Months EndedJune 30,				Nine Months EndedJune 30,
	2004		2003
	2005		2004		2005		2004
Net Income (loss) before owner distributions	$	5,366	$	1,474
Income before owner distributions	$	43,898	$	535	$	50,616	$	2,943
Other comprehensive income:
Foreign currency translation adjustments		—		~~589~~—		—		731
Accumulated other comprehensive income	$	5,366	$	2,063
Total comprehensive income	$	43,898	$	535	$	50,616	$	3,674

811. Subsequent ~~Event~~ Events

On ~~January~~July 28, 2005, ~~Hewitt~~in ~~Properties~~a Iseries ~~LLC,~~of ~~Hewitt~~related ~~Properties II LLC~~transactions, ~~Hewitt~~FORE ~~Properties~~Holdings ~~III~~disposed ~~LLC,~~of ~~and~~its ~~Hewitt~~entire ~~Properties~~51% IVinterest ~~LLC,~~in ~~together~~Overlook ~~the~~Associates ~~“Sellers”, entered into an Agreement of Sale~~ and ~~Purchase~~the tounderlying ~~sell~~real ~~certain~~estate ofowned ~~the~~by ~~properties~~Overlook ~~the~~Associates ~~Sellers own~~ for ~~$299,000.~~a ~~All~~gross ofsales ~~the~~price ~~lease obligations~~ of ~~these~~$52 ~~properties~~million ~~would~~less ~~be assigned to the buyer at~~ closing. ~~The transaction is expected to close on April 28, 2005 and is contingent upon due diligence which must be completed by the buyer by March 29, 2005~~expenses. ~~The buyer can terminate the agreement without liability by delivering written notice to the Sellers prior to March 29, 2005.~~

8On July 28, 2005, the Executive Committee of the Company adopted resolutions to pursue the orderly disposition of the Company’s remaining assets and to wind the Company’s business and affairs.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the information contained in our consolidated financial statements and related notes presented earlier in this Quarterly Report on Form 10-Q. Please also refer to our consolidated financial statements and related notes and the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for additional information. In addition to historical information, this Quarterly Report on Form 10-Q may contain forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please see additional risks and uncertainties described below and in the “Notes Regarding Forward-Looking Statements” which appears later in this section.

We use the terms “FORE Holdings” and “the Company” to refer to FORE Holdings LLC and its subsidiaries, formerly known as Hewitt Holdings LLC and subsidiaries. We use the term “~~Hewitt Associates” to refer to the business of Hewitt Associates, Inc. and its subsidiaries. We use the term “~~Property Entities” to refer to FORE Holdings’ wholly-owned subsidiaries, 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. We use the term “Hewitt Associates” to refer to the business of Hewitt Associates, Inc. and its subsidiaries. On January 28, 2004, the shareholders of Hewitt Associates elected a majority of independent directors to its Board. At that time, the Company had a 2% investment in Hewitt Associates and no longer exercised significant influence over the investment and began accounting for the remaining investment in Hewitt Associates using the cost method of accounting.

We use the term “owner” to refer to the individuals who are current or retired members of FORE Holdings. These individuals (with the exception of our retired owners) became employees of Hewitt Associates upon the completion of Hewitt Associates’ transition to a corporate structure on May 31, 2002.

All references to years, unless otherwise noted, refer to our fiscal years, which end on September 30. For example, a reference to “2005”or “fiscal 2005” means the twelve-month period that ends September 30, 2005. All references to percentages contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to calculations based on the amounts in our consolidated financial statements, presented earlier in this Quarterly Report on Form 10-Q. ~~Certain prior period amounts have been reclassified to conform with the current year presentation.~~

Overview

Prior to May 20, 2005, FORE Holdings’ only business iswas owning, financing and leasing real estate assets which ~~are~~were primarily used by Hewitt Associates in operating its business. ~~All~~On ofMay ~~the~~20, ~~leases~~2005, ~~with~~through ~~Hewitt~~its ~~Associates~~subsidiaries, ~~are~~the ~~triple~~Company ~~net~~sold ~~leases.~~substantially ~~The~~all ~~properties~~of ~~the~~its ~~Company~~properties, ~~owns~~excluding ~~are~~the ~~located~~investment in ~~Illinois,~~Overlook ~~Florida and Texas~~Associates. ~~Rentable~~The ~~square~~properties ~~footage~~sold ~~consists~~included ofsix ~~approximately~~buildings ~~1,145,000~~and ~~square~~land ~~feet~~ in Lincolnshire, Illinois,; ~~approximately~~The ~~310~~Woodlands,~~000~~ ~~square~~Texas; ~~feet~~and in Orlando, Florida. All of the leases for these properties were with Hewitt Associates and ~~approximately~~were ~~414,000~~assigned ~~square~~to ~~feet~~the inbuyer at closing. The ~~Woodlands,~~consolidated ~~Texas.~~financial ~~FORE~~highlights ~~Holdings~~and ~~has~~results ~~one~~of ~~business~~operations ~~segment~~show the ~~consisting~~effects of ~~its~~the ~~real~~discontinued ~~estate~~ operations.

The Company also has an approximate 1% ownership interest in Hewitt Associates. These shares are held by the Company on behalf of certain owners who reside outside the United States. Prior to January 28, 2004, the majority of directors on Hewitt Associates’ Board were interest holders of the Company. On January 28, 2004, FORE Holdings began accounting for its investment in Hewitt Associates using the cost method of accounting.

Consolidated Financial Highlights

~~Rental~~Loss ~~revenues~~from ~~remained~~operations ~~relatively~~was ~~flat~~$117 and $90 for the three months ended ~~December~~June 3130, 2005 and 2004, ~~over~~respectively. ~~the~~Loss ~~comparable~~from ~~prior~~continuing ~~year~~operations ~~period.~~was ~~All~~$192 offor ~~our~~the ~~leases~~nine ~~with~~months ~~Hewitt~~ended ~~Associates~~June 30, ~~our~~2005 ~~only~~and ~~tenant,~~income ~~are~~from ~~triple~~operations ~~net~~was ~~leases.~~$725 ~~Additionally~~for the nine months ended June 30, ~~rent~~2004. isIn ~~recorded~~the on nine months ended June 30, 2004, a $1,119 ~~straight-line~~gain ~~basis~~was inrecorded ~~accordance~~related ~~with~~to ~~accounting~~the ~~principles~~sales ~~generally~~of ~~accepted~~properties in ~~the~~Newport ~~United~~Beach, ~~States~~California ofand ~~America~~Norwalk, Connecticut.

9Income from discontinued operations was $42,017 and $165 for the three months ending June 30, 2005 and 2004, respectively, and $42,979 and $424 for the nine months ended June 30, 2005 and 2004, respectively. Income from discontinued operations reflects rental revenues and the gain on the sale of real properties, offset by the loss on the extinguishment of our secured senior tenant notes, including prepayment penalties and the write-off of deferred loan costs, and expenses related to the properties.

Operating income increased by 4% in the three months ended December 31, 2004, respectively, over the comparable prior year period. The increase is primarily a result of decreases in depreciation expense related to furniture and equipment and computer hardware, audit fees, and Securities and Exchange filing fees, offset by a sale of land in the prior year period with no such sale in the current year period and an increase in real estate taxes.

Critical Accounting Policies and Estimates

Revenues

WePrior ~~lease~~to the sale of substantially all of our properties, we leased our real estate properties to Hewitt Associates pursuant to operating leases. We ~~record~~ ~~rental~~recorded rental income for the full term of each lease on a straight-line basis, even if there ~~are~~were periods for which no rent iswas due or where minimum rental payments ~~increase~~increased during the term of the lease. As ~~such,~~a result of the ~~Company~~sale ~~records~~of asubstantially ~~receivable~~all ~~from~~of our ~~lessees~~properties ~~for~~on ~~the~~May ~~difference~~20, ~~between~~2005, ~~the~~we ~~straight-line~~reclassified ~~rent~~all ~~and~~of ~~the~~these ~~rent~~revenues ~~that~~(and isrelated ~~contractually~~expenses) ~~due~~as ~~from~~discontinued ~~the lessees~~operations.

Long-Lived Assets Held and Used

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the long-lived asset are less than the carrying value, we recognize a loss equal to the difference between the carrying value and the discounted future cash flows of the asset.

Our estimate of future cash flows will be based on our experience, knowledge, and typically third-party advice or market data. However, these estimates can be affected by other factors and economic conditions that can be difficult to predict.

Estimates

~~Various~~The ~~assumptions~~preparation of financial statements and ~~other~~related ~~factors~~disclosures ~~underlie~~in conformity with accounting principles generally accepted in the ~~determination~~United States of ~~significant~~America ~~accounting~~requires management to make estimates. ~~The~~and ~~process~~assumptions ofthat affect ~~determining~~the ~~significant~~amounts ~~estimates~~reported isin ~~fact~~the ~~specific~~consolidated ~~and~~financial ~~takes~~statements ~~into~~and ~~account~~accompanying ~~factors~~notes. ~~such~~Estimates asare ~~historical experience~~used for, ~~known~~but ~~facts~~not limited to, ~~current~~the accounting for depreciation and ~~expected~~amortization ~~economic~~and ~~conditions~~asset impairment. WeAlthough ~~periodically~~these ~~reevaluate~~estimates ~~these~~are ~~significant~~based ~~factors~~on management’s ~~and~~best ~~make~~knowledge ~~adjustments~~of ~~when~~current ~~facts~~events and ~~circumstances~~actions ~~dictate,~~that ~~however~~the Company may undertake in the future, actual results may ~~differ~~be different from the estimates.

Historical Results of Operations

The following table sets forth our historical results of operations as a percentage of net revenues. The information for ~~each of~~ the three and nine month periods is derived from unaudited consolidated financial statements which were prepared on the same basis as the annual consolidated financial statements. The information for the three and nine months ended ~~December~~June 3130, ~~2004~~2005 and ~~2003~~2004, contains all adjustments, consisting only of normal recurring adjustments, necessary, ~~in the opinion of management,~~ to fairly present this information. Operating results for any period are not necessarily indicative of results for any future periods.

1012

Three Months Ended ~~December~~June 3130, ~~2004~~2005 and ~~2003~~2004

	Three Months EndedDecember 31,							Increase/(Decrease)						% of Net RevenueThree Months EndedDecember 31,
(in thousands)	Three Months EndedJune 30,								Increase (Decrease)
	2004			2003				Amount				%		2004		2003
	2005				2004				Amount
				(in thousands)
Operating expenses:
Rental revenues from Hewitt Associates	$	5,755		$	5,709			$	46			0.8	%	100.0	%	100.0	%
Management and professional services expenses	$	105			$	149			$	(44	)
Operating expenses:
Other operating expenses		12				(59	)			71
Other operating expenses		1,779			1,941				(162	)		(8.3	)	30.9		34.0
Loss from operations		(117	)			(90	)			(27	)
Selling, general and administrative expenses		34			354				(320	)		(90.4	)	0.6		6.2
Other expenses, net:
Gain on sales of property		—			(377	)			377			(100.0	)	—		(6.6	)
Interest income		158				11				147
Total operating expenses		1,813			1,918				(105	)		(5.5	)	31.5		33.6
Equity in earnings of unconsolidated investments		885				467				418
Operating income		3,942			3,791				151			4.0		68.5		66.4
Other income (expense), net		955				(18	)			973
Other income (expenses), net		1,424			(2,317	)			3,741			(161.5	)	24.7		(40.6	)
		1,998				460				1,538
Income before owner distributions	$	5,366		$	1,474			$	3,892			264.0	%	93.2	%	25.8	%
Income from continuing operations before owner distributions		1,881				370				1,511
Income from discontinued operations (including gain on disposal of $72,824 for the three months ended June 30, 2005)		42,017				165				41,852
Income before owner distributions	$	43,898			$	535			$	43,363

~~Rental~~Operating ~~Revenues~~Expenses

~~Rental~~Operating ~~revenues~~expenses ~~remained~~(which ~~relatively~~primarily ~~flat~~includes atlegal $5and accounting fees) increased by 30%,~~755~~ to in$117 for the three months ended ~~December~~June 3130, ~~2004,~~ ~~compared~~2005 tofrom $~~5,709~~90 infor the comparable prior -year period. ~~All~~The ofincrease in the ~~leases~~loss ~~with~~is ~~Hewitt~~primarily ~~Associates,~~the ~~our~~result ~~only~~of ~~tenant,~~an ~~are~~adjustment ~~triple~~in ~~net~~state ~~leases.~~tax ~~Additionally,~~expense ~~rent~~which isreduced ~~recorded~~other onoperating aexpenses ~~straight-line~~in ~~basis~~the inprior ~~accordance~~year, ~~with~~offset by lower accounting ~~principles generally~~fees ~~accepted~~for tax and audit services in the ~~United~~current ~~States~~year ~~of America~~quarter.

Other ~~Operating~~ Expenses, Net

Other ~~operating~~ expenses, net (which ~~include~~primarily includes ~~depreciation~~interest ~~and amortization,~~income and ~~property~~income ~~taxes)~~from ~~decreased~~the byequity ~~8.3%~~investment toin Overlook Associates) was $1,~~779~~998 in the three months ended ~~December~~June 3130, ~~2004~~2005, compared to $~~1,941~~460 in the comparable prior -year period. The ~~decrease~~change is primarily a result of a ~~decrease~~gain on the settlement of an interest rate forward contract of $1,335 in ~~depreciation~~connection ~~expense~~with ~~related~~the ~~to furniture~~sale ~~and~~of ~~equipment~~the ~~and~~real ~~computer~~properties ~~hardware~~in ~~offset~~May by2005, and an increase in ~~real~~equity ~~estate~~earnings ~~taxes~~during 2005 from our investment in Overlook Associates.

~~Selling,~~Income ~~General~~from ~~and~~Discontinued ~~Administrative~~Operations ~~Expenses~~

~~Selling,~~Income ~~general~~from ~~and~~discontinued ~~administrative~~operations ~~expenses~~was ~~(which~~$42,017 ~~includes legal~~ and ~~audit fees) decreased 90.4% to~~ $34165 for the three months ended ~~December~~June 3130, 2005 and 2004, ~~compared~~respectively. toThe ~~$354~~increase inis ~~the~~primarily ~~comparable~~a ~~prior~~result ~~year~~of ~~period.~~the ~~The~~gain ~~decrease~~on isthe ~~primarily~~sale aof ~~result~~ the properties of a$72,824 ~~decrease~~in the current year quarter, offset in ~~audit~~part ~~fees~~by a $31,973 ~~securities~~loss ~~and~~on ~~exchange~~extinguishment ~~filing~~of ~~fees~~debt, ~~legal~~including ~~fees~~prepayment penalties and athe write-off ~~state~~of ~~tax~~deferred ~~refund~~loan costs, in the current ~~quarter~~year ~~with~~and nothe ~~such~~cessation ~~refund~~of inFORE ~~the~~Holdings ~~comparative~~rental ~~prior~~activities ~~year~~in ~~period~~mid-third quarter 2005.

~~Gain~~13 ~~on Sales of Property~~

Gain on the sales of property (which includes gains on the sales of land and buildings) decreased 100% for the three months ended December 31, 2004 compared to $377 in the comparable prior year period. The decrease is primarily a result of the sale of land in the three months ended December 31, 2003, with no such sale in the current year period.

Other Income (Expenses), Net

Other income (expenses), net (which primarily includes interest expense, interest income and income from equity investments) totaled $1,424 of other income, net in the three months ended December 31, 2004, compared to other expense, net of $2,317 in the comparable prior year period. The change is primarily a result of an increase in equity earnings from our unconsolidated investment in Overlook Associates resulting from a sale of property owned by Overlook Associates, slightly offset by a decrease in interest expense as a result of lower principal balances on the debt due to continued payments.

Nine Months Ended June 30, 2005 and 2004


(in thousands)	Nine Months Ended June 30,						Increase (Decrease)
(in thousands)	2005			2004			Amount
Operating expenses:
Management and professional services expenses	$	197		$	692		$	(495	)
Other operating expenses		(5	)		(298	)		293
Gain on sales of properties		—			(1,119	)		1,119

Income (loss) from operations		(192	)		725			(917	)

Interest income		165			33			132
Equity in earnings of unconsolidated investments		6,667			1,848			4,819
Other income (expense), net		997			(87	)		1,084

		7,829			1,794			6,035

Income from continuing operations before owner distributions		7,637			2,519			5,118

Income from discontinued operations		42,979			424			42,555

Income before owner distributions	$	50,616		$	2,943		$	47,673

Operating Expenses

Operating expenses (which primarily includes legal and accounting fees) decreased by 126%, to $192 for the nine months ended June 30, 2005, from income of $725 for the comparable prior-year period. The change is primarily related to the recognition of the remaining deferred gains on the sales of the Newport Beach and Norwalk properties and land located in Lincolnshire, Illinois in the prior-year period and an adjustment to reduce state tax expense in the prior year period, partially offset by a decrease in accounting fees for tax and audit services and, no provision for doubtful accounts in the current year.

Other Expenses, Net

Other expenses, net (which primarily includes interest income and income from the equity investment in Overlook Associates) was $7,829 in the nine months ended June 30, 2005, compared to $1,794 in the comparable prior-year period. The change is primarily a result of an increase in equity earnings during 2005 from our investment in Overlook Associates and a gain on the settlement of an interest rate forward contract of $1,335 in connection with the sale of the real properties in May 2005.

Income from Discontinued Operations

Income from discontinued operations was $42,979 and $424 for the three months ended June 30, 2005 and 2004, respectively. The increase is primarily a result of the gain on the sale of the properties of $72,824 in the current year quarter, offset in part by a $31,973 loss on extinguishment of debt, including prepayment penalties and the write-off of deferred loan costs, in the current year and the cessation of FORE Holdings rental activities in mid-third quarter 2005.

Liquidity and Capital Resources

WeThe ~~have~~Company has historically funded ~~our~~ growth and working capital requirements with funds from operations, capital contributions from owners, credit facilities, credit tenant notes and term notes. We currently fund any distributions to owners or operating expenses with cash on hand and proceeds from sales of properties.

	Three Months EndedDecember 31,
Summary of Cash Flows	2004			2003
Cash provided by operating activities	$	2,322		$	597
Cash provided by investing activities		—			1,069
Cash used in financing activities		(6,360	)		(2,667	)
Net decrease in cash and cash equivalents		(4,038	)		(1,001	)
Cash and cash equivalents at beginning of period		5,984			5,937
Cash and cash equivalents at end of period	$	1,946		$	4,936

For the three months ended December 31, 2004 and 2003, cash provided by operating activities was $2,322 and $597, respectively. The increase in cash flows provided by operating activities between the three months ended December 31, 2004 and 2003 is primarily a result of the payment of accrued expenses and accounts payable in the prior year resulting from the timing of payments.

For the three months ended December 31, 2004, there were no cash flows from investing activities compared to $1,069 of cash provided by investing activities in the comparable prior year period. The decrease is primarily a result of distributions received from equity investments and proceeds from the sale of land in 2003 with no such activities in the current year quarter.

For the three months ended December 31, 2004 and 2003, cash used in financing activities was $6,360 and $2,667, respectively. The increase in cash used in financing activities is primarily a result of a $4,000 distribution to owners in the three months ended December 31, 2004 with no such payment in the comparable prior year period and an increase in principal payments of debt, offset by a decrease in taxes paid on behalf of owners.

At December 31, 2004, our cash and cash equivalents were $1,946, as compared to $4,936 at December 31, 2003, a decrease of $2,990 or 61%. Cash and cash equivalents decreased primarily as result of a $4,000 distribution to owners in the three months ended December 31, 2004.

Significant ongoing commitments consist primarily of leases and debt.

We have entered into real estate operating leases with Hewitt Associates and its subsidiaries which, at inception, were on terms comparable to those that would have been obtained in an arm’s length transaction. The investments in the properties were funded through capital contributions by FORE Holdings’ owners and third-party debt. The properties and debt are reflected on our balance sheets and the debt is not an obligation of, nor guaranteed by, Hewitt Associates.

We issued secured credit tenant notes to various noteholders on several dates between October 1997 through May 1999, totaling $203,036 as of December 31, 2004, bearing interest ranging from 6.52% to 7.13%. The principal on each note is amortized monthly between 15 and 20 years from November 1998 through February 2020.

A number of our debt agreements contain financial and other covenants including, among others, covenants restricting our ability to incur indebtedness and create liens, to sell the assets or stock of a collateralized subsidiary, and to pay dividends or make distributions to FORE Holdings’ owners which would result in a default. At December 31, 2004, we were in compliance with the terms of our debt agreements.

WeSummary ~~believe~~of ~~the~~Cash ~~cash~~Flows on hand, together with funds from operations and other current assets will satisfy our expected working capital, contractual obligations, capital expenditures, and investment requirements for at least the next 12 months.


	Nine Months Ended June 30,
	2005			2004
Cash provided by operating activities	$	6,777		$	4,278
Cash provided by investing activities		294,087			1,987
Cash used in financing activities		(300,772	)		(6,290	)

Net increase (decrease) in cash and cash equivalents		92			(25	)
Cash and cash equivalents at beginning of period		5,984			5,937

Cash and cash equivalents at end of period	$	6,076		$	5,912

For the nine months ended June 30, 2005 and 2004, cash provided by operating activities was $6,777 and $4,278, respectively. The increase in cash flows provided by operating activities is primarily related to lower total payments of accounts payable and accrued expenses in the current year, a decrease in interest paid and proceeds from the settlement of a derivative instrument in the current year offset in part by an increase in rent receivable in the current year and collections of client receivables and unbilled work in process in the prior-year period.

For the nine months ended June 30, 2005 and 2004, cash provided by investing activities was $294,087 and $1,987, respectively. The increase in cash provided by investing activities is primarily related to the net proceeds from the sale of substantially all of FORE Holdings’ properties.

For the nine months ended June 30, 2005 and 2004, cash used in financing activities was $300,772 and $6,290, respectively. The increase in cash used in financing activities is primarily due to the retirement of the secured credit tenant notes and distributions to owners in the nine months ended June 30, 2005 with no distributions in the comparable prior-year period.

At June 30, 2005 and 2004, cash and cash equivalents were $6,076 and $5,912, respectively. Cash and cash equivalents increased primarily as result of the proceeds from the sale of the six properties, lower interest expense in the current year and higher payments of accounts payable and accrued expenses in the prior year, largely offset by the extinguishment of the secured credit tenant notes and capital distributions.

As a result of the May 20, 2005 sale of substantially all the Company’s properties and the extinguishment of the secured credit tenant notes, the Company no longer has any significant ongoing working capital commitments or debt obligations. Our cash on hand, together with remaining net assets, are expected to fund remaining operating expenses and owner distributions in the next 12 months.

Note Regarding Forward-Looking Statements

This report contains forward-looking statements relating to our operations that are based on our current expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “intends,” “may,” “opportunity,” “plans,” “potential,” “projects,” “forecasts,” “should,” “will”, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made.

Our actual results may differ from the forward-looking statements for many reasons, including: a prolonged economic downturn or delays in liquidating the Company, which could have a material adverse effect on our results.

• A prolonged economic downturn could have a material adverse effect on our results.

• Our ability to successfully manage our significant capital investments.

• The cyclical nature of the real estate industry and possible oversupply of, or reduced demand for, space in our core markets could have a material adverse effect on our results.

• Changes in interest rates and the availability of financing.

• Competition from other properties in our core markets.

• Further declines in the overall economic activity in our core markets.

• The bankruptcy, insolvency or credit deterioration of our tenant.

• The need to periodically renovate, repair and re-lease space and the costs thereof.

• Increases in maintenance, insurance and operating costs.

• Civil unrest, acts of terrorism, earthquakes and other natural disasters or acts of God that may result in uninsured losses.

• Changes in the availability and affordability of insurance on commercially reasonable terms, in levels of coverage for our real estate assets and in exclusions from insurance policies for our real estate assets could result in increased premium costs.

• Changes in market rental rates and our ability to rent space on favorable terms could adversely impact our results.

• Changes in Hewitt Associates’ performance may affect the value of our investment in Hewitt Associates, thus impacting our results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason.

~~Item~~15 ~~3. Quantitative and Qualitative Disclosures about Market Risks~~

We are exposed to market risk related to interest rates primarily through our long-term debt and on our portfolio of cash and cash equivalents.

At December 31, 2004, 100% of our long-term debt was at a fixed rate. Our fixed rate debt consists of our secured credit tenant notes. At December 31, 2004, a 10 percent decrease in the levels of interest rates with all other variables held constant would result in an increase in the fair market value of our fixed rate debt of $6,695. At December 31, 2004, a 10 percent increase in the levels of interest rates with all other variables held constant would result in a decrease in the fair market value of our fixed rate debt of $6,430.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We are exposed to market risk related to interest rates primarily through our portfolio of cash and cash equivalents.

Our portfolio of cash and cash equivalents is designed for safety of principal and liquidity. We maintain a portfolio of cash equivalents in the highest rated money market investments and continuously monitor the investment ratings. The investments are subject to inherent interest rate risk as investments mature and are reinvested at current market interest rates.

Item 4. Controls and Procedures

~~Our~~Evaluation ~~Chairman and our chief financial officer has concluded, based on their evaluation as~~ of ~~the end of the period covered by this Quarterly Report, that the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of~~ ~~1934~~Disclosure ~~Rules~~Controls ~~13a-15(e)~~ and ~~15d-15(e))~~Procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes in the Company’s internal control over financial reporting during the three months ended December 31, 2004, that have materially affected, or reasonably likely to materially affect, the Company’s internal controls over financial reporting.

The chief executive and financial officer has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive and financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our chief executive and financial office to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2005 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is occasionally subject to lawsuits and claims arising out of the normal conduct of business. Management does not expect the outcome of pending claims to have a material adverse affect on the business, financial condition or results of operations.

ITEM 5. Other Information

On January 28, 2005, Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, and Hewitt Properties IV LLC, collectively the “Sellers”, entered into an Agreement of Sale and Purchase (the “Sale Agreement”) with Warmack JDG Investment II, LLC (“Buyer”), pursuant to which Buyer would purchase certain of the properties owned by the Sellers for a purchase price of $299,000,000. All of the lease obligations of these properties would be assigned to the Buyer at closing. The transaction is expected to close on April 28, 2005 and is contingent upon due diligence which must be completed by the Buyer by March 29, 2005. The Buyer can terminate the agreement without liability by delivering written notice to the Sellers prior to March 29, 2005. A copy of the Sale Agreement is attached hereto as Exhibit 2.1.

ITEM 6. Exhibits

Exhibits.

2.1 Agreement of Sale and Purchase between Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, Hewitt Properties IV LLC and Warmack JDG Investment II, LLC.


10.1		First Amendment to Agreement of Sale and Purchase between Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, Hewitt Properties IV LLC and Warmack JDG Investment II, LLC dated March 29, 2005 (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed May 25 2005).

31.1		Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

~~31.1~~ITEMS ~~Certification~~2, ~~of Chief Executive Officer pursuant to 15 U.S.C. Section 10A~~3, as4 ~~adopted~~And ~~pursuant~~5 Are toNot ~~Section~~Applicable ~~302~~And ofHave ~~the~~Been ~~Sarbanes-Oxley~~Omitted ~~Act of 2002 (filed herewith).~~

~~31.2~~17 ~~Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).~~

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

ITEMS 2, 3 And 4 Are Not Applicable And Have Been Omitted

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FORE HOLDINGS LLC
	(Registrant)
Date: February 9, 2005	By:	/s/ David L. Hunt
Date: August 9, 2005	By:	/s/ David L. Hunt
		David L. Hunt
		Chairman

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