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SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

For the fiscal year ended September 30, 2003

Commission File Number 000-50161

HEWITT HOLDINGS LLC

(Exact name of registrant as specified in its charter)

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

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

Securities registered pursuant to Section 12(b) of the Act: N/A

Securities registered pursuant to Section 12(g) of the Act: Limited Liability Company Interests

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x    No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in a definitive proxy statement or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x

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

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HEWITT HOLDINGS LLC

FORM 10-K

For The Fiscal Year Ended

September 30, 2003

INDEX

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PART I

Overview

Hewitt Holdings LLC is an Illinois limited liability company. We use the terms “Hewitt Holdings” and “the Company” to refer to Hewitt Holdings LLC and its subsidiaries. We use the term “Hewitt Associates” to refer to Hewitt Associates, Inc. and its subsidiaries and, with respect to the period prior to Hewitt Associates’ transition to a corporate structure on May 31, 2002, the businesses of Hewitt Associates LLC and its subsidiaries and its then affiliated companies, Hewitt Financial Services LLC and Sageo LLC (“Hewitt Associates LLC and Affiliates”).

We use the term “owner” to refer to the individuals who are current or retired members of Hewitt 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.

The Company was founded in 1940 and operated as a general partnership until 1994 when it converted to a limited liability company structure. On October 1, 1994, the Company’s name was changed to Hewitt Holdings LLC, Hewitt Associates LLC was formed as a wholly-owned subsidiary, and the operating business was assigned to Hewitt Associates LLC. Substantially all of the real estate assets and related mortgage debt were retained at Hewitt Holdings.

In fiscal 2002, Hewitt Associates completed its transition to a corporate structure. Hewitt Associates, Inc. was formed as a subsidiary of Hewitt Holdings and on May 31, 2002, Hewitt Holdings transferred all of its ownership interests in Hewitt Associates LLC to Hewitt Associates, Inc. in exchange for 70,819,520 shares of Class B common stock of Hewitt Associates, Inc. Each owner retained an interest in Hewitt Holdings following the transition and, through Hewitt Holdings, had an indirect interest in the shares of Class B common stock of Hewitt Associates, Inc. held by Hewitt Holdings. On June 27, 2002, Hewitt Associates, Inc. completed an initial public offering of shares of its Class A common stock. The shares of Class B common stock held by Hewitt Holdings approximated 72% of the outstanding common stock of Hewitt Associates, Inc. on that date.

On July 1, 2003, Hewitt Holdings distributed its shares of Class B common stock of Hewitt Associates to its owners, with the exception of certain owners resident outside the United States who continue to hold their shares through Hewitt Holdings (the “Distribution”). The distributed shares continue to be subject to the same restrictions with respect to voting, transfer and book to market phase-in as they were when held by Hewitt Holdings. The Distribution reduced Hewitt Holdings’ interest in Hewitt Associates to approximately 2% so that the Company no longer consolidates the results of Hewitt Associates, but accounts for the remaining investment in Hewitt Associates using the equity method of accounting.

Hewitt Holdings is a holding company whose only business since the Distribution is to own, finance, lease and sell real estate assets which are primarily used by Hewitt Associates in operating its business. The subsidiaries of Hewitt Holdings are 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. Hewitt Holdings owns real estate assets through the Property Entities. Substantially all of the activities of the Property Entities involve assets that are leased to Hewitt Associates. The investments in these properties were funded through capital contributions of Hewitt Holdings’ owners and third-party debt (see Item 2, Properties, for additional information).

During the fiscal years ended September 30, 2003, 2002, and 2001, Hewitt Associates’ revenues represented the majority of Hewitt Holdings’ total revenues. For additional information on Hewitt Associates, Inc., see below. We also refer you to Hewitt Associates, Inc.’s Fiscal Year 2003 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on November 18, 2003.

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Hewitt Associates, Inc.

Hewitt Associates, Inc. is a leading global provider of human resources outsourcing and consulting services. Prior to the Distribution, Hewitt Holdings consolidated the results of Hewitt Associates in its financial statements. As a result, the Company’s statements of operations and of cash flows for 2003 include the results of Hewitt Associates for the first nine months of fiscal 2003. For the remaining three months, the Company’s proportionate ownership and share of Hewitt Associates earnings have been reflected in the statements of operations and cash flows. As of September 30, 2003, the Company owned approximately 2% of Hewitt Associates, Inc.

On June 5, 2003, Hewitt Associates acquired Cyborg Worldwide, Inc., the parent of Cyborg Systems, Inc. (“Cyborg”), a global provider of human resources management software and payroll services. On June 15, 2003, Hewitt Associates acquired Northern Trust Retirement Consulting (“NTRC”), the benefits administration and retirement consulting and actuarial businesses of the Northern Trust Corporation.

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Business Segments

Hewitt Associates’ two principal business segments are outsourcing and consulting:

Of Hewitt Associates’ $1.5 billion of net revenues for the first nine months of 2003, 62% were generated in its outsourcing business and 38% were generated in its consulting business. Hewitt Associates’ outsourcing business is comprised of three core benefits administration services, its new payroll administration service and the workforce management solution. Hewitt Associates’ consulting business is comprised of three core service areas, including health management, retirement and financial management, and talent and organization consulting. For more information on Hewitt Associates’ outsourcing and consulting businesses, please see our consolidated financial statements and Segment Results included elsewhere in this Annual Report on Form 10-K.

Subsequent to the Distribution, Hewitt Holdings has one business segment consisting of its real estate operations.

Outsourcing

Today, the most significant part of Hewitt Associates’ Outsourcing segment consists of benefits outsourcing services, which includes three principal categories of employee benefit programs:

Building on Hewitt Associates’ experience in benefits outsourcing, Hewitt Associates has extended its benefits outsourcing approach and developed a solution for workforce management. Hewitt Associates’ recent acquisition of Cyborg also expands its service offering to include payroll administration on a stand-alone basis and enables it to provide its clients with a comprehensive range of workforce management solutions.

Outsourcing represented 62% of our HR services revenues in fiscal 2003. Hewitt Associates delivers outsourcing services primarily to organizations with more than 10,000 employees which have complex human resources and benefit programs. Hewitt Associates’ outsourcing clients typically sign three- to five-year contracts and most of its clients have renewed their contracts upon expiration of the initial term.

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Through an integrated suite of technologies that span infrastructure, data-warehousing, human resources applications, security, service centers, portals and content management, Hewitt Associates provides automated solutions to its clients’ human resources and benefits-related processes that is flexible enough to adapt to a broad range of program complexity and to accommodate the needs of clients ranging in size from less than 1,000 to well over 500,000 employees. Hewitt Associates’ outsourcing services are designed to help clients eliminate inefficiencies in human resources and benefits delivery to employees, continue to meet business objectives in a changing environment and meet compliance obligations of their human resources and benefits programs. Hewitt Associates relieves human resources managers of the resource-intensive day-to-day processes required in the administration of human resources and benefits programs, including recordkeeping, data management, systems integration, and transaction and decision support. Hewitt Associates follows a comprehensive process to develop an understanding of its clients’ needs, learn their systems and culture and jointly define their objectives. Hewitt Associates’ comprehensive approach provides a secure solution to manage employee data, record and manage transactions directed by employees, managers, and human resources professionals and administer human resources, benefits, and payroll processes. In addition, Hewitt Associates transmits and transfers data between its clients and both their employees and outside parties (such as health plans, trustees and investment managers). Hewitt Associates also provides employers with web-based tools that enable them to report on and analyze the effectiveness and the return on investment in their benefits, compensation, and human resources programs and facilitate project management with us.

Hewitt Associates’ outsourcing services enable clients to satisfy their employees’ and managers’ needs for information, decision-making tools and support, and ability to take action related to benefits, payroll, and human resources.

Health and Welfare. Hewitt Associates’ health and welfare outsourcing services are a natural extension of its health management consulting capabilities. Administering health and welfare benefit programs is an important and complex task for employers who must manage both the rising cost of providing health insurance and employees’ demands for increased choice of health and welfare benefit options. Every year, each company has a period of time (typically three to four weeks) during which employees are required to make decisions regarding their health and welfare options and enroll in programs for the following year. Each employer must communicate its benefit offerings by providing employees with information explaining the available options and answering employees’ questions regarding the various alternatives. Once employees have submitted their choices, the employer must then accurately communicate these choices to provider organizations. For companies managing benefits administration internally, staffing a human resources department with adequate support to effectively and efficiently handle this annual surge of activity is extremely challenging. Furthermore, ongoing health and welfare administration requires managing payroll deduction and status data that determine each participant’s health plan eligibility and transmitting eligibility data to health plans and providers.

Hewitt Associates’ technology-based delivery model offers employers a cost-effective and efficient solution to their health and welfare benefits administration needs. Hewitt Associates is able to manage the annual enrollment process in a seamless manner for the employer and has the ability to clearly communicate to employees their available choices. Hewitt Associates also is able to deliver significant value to its clients outside of the annual enrollment process and in the context of ongoing benefits administration. For example, Hewitt Associates Connections^™, Hewitt Associates’ automated data management and premium payment process, connects it with more than 250

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insurance companies and other health plan providers in the United States, Canada and Puerto Rico, facilitating data transfer, resolving quality issues, validating participant eligibility and paying premiums in order to eliminate overpayment to health plans. Additionally, Hewitt Associates offers automatic payment of employees’ portion of program costs, providing significant efficiencies to the employer and helping to ensure that contributions to health plans for inactive employees and retirees are appropriately credited. Further, Hewitt Associates documents and reports issues and statistics to assist plan sponsors in driving better plan performance.

Hewitt Associates’ services are available to employees 24 hours a day, seven days a week. Your Benefits Resources^™ enables employees to enroll in and manage their health and welfare benefits via the Internet. In addition to using Your Benefits Resources^™ to obtain information about the various options available and model their health and welfare benefit costs under various assumptions, employees can also use Hewitt Associates’ automated voice response system or call centers. Additionally, ProviderDirect, another web-based service, allows employees to identify in-network medical providers by criteria such as specialty, location and gender. Hewitt Associates’ Participant Advocacy service provides assistance directly to employees regarding the resolution of health plan eligibility, access and claim issues.

Based on its knowledge of the marketplace and the number of employees to whom Hewitt Associates provides services, Hewitt Associates believes it is the largest provider of outsourced health and welfare administrative services. Hewitt Associates believes its experience and expertise in managing complex health and welfare plan administration issues will be a significant factor in the continued growth of this business, especially as plan sponsors continue to focus on managing the cost of multi-option health and welfare programs.

Defined Contribution. Most companies outsource the administration of their defined contribution plans. Defined contribution administration requires management of significant volumes of participant, payroll and investment fund data and transactions, and daily transaction data transmissions between companies and their defined contribution plan trustees and asset managers, as well as daily posting of investment results to employees’ individual defined contribution accounts.

Unlike many of its competitors who provide defined contribution outsourcing services as a means to accumulate plan assets in their proprietary investment funds, Hewitt Associates does not manage investments. As a result, Hewitt Associates is able to maintain an objective, independent position regarding its clients’ choices of funds to include in their plans. Hewitt Associates’ focus is on providing reliable, high quality and comprehensive services to both the plan sponsor and to the employee.

Through its Total Benefit Administration^™ system, Hewitt Associates maintains and manages defined contribution data for clients, while accommodating clients’ choices of trustees and investment funds. This allows clients to provide defined contribution programs that their employees value, transfer the administrative burden for these programs and control costs. In addition, Hewitt Associates works with researchers at leading academic institutions to analyze the considerable amounts of data it accumulates to identify trends in participant investment behavior. This additional intelligence allows Hewitt Associates to help its outsourcing clients refine their strategy for meeting employees’ investment needs.

Hewitt Associates provides web-based access 24 hours a day, seven days a week through its Your Benefits Resources^™ site for employees to make various elections and changes to their defined contribution accounts. Employees can also use Hewitt Associates’ automated voice response system or call centers to ask questions and make various elections and changes. This is appealing to employees who increasingly desire the ability to actively manage their investments. Through integrated Your Benefits Resources^™ capabilities, Hewitt Associates also provides employees with access to investment advice from third party vendors and self-directed brokerage account options through its subsidiary, Hewitt Financial Services, and its alliance with Harrisdirect, a leading provider of on-line brokerage services.

According to a survey conducted by Plan Sponsor magazine, Hewitt Associates is the third largest provider of outsourced defined contribution administration services based on number of employees. Based on its knowledge of the marketplace and number of employees to whom it provide services, Hewitt Associates believes it is the largest

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provider of outsourced defined contribution administration services that is not also an asset manager. While the domestic market for defined contribution outsourcing is relatively well-developed, Hewitt Associates believes the international markets offer it opportunities for expansion as employers in many countries outside the United States are beginning to adopt defined contribution plans. Hewitt Associates believes its global reach and its strategy to increase its international presence will provide an opportunity to grow this service offering. Hewitt Associates believes industry consolidation will provide other opportunities for expansion in this area. For example, in 2002, Hewitt Associates partnered with National City Corporation to provide 401(k) administration services, including recordkeeping and customer service, to National City Corporation clients.

Defined Benefit. Most mid-sized and large employers continue to sponsor defined benefit (pension) plans. Pension plans are subject to numerous laws and regulations and the administration of them has historically been extremely complex and paper-intensive, resulting in challenges for employers. Because inaccurate or improper plan administration can have significant adverse consequences, many employers seek third-party providers to administer their plans.

Hewitt Associates’ defined benefit outsourcing services were a natural extension of the retirement and financial management consulting services that it has provided since its inception. Through its Total Benefit Administration^™ system, Hewitt Associates has re-engineered, streamlined and shortened the traditional processing of an employee’s retirement. Hewitt Associates’ approach relies on a high degree of automation for both calculations and execution of transactions for each participant. Total Benefit Administration^™ includes a database that captures all historical data for current and past employees, enabling employers to accurately apply plan provisions to appropriate participant populations, and often times, for multiple plans. Additionally, for employers who are implementing plan changes, Total Benefit Administration^™ offers an Internet channel that provides employers with decision-making support.

Through Your Benefits Resources^™, Hewitt Associates provides employees convenient and easy-to-use web based tools to model their benefits based on various retirement dates, information regarding their retirement options, and the ability to initiate and process their retirement on-line. Employees can also use Hewitt Associates’ automated voice response system to model their benefits. Through its call centers, Hewitt Associates provides access to pension counselors who are knowledgeable about employees’ pension programs and options and who can explain the often complex process of how their pension plans work.

Based on its knowledge of the marketplace and the number of employees to whom it provides services, Hewitt Associates believes it is the largest provider of outsourced defined benefit administration services. Further, Hewitt Associates believes that only a small percentage of organizations have outsourced their defined benefit administration to date. Hewitt Associates believes there are growth opportunities for it as it continues to leverage its technology, expertise and experience to bring defined benefit outsourcing services to companies which have not yet outsourced their defined benefit plans.

Workforce Management. Hewitt Associates has built on its experience in outsourcing and consulting to provide a workforce management solution. This service enables its clients to outsource a wide range of human resources administrative functions, including workforce administration, rewards management, recruiting and staffing, performance management, learning and development, and talent management. Through its workforce management solution, Hewitt Associates enables companies to streamline their human resources administration and processes in order to enhance effectiveness and reduce costs, and to employ web-based technologies to automate processes and transactions. By outsourcing their human resources functions to Hewitt Associates, companies are able to receive improved services and tools for employees, managers and the human resources function without having to continually invest capital and resources to keep pace with rapidly developing human resources technologies and processes. This service is provided through a combination of its own capabilities and alliances with other specialized providers.

In fiscal year 2002, Hewitt Associates completed initial implementation work for its first workforce management client, the U.S. operations of Sony Electronics, and successfully launched operations on October 1, 2002. Hewitt Associates now has four workforce management clients. For its second workforce management client, a large pharmacy benefits management company, health and welfare outsourcing services started in November 2002 and defined benefit and workforce management services started in April 2003. Implementation work is also underway for Hewitt Associates’ third and fourth workforce management clients. The third client is a healthcare organization and

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Hewitt Associates commenced workforce management services in early fiscal 2004. The fourth client is a global financial services organization and Hewitt Associates expects that workforce management services will commence on a global basis in the second half of fiscal 2004. During 2003, Hewitt Associates also expanded services for its first client. Hewitt Associates’ new workforce management offering is an important element of its outsourcing growth strategy.

Payroll. Hewitt Associates’ acquisition of Cyborg gives it the capability to provide payroll services both through licensing and installing software and through a fully outsourced payroll services model. Hewitt Associates believes that the demand for payroll services among large companies is significant and growing, and it expects to provide value to clients by applying the same human resources experience, continuous systems enhancement and process improvement to payroll that it has to its other outsourcing services.

Through its payroll business, Hewitt Associates now provides installed human resources management system and payroll software as well as outsourced payroll processing. The range of payroll processing services Hewitt Associates offers includes: payroll processing, time and attendance management, tax and other regulatory compliance assistance, and year-end tax and other payroll reporting. Hewitt Associates expects to build on its experience in human resources outsourcing to extend the core Cyborg system to offer a fully outsourced payroll model.

As a natural extension of the workforce management outsourcing work it does for Sony, Hewitt Associates will also begin providing outsourced payroll services to Sony in January 2004.

Consulting

Consulting represented 38% of our HR services revenues in fiscal 2003. Hewitt Associates offers consulting services to a diverse range of clients. In today’s increasingly service and knowledge-based economy, companies regard the effective management of human capital as critical to the success of their business. Companies recognize that in order to attract, motivate and retain talented employees, they must provide benefits, compensation and other human resources programs that employees view as valuable as well as the tools to enable employees to make choices and conduct related transactions.

To meet this need, Hewitt Associates provides a wide array of consulting and actuarial services covering the design, implementation and operation of health and welfare, compensation and retirement plans and broader human resources programs and processes. In addition, Hewitt Associates uses the information and data it collects and analyzes through its outsourcing services to develop consulting approaches that are effective and provide value to its clients.

Hewitt Associates’ consulting services consist of three principal categories:

Health Management. Increasing health care costs present a challenge for many companies at a time when employees expect broader and more cost-effective health care choices and general economic conditions place demands on employers to reduce spending. Hewitt Associates believes it has an opportunity to help employers control these escalating costs and take advantage of the transformation of health and welfare benefits from a managed care to a consumer-driven system in which employees are provided with cost and quality information tools to more effectively manage their use of the health care system. Hewitt Associates’ health management consultants help clients design comprehensive health and welfare strategies, from the initial philosophical approach to specific benefit plan content that supports its clients’ human resources strategies. Hewitt Associates assists its clients in the selection of health plans that balance cost and value and improve employee satisfaction. Hewitt Associates also helps clients determine which funding approaches (i.e., insured, self-insured, or risk adjusted insured) and employee contribution strategies will best meet their objectives.

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Hewitt Associates helps clients achieve these goals through its proprietary technology applications and tools that it has developed, including:

Hewitt Associates believes it continues to be well-positioned to address the growing, complex and changing needs for health benefit management services through its integrated approach, enabling it to provide high-value, cost-effective solutions to meet the specific objectives of its clients.

Hewitt Associates’ health management consulting business is closely integrated with its health and welfare benefits outsourcing business to provide a comprehensive solution from strategy and design to delivery and administration of health and welfare benefits. Hewitt Associates is able to extract detailed design, demographic and health plan cost data from its outsourcing clients and aggregate the data to provide unique insights for its consulting clients into the quality, cost efficiency and rate structure of nearly every local health plan in the United States. Furthermore, due to its health and welfare outsourcing experience, Hewitt Associates is able to design programs that not only meet clients’ business objectives, but that also can be administered, communicated and delivered efficiently and cost effectively. In addition, for its consulting clients that are also outsourcing clients, Hewitt Associates is able to leverage the data and knowledge it accumulates through outsourcing to create efficiencies, speed implementation and execution of strategies and enhance its service offering in providing consulting services to them.

Retirement and Financial Management. Virtually all large companies sponsor retirement plans as part of their overall employee benefit programs–either defined benefit plans, defined contribution plans or a combination of these plans. Many large companies also offer retiree medical and life insurance benefits as part of their overall retirement benefit program. Over the past few decades, the liabilities and assets which underlie these programs have grown considerably, and the regulatory and accounting standards which govern retirement plans have become increasingly complex. Additional services are often needed with respect to retirement plans in the case of significant corporate events or changes such as workforce reductions, early retirement programs, mergers or acquisitions. All of this has contributed to a continuing demand for retirement-related consulting.

Hewitt Associates’ retirement and financial management business, which it refers to as “RFM”, assists clients in three primary activities: (i) developing overall retirement program designs that are aligned with the needs of companies and their employees; (ii) providing the actuarial analysis in support of clients’ plan funding and expensing obligations; and (iii) consulting on asset allocation, investment policies and investment manager evaluation.

There has been significant activity around retirement program redesign, as companies look to simplify plans, better manage overall program costs and risks, and align their program design with their business objectives. Hewitt Associates’ RFM consultants work with clients to understand their business and workforce strategies, to define their philosophy with respect to retirement programs, and to design programs that reinforce the key messages to their workforce, while also helping to ensure that the programs comply with applicable governmental regulations. To assist in the design process, Hewitt Associates has developed a variety of interactive, real-time modeling and analytical tools to help employers understand the effect of program changes on individual employees and to highlight the issues inherent in making an effective transition from one program to another. Hewitt Associates measures the competitive position of its clients’ retirement programs using its proprietary Benefit Index^® tool, which calculates the relative value of a company’s benefit program compared to a group of selected companies in the same industry, of similar size or in the same geographic region. Hewitt Associates believes Benefit Index^® is the industry benchmark for measuring the relative value of an organization’s retirement program. Hewitt Associates also helps employers develop individual websites, often with modeling capabilities, to communicate the details of new

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retirement programs and often to allow employees to project their own benefits under different assumptions or program choices.

When employers sponsor defined benefit plans or retiree welfare plans, they typically require the services of a qualified actuary. Actuarial relationships tend to be long-standing, ongoing engagements, and actuarial services represent a significant portion of the RFM business. As actuaries for a plan, Hewitt Associates calculates the plan’s funded status, the annual cash contribution requirements under applicable governmental requirements, the annual expense impact under applicable accounting standards and other benefit related information for the company’s annual financial statements. In addition to these services, Hewitt Associates’ RFM actuarial consultants provide additional benefit plan services by assisting with the annual budgeting and planning process, preparing financial projections for asset and liability trends (a joint effort with RFM investment consultants) and providing cost analyses during union negotiations. RFM actuarial consultants also assist clients in due diligence investigations and analyses of proposed mergers, asset sales, acquisitions and other corporate restructurings to help clients understand the implications of such transactions on the liabilities and funded status of the plan, as well as on the future cash contribution and expense trends.

Hewitt Associates’ RFM investment consultants work with fiduciaries of both defined contribution and defined benefit plans to help them set investment philosophies, determine asset allocations and select asset managers. Hewitt Associates also monitors the performance of a large number of asset managers and, since it does not manage assets, it is able to provide clients with objective and independent analysis of investment policies and procedures.

Hewitt Associates’ RFM consulting business is closely aligned with its defined benefit and defined contribution outsourcing business. With its full range of services, Hewitt Associates is able to provide comprehensive retirement program solutions for clients, from strategy and design of retirement plans to actuarial and investment services and administration, communication and implementation of retirement plans. For consulting clients that are also outsourcing clients, Hewitt Associates is able to leverage the data and knowledge it accumulates through outsourcing to assist them in developing plan design features and actuarial services better suited to their specific needs.

Hewitt Associates expects that its RFM services will continue to contribute to its overall growth, especially as clients have begun to adopt a global outlook and focus on selecting consultants with international capabilities. Over the past several years, Hewitt Associates has expanded its global RFM capabilities significantly, through both internal growth and a series of acquisitions and alliances in Canada, France, Germany, Hong Kong, Ireland, Mexico, The Netherlands, Norway, Portugal, Sweden, Switzerland and the United Kingdom.

On June 5, 2002, Hewitt Associates acquired the benefits consulting business of Bacon & Woodrow, a leading actuarial and benefits consulting firm in the United Kingdom. We refer you to Note 6 to the consolidated financial statements for additional information on this acquisition. Hewitt Associates’ increased presence in the United Kingdom, where many of its clients also have significant operations, has enhanced its ability to offer global design, communication, actuarial and investment consulting services.

Talent and Organization Consulting. Hewitt Associates’ talent and organization consulting business is focused on four primary activities: (i) devising strategies for attracting, developing, motivating, rewarding and retaining the leadership and other talent its clients need to succeed; (ii) providing solutions to the people-related issues arising from organizational change (such as mergers and acquisitions); (iii) helping create and implement customized reward and performance management programs, including annual incentives, stock options and other performance-based plans; and (iv) reducing costs and enhancing its clients’ productivity through more effective human resource functions and processes.

Hewitt Associates’ services continue to focus on helping clients address the challenges of finding, managing, engaging and rewarding talented employees and leaders. Meeting these challenges successfully is expected to become even more important as the competition for talent becomes more intense. The U.S. Bureau of Labor Statistics has estimated that the number of 25 to 44-year-old workers is expected to drop from approximately 70 million in 2000 to 68 million by 2010, while the trend of low unemployment among college educated professionals (2.9% in 2002) continues. There are similar trends in other countries globally. Hewitt Associates expects competition for qualified people to intensify as the pool for talent decreases but the need for that talent increases. Hewitt Associates believes this trend makes its services that much more valuable and attractive to clients.

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Through its numerous talent and rewards tools, data and services, Hewitt Associates helps companies align their human resources investments with their business objectives, identifying critical human resources practices based on a given business environment, geography and labor force situation. For example, Hewitt Associates’ Total Compensation Measurement^™ and Variable Compensation Measurement^™ tools enable clients to analyze and assess compensation effectiveness and to compare their compensation programs with over 590 companies in the U.S alone, including approximately 75 of the Fortune 100. Hewitt Associates also helps clients use focus groups, interviews, surveys and other methods to better understand their workforce, enhance their relationships with their employees and encourage the types of behavior that ensure business success.

Hewitt Associates’ talent and organization consultants also assist clients with significant human resources issues arising out of events such as mergers and acquisitions, divestitures, initial public offerings, spin-offs, joint ventures and other restructurings. In each of these organizational changes, people play a critical role in determining the ultimate success or failure of the transactions. Hewitt Associates’ Hewitt Mergers & Acquisitions Management Center^™, a website supporting project management and providing access to technical expertise needs ranging from due diligence to integration, enables seamless collaboration between its clients, consultants and external service providers.

Hewitt Associates’ human resources effectiveness consulting service helps clients reduce human resources operating costs, generate more productivity in the workforce, and drive more effective people-related decisions. Hewitt Associates’ consultants employ technologies and tools to analyze the activities and costs of the human resources function in order to improve efficiencies, reduce costs and enhance effectiveness of the function.

As companies continue to expand globally and seek assistance in developing and implementing successful organizational change, Hewitt Associates anticipates that its services will be in increasing demand. As demographic projections indicate an increasing shortage of talent globally, Hewitt Associates also expects that clients will require assistance in creating effective strategies for attracting and retaining talent and for compensating them in a way that is aligned and consistent with broader business objectives.

Hewitt Associates’ talent and organization consulting business is closely aligned with its workforce management outsourcing services to help clients transform their human resources processes and improve the efficiency and effectiveness of the human resources function. Hewitt Associates also provides communication, training and change management services to support this transformation. Hewitt Associates believes it will be able to leverage its deep human resources knowledge and consulting experience in this transformation process to benefit additional outsourcing clients in the future.

Client Development

Hewitt Associates has an integrated, strategic approach to client development that helps it establish deep, long-term client relationships based on trust and partnership. Unlike many firms, Hewitt Associates has had a dedicated group managing this process for more than 30 years.

Hewitt Associates view its clients’ human capital management challenges as an integrated whole, and offers solutions to those challenges that bring together its best thinking on health care management, retirement management, talent and organization change, and human resources services delivery. Hewitt Associates believes this differentiates it from other providers of either consulting or outsourcing services.

Hewitt Associates’ client development employees play an important role in helping it understand and assess its clients’ human resources challenges in the context of their overall business. They also help to formulate comprehensive solutions that account for and incorporate the complete range of human resources strategy, design, implementation, communication, administration, and customer services in an integrated fashion across and within Hewitt Associates’ outsourcing and consulting businesses.

Hewitt Associates’ client development employees are responsible for expanding its client base, developing additional business with existing clients and overall client satisfaction. In addition, they are responsible for ensuring that Hewitt Associates’ work is delivered to both its and its clients’ standards and expectations.

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The acquisition and management of Hewitt Associates’ client relationships is supplemented and supported by teams of employees from the various disciplines within its business. These employees help Hewitt Associates ensure that it has both the proper coverage and appropriate expertise to demonstrate to clients that it has the capabilities required to address the most complex human resources challenges these organizations face.

Hewitt Associates serves a diverse client base and does not experience significant industry concentration among its clients. Also, no client represented more than 10% of HR services revenues in fiscal 2003, 2002 or 2001.

Intellectual Property

Hewitt Associates recognizes the value of intellectual property in the marketplace and vigorously creates, harvests and protects its intellectual property. Hewitt Associates’ success has resulted in part from its proprietary methodologies, processes, databases and other intellectual property, such as its Total Benefit Administration^™ system, Benefit Index^® and other measurement tools.

To protect its proprietary rights, Hewitt Associates relies primarily on a combination of:

Hewitt Associates holds no patents and its licenses are ordinary course licenses of software and data. While Hewitt Associates has a number of trademarks, including some obtained in the Bacon & Woodrow acquisition, none of its trademarks are material to the operation of its business.

Competition

Hewitt Associates operates in a highly competitive and rapidly changing global market and competes with a variety of organizations. In addition, a client may choose to use its own resources rather than engage an outside firm for human resources solutions.

Outsourcing. The principal competitors in Hewitt Associates’ benefits outsourcing business are outsourcing divisions of large financial institutions, such as CitiStreet (a partnership between subsidiaries of State Street and Citigroup), Fidelity Investments, Mellon Financial (through its subsidiary, Mellon HR Solutions), Merrill Lynch, Putnam Investments, T. Rowe Price and the Vanguard Group, and other firms that provide benefits outsourcing services such as Towers Perrin. Some of Hewitt Associates’ payroll competitors include Automatic Data Processing, Ceridian and Paychex while its principal workforce management competitors include some of its benefits outsourcing competitors and companies such as Accenture, Electronic Data Systems and Exult.

Consulting. The principal competitors in Hewitt Associates’ consulting business are consulting firms focused on broader human resources, such as Mercer Human Resource Consulting, Towers Perrin and Watson Wyatt Worldwide. Hewitt Associates also faces competition from smaller benefits and compensation firms, as well as from public accounting, consulting and insurance firms offering human resources services.

The leasing of real estate is highly competitive. We compete for tenants with lessors and developers of similar properties located in our respective markets primarily on the basis of location, rent charged, services provided, and the design and condition of our buildings. The real estate markets we compete in include suburban Chicago, Illinois, suburban Houston, Texas, and Orlando, Florida.

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Employees

Hewitt Holdings has no employees. From May 31, 2002, through September 30, 2007, Hewitt Associates will provide certain support services to Hewitt Holdings, primarily in the financial, real estate and legal departments, as may be requested from time to time. Hewitt Holdings will pay Hewitt Associates an annual fee of $50,000 for basic services. Hewitt Associates charges for additional services on a time and materials basis. Through September 30, 2003, fees for all services Hewitt Associates has provided under the services agreement, totaling $425,208 in 2003 and $16,667 in 2002, have been paid by Hewitt Holdings. Prior to the Distribution, as of June 30, 2003, Hewitt Associates had approximately 15,000 employees. We also refer you to Item 11 Executive Compensation, for additional information on Executive services and related remuneration.

Website Access to Company Reports and Other Information

We make available free of charge our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable, through Hewitt Associates website, www.hewitt.com, after such material is electronically filed with the Securities and Exchange Commission. Hewitt Associates’ internet website and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.

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Our mailing address is 100 Half Day Road, Lincolnshire, Illinois 60069.

Hewitt Holdings owns the following office real estate assets and leases the office space to Hewitt Associates. Each lease was entered into on terms comparable to those which would have been obtained in an arm’s length transaction.

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There are three related party operating leases between Overlook Associates and Hewitt Associates covering a portion of the complex that constitutes Hewitt Associates’ global headquarters in Lincolnshire, Illinois. Overlook Associates is a majority-owned, but not a controlled investment of, Hewitt Holdings LLC. As of September 30, 2003, the minimum aggregate lease payments on these leases totaled $126 million. The material terms of each lease are set forth below:

Total lease payments from Hewitt Associates to Hewitt Holdings and Overlook Associates were $34 million in 2003, $40 million in 2002 and $39 million in 2001. The decrease in total lease payments between 2003 and 2002 is the result of the sale of two of Hewitt Holdings real estate assets in 2003. Intercompany capital lease obligations and intercompany rent expense and income have been eliminated in consolidation through July 1, 2003, the de-consolidation date of Hewitt Associates. As of July 1, 2003, the Company’s remaining real estate assets and the related debt and interest and depreciation expense are reflected on the consolidated balance sheet and statement of operations, respectively. We refer you to Note 17, Related Party Transactions, in the notes to the consolidated financial statements for information on these arrangements.

We are not engaged in any legal proceeding that we expect to have a material adverse effect on our business, financial condition or results of operations. In the ordinary course of our business, we are routinely audited and subject to inquiries by government and regulatory agencies.

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2003.

PART II

There is no established public trading market for the LLC Interests. Please see Item 12 Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters. The Company does not have any other class of equity securities.

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Transfers of LLC Interests are expressly prohibited without the written consent of the Executive Committee. The restriction on transfers prohibits the assignment, sale, pledge, or other encumbrance or disposition of the LLC Interests or any interest therein. There are no outstanding options or warrants to purchase, or securities convertible into equity of the Company.

The LLC Interests have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be resold unless an exemption from registration is available. Holders of LLC Interests have no right to require registration of the LLC Interests and the Company does not intend to register the LLC Interests under the Securities Act or otherwise take any action to cause an exemption from registration (whether pursuant to Rule 144 of the Securities Act or otherwise) to be available. The Company does not intend to list the LLC interests on any exchange, have the LLC interests quoted by a securities broker or dealer, nor have the LLC interests admitted for trading in any market, including the over-the-counter market.

As of November 30, 2003, there were 514 record holders of LLC Interests.

Prior to Hewitt Associates’ transition to a corporate structure and pursuant to a distribution agreement, Hewitt Associates distributed approximately $152.5 million of accounts receivable and $55 million of cash to Hewitt Holdings. The assignment was without recourse to Hewitt Associates and was used to fund distributions to the owners of accumulated earnings. During fiscal 2003, the Company distributed approximately $109 million of cash to its owners in respect of such accumulated earnings.

In December 2002, Hewitt Holdings distributed approximately $11 million to its owners to fund their pension obligations under the Company’s pension plan.

In December 2002 and January 2003, the Company also distributed approximately $3 million to its foreign owners in exchange for their interests in the real estate held by the Company.

In April and May 2003, the Company distributed approximately $6 million and $16 million, respectively, to its owners representing proceeds from the sales of two of its properties.

On July 1, 2003, the Company distributed the shares of Class B common stock of Hewitt Associates to its owners, with the exception of certain owners resident outside the United States who will continue to hold their shares through Hewitt Holdings.

The Company intends to make cash distributions of the net proceeds resulting from the sale of its real estate assets as the real estate assets are sold from time to time. Any such distributions will be made to owners in proportion to their LLC Interests.

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The selected consolidated financial data set forth below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated and combined financial statements, notes thereto and other financial information included elsewhere herein.

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The following information should be read in conjunction with our consolidated financial statements and related notes, included elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion and analysis 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 “Hewitt Holdings” and “the Company” to refer to Hewitt Holdings LLC and its subsidiaries. We use the term “Hewitt Associates” to refer to the business of Hewitt Associates, Inc. and its subsidiaries and, with respect to the period prior to Hewitt Associates’ transition to a corporate structure on May 31, 2002, the businesses of Hewitt Associates LLC and its subsidiaries and its then affiliated companies, Hewitt Financial Services LLC and Sageo LLC (“Hewitt Associates LLC and Affiliates”). We use the term “Property Entities” to refer to Hewitt 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 “owner” to refer to the individuals who are current or retired members of Hewitt 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 “2003” or “fiscal 2003” means the twelve-month period that ended September 30, 2003. 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, included elsewhere in this Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform with the current year presentation.

Overview

Prior to July 1, 2003, Hewitt Holdings held approximately 71% of the outstanding common stock of its principal operating subsidiary, Hewitt Associates, for the benefit of Hewitt Holdings’ owners. On July 1, 2003, Hewitt Holdings distributed the shares of Hewitt Associates’ Class B common stock to its owners, with the exception of certain owners resident outside the United States who will continue to hold their shares through Hewitt Holdings (the “Distribution”). Following the Distribution, Hewitt Holdings’ ownership in Hewitt Associates decreased to approximately 2%. Hewitt Holdings applies the equity method of accounting for its investment in Hewitt Associates so that only Hewitt Holdings’ share of Hewitt Associates’ earnings will be recognized as Hewitt Holdings’ other income. Beginning on July 1, 2003, Hewitt Holdings’ only business is owning, financing and leasing real estate assets which are primarily used by Hewitt Associates in operating its business. As a result of the Distribution and subsequent de-consolidation of Hewitt Associates, Hewitt Holdings’ consolidated balance sheet as of September 30, 2003 does not reflect the consolidated assets, liabilities and equity of Hewitt Associates. However, the Company’s consolidated statement of operations and statement of cash flows for 2003, includes Hewitt Associates’ results for the nine months ended June 30, 2003, prior to the Distribution.

Prior to the July 1, 2003 Distribution, Hewitt Associates was the principal operating business of the Company. Hewitt Holdings’ total revenues were comprised of Hewitt Associates’ HR services revenues. Hewitt Holdings’ third-party rental income was not material in relation to the consolidated HR services revenue. As a result of the Distribution, however, rental revenues have been reclassified to revenue in all periods.

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Hewitt Associates, Inc.

On May 31, 2002, Hewitt Associates completed its transition to a corporate structure. Hewitt Associates, Inc. was formed as a subsidiary of Hewitt Holdings and Hewitt Holdings transferred all of its ownership interests in Hewitt Associates LLC and Affiliates to Hewitt Associates, Inc. In its limited liability company form, Hewitt Holdings’ owners were compensated through distributions of Hewitt Associates’ income rather than through salaries, benefits and performance-based bonuses, and Hewitt Holdings did not incur any income tax. Upon Hewitt Associates’ transition to a corporate structure, owners who worked in the business became employees of Hewitt Associates and their compensation was then recorded within compensation and related expenses and Hewitt Associates became subject to corporate income taxes.

On June 5, 2002, Hewitt Associates acquired the benefits consulting business of Bacon & Woodrow (“Bacon & Woodrow”), an actuarial and benefits consulting firm in the United Kingdom. The purchase price totaled $259 million and consisted of 9.4 million shares of Hewitt Associates’ common stock valued at $219 million, $39 million of assumed net liabilities and approximately $1 million of acquisition-related costs. For additional information on the Bacon & Woodrow acquisition, we refer you to Note 6 to our consolidated financial statements. The results of operations for Bacon & Woodrow’s benefits consulting business are consolidated in the Company’s historical results from the date of the acquisition, June 5, 2002, through July 1, 2003, the date of the de-consolidation of Hewitt Associates.

On June 27, 2002, Hewitt Associates sold 11,150,000 shares of its Class A common stock at $19.00 per share in its initial public offering. In July 2002, the underwriters exercised their over-allotment option to purchase an additional 1,672,500 shares of the Class A common stock at $19.00 per share. The combined transactions generated approximately $219 million in net cash proceeds for Hewitt Associates after offering expenses.

On June 5, 2003, Hewitt Associates acquired Cyborg Worldwide, Inc., the parent of Cyborg Systems, Inc. (“Cyborg”), a global provider of human resources management software and payroll services. The consolidated results of operations for Cyborg are included in Hewitt Associates’ results and the Outsourcing segment from the acquisition date (see Note 6 to the consolidated financial statements) through July 1, 2003, the date of the Distribution and de-consolidation of Hewitt Associates.

On June 15, 2003, Hewitt Associates acquired the benefits administration and retirement consulting and actuarial businesses of the Northern Trust Corporation. The consolidated results of the benefits administration and retirement consulting and actuarial businesses of the Northern Trust Corporation are included in Hewitt Associates’ results and the Outsourcing and Consulting segments from the acquisition date (see Note 6 to the consolidated financial statements) through July 1, 2003, the date of the Distribution and de-consolidation of Hewitt Associates.

Segments

Prior to the Distribution and de-consolidation of Hewitt Associates, the Company had two reportable segments:

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While Hewitt Associates reports revenues and direct expenses based on these two segments, Hewitt Associates presents its offering to clients as a continuum of human resources services.

Subsequent to the Distribution, Hewitt Holdings has one business segment consisting of its real estate operations. For fiscal 2003, real estate operating income was not material.

Outsourcing

Since Hewitt Associates first began providing outsourcing services in 1991, Hewitt Associates has made significant investments in technology, personnel and office space to build Hewitt Associates’ capabilities and address market opportunity. To maintain its outsourcing leadership position, Hewitt Associates remains committed to making significant ongoing investments in technology, infrastructure, and people, in expanding its business and driving greater efficiencies. With the investments that Hewitt Associates has made in the benefits administration business to date, its recent acquisitions of Cyborg and NTRC and investments in workforce management, Hewitt Associates expects to be able to continue to improve its capabilities and attract new clients.

Consulting

In its consulting business, Hewitt Associates is engaged by its clients to provide a wide range of human resources services. Hewitt Associates experiences a high level of recurring work because of its clients’ annual needs for certain of Hewitt Associates’ services, such as actuarial valuations of defined benefit plans and consultation regarding the processes of compensation review and health plan selection and negotiation. Certain of Hewitt Associates’ consulting services, however, support more discretionary or event-driven client activities, including the re-engineering of a client’s human resources policies, corporate restructuring and change (e.g. mergers and acquisitions), and programs and projects designed to improve human resources effectiveness. As Hewitt Associates has seen in its business and industry, the demand for these services can be affected by general economic conditions, the financial position of Hewitt Associates’ clients and the particular strategic activities they may be considering, and, therefore, is variable from period to period and difficult for us to predict.

Sageo

In January 2000, our owners launched a new business, Sageo, with the intention of creating a stand-alone, Internet-based company that would provide a standardized set of health and welfare offerings to companies seeking less complex benefit solutions. By the second half of fiscal 2001, Sageo had achieved reasonable sales success; however, our owners determined that it was not cost-effective to operate Sageo as a separate company since its stand-alone costs would likely exceed revenues for an extended period of time and because Sageo’s services had become a logical extension of the Hewitt Associates’ offering.

In the quarter ended September 30, 2001, the decision was made to transition Sageo’s clients from Sageo’s website to the Total Benefit Administration^™ web interface. Stand-alone company expenses were eliminated, Sageo website development spending ceased and the Sageo employees who worked within the stand-alone Sageo operation were terminated or redeployed. At that time, since we had decided to discontinue the use of the Sageo website, we wrote off our remaining investment in the Sageo software (resulting in a $26 million non-recurring charge). Sageo’s clients continue to be served as a fully integrated element of the Outsourcing segment.

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We believe that in order to analyze the historical results of our business, it is important to understand the effect that Sageo as a stand-alone operation (which it was during fiscal 2000 and fiscal 2001) had on our historical financial results. In fiscal years 2001 and 2000, Sageo’s operating losses were $73 million and $21 million, respectively. In fiscal 2002, during which time Sageo first operated with a significantly reduced cost structure as a part of Hewitt, Sageo contributed $2 million (which includes a $1 million reduction in an accrued liability established during fiscal 2001) to our operating income. In fiscal 2003, incremental operating costs for Sageo were not significant in relation to our Outsourcing segment or total consolidated results. The annual results of Sageo for the years ended September 30, 2002, 2001 and 2000, are included in the following table:

Sageo Historical Financial Results

(in thousands)

Critical Accounting Policies and Estimates

Revenues

Human Resources (“HR”) services revenues include fees generated from outsourcing contracts and from consulting services provided to Hewitt Associates’ clients. Of the $1.5 billion of HR services revenues for fiscal 2003, 62% was generated in the Outsourcing segment and 38% was generated in the Consulting segment.

Under outsourcing contracts, clients generally agree to pay an implementation fee and an ongoing service fee. The implementation fee may cover only a portion of the costs incurred to transfer the administration of a client’s plan onto Hewitt Associates’ systems, including costs associated with gathering, converting, inputting and testing the client’s data, tailoring Hewitt Associates’ systems and training Hewitt Associates’ employees. The amount of the ongoing service fee is a function of the complexity of the client’s benefit plans or human resource programs or processes, the number of participants or personnel, and the scope of the delivery model.

In accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, we recognize revenues for non-refundable, upfront implementation fees evenly over the period between the initiation of ongoing services through the end of the contract term (on a straight-line basis). Indirect costs of implementation are expensed as incurred. However, incremental direct costs of implementation are deferred and recognized as expense over the same period that deferred implementation fees are recognized. If a client terminates an outsourcing contract prematurely, both the deferred implementation revenues and related costs are recognized in the period in which the termination occurs.

Revenues related to ongoing service fees and to services provided outside the scope of outsourcing contracts are recognized when persuasive evidence of an arrangement exists, services have been rendered, the fee is determinable and collectibility of the fee is reasonably assured. Ongoing service fees are generally billed and recognized on a

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monthly basis, typically based on the number of plan participants and services and often with a minimum monthly fee. Therefore, a weakening of general economic conditions or the financial condition of clients, which could lead to workforce reductions (and potentially participant reductions), could have a negative effect on outsourcing revenues. Services provided outside the scope of outsourcing contracts are typically billed and recognized on a time-and-materials or fixed fee basis.

Losses on outsourcing or consulting arrangements are recognized during the period in which a loss becomes probable and the amount of the loss is reasonably estimable. Contract or project losses are determined to be the amount by which the estimated direct and a portion of indirect costs exceed the estimated total revenues that will be generated by the arrangement. Estimates are continuously monitored during the term of the arrangement and any changes to estimates are recorded in the current period and can result in either increases or decreases to income.

Outsourcing contracts typically have three- to five-year terms. However, a substantial portion of outsourcing contracts may be terminated by clients, generally upon 90 to 180 days notice, with the payment of an early-termination charge. Normally, if a client terminates a contract or project, the client remains obligated to pay for services performed (including any unreimbursed implementation charges).

Clients pay for consulting services either on a time-and-materials basis or, to a lesser degree, on a fixed-fee basis. Revenues are recognized under time-and-materials based arrangements as services are provided. On fixed-fee engagements, revenues are recognized as the services are performed, which is measured by hours incurred in proportion to total hours estimated to complete a project. Each project has different terms based on the scope, deliverables and complexity of the engagement, the terms of which frequently require judgments and estimates about overall profitability and stage of project completion which impact how revenue is recognized. Estimates are continuously monitored during the term of the engagement and any changes to estimates are recorded in the current period and can result in either increases or decreases to income.

We lease our real estate properties pursuant to long-term leases. Generally, the leases may provide for lessee occupancy during periods for which no rent is due or where minimum rent payments increase during the term of the lease. We record rental income for the full term of each lease on a straight-line basis. 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 year ended September 30, 2003, approximately 77% of our rental income was derived from leases with Hewitt Associates. Prior to July 1, 2003, the date we distributed the majority of our shares in Hewitt Associates, all rental income and related receivables from Hewitt Associates were eliminated as a result of the consolidation of Hewitt Associates.

Deferred Contract Costs and Deferred Contract Revenues

For new outsourcing services, upfront implementation efforts are required to set up a client and their human resource or benefit programs on Hewitt Associates’ systems. The direct implementation or “set up” costs and any upfront set up fees are deferred and recognized into earnings over the life of the outsourcing agreement. Specific, incremental and direct costs of implementation are deferred and recognized as primarily compensation and related expenses evenly over the period between the initiation of ongoing services through the end of the contract term. Implementation fees may be received either upfront or over the ongoing services period in the fee per participant. By deferring the upfront set up fees over the ongoing services period, all set up revenues are recognized evenly over the contract term along with the corresponding deferred contract costs.

As of September 30, 2002, net deferred contract costs in excess of deferred contract revenues totaled approximately $1 million. For the period prior to the Distribution and de-consolidation of Hewitt Associates, we have reclassified deferred contract costs and deferred contract revenues to show the gross amounts separately on the consolidated balance sheet. In prior periods, both short-term and long-term portions of deferred costs and revenues were recorded in prepaid expenses and other current assets, non-current other assets, advanced billings to clients and other long-term liabilities. As a result of the reclassification, total net assets and liabilities did not change, however, total assets and total liabilities and shareholders’ equity increased by equal amounts, or approximately $128 million as of September 30, 2002.

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Performance-Based Compensation

Hewitt Associates’ compensation program includes a performance-based component that is determined by management. Performance-based compensation is discretionary and is based on individual, team, and Hewitt Associates’ performance. Performance-based compensation is paid once per fiscal year after Hewitt Associates’ annual operating results are finalized. The amount of expense for performance-based compensation recognized at interim and annual reporting dates involves judgment, is based on Hewitt Associates’ quarterly and annual results as compared to Hewitt Associates’ internal targets, and takes into account other factors, including industry-wide results and the general economic environment. Annual performance-based compensation levels may vary from current expectations as a result of changes in the actual performance of the individual, team, or Hewitt Associates. As such, accrued amounts are subject to change in future periods if actual future performance varies from performance levels anticipated in prior interim periods.

Goodwill and Other Intangible Assets

On October 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. We evaluate goodwill for impairment whenever indicators of impairment exist with reviews at least annually. The evaluation is based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities for that reporting unit. The fair values used in this evaluation are estimated based upon discounted future cash flow projections for the reporting unit.

Estimates 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.

Client Receivables and Unbilled Work In Process

We periodically evaluate the collectibility of Hewitt Associates’ client receivables and unbilled work in process based on a combination of factors. In circumstances where we are aware of a specific client’s difficulty in meeting its financial obligations to us (e.g., bankruptcy filings, failure to pay amounts due to us or to others), we record an allowance for doubtful accounts to reduce the client receivable to what we reasonably believe will be collected. For all other clients, we recognize an allowance for doubtful accounts based on past write-off history and the length of time the receivables are past due. Facts and circumstances may change that would require us to alter our estimates of the collectibility of client receivables and unbilled work in progress. Factors mitigating this risk include Hewitt Associates’ servicing a diverse client base such that it does not have significant industry concentrations among its clients. Also, for the years ended September 30, 2003, 2002 and 2001, no single client accounted for more than 10% of our total revenues.

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.

Estimates 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.

Stock-Based Compensation

Hewitt Associates’ stock-based compensation program is a long-term retention and incentive program that is intended to attract, retain and motivate talented employees and align stockholder and employee interests. The program allows for the granting of restricted stock, restricted stock units, and nonqualified stock options as well as

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other forms of stock-based compensation. For additional information on this Hewitt Associates’ plan, we refer you to Note 19 to the consolidated financial statements for fiscal 2003.

Hewitt Associates accounts for stock-based compensation plans under SFAS No. 123, Accounting for Stock-Based Compensation, which allows companies to apply the provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and provide pro forma income after taxes and minority interest and before owner distributions disclosures for employee stock option grants as if the fair value method defined in SFAS No. 123 had been applied.

On June 27, 2002, Hewitt Associates granted nonqualified stock options to acquire 4.1 million shares of its Class A common stock to its employees coinciding with its initial public offering. Had we determined compensation cost for the stock options granted using the fair value method as set forth under SFAS No. 123, during fiscal 2003 and 2002, we would have recorded approximately $2.2 million and $0.8 million, respectively, in additional expense, net of income taxes and minority interest and reported income after taxes and minority interest and before owner distributions of $105 million and $185 million, respectively.

Estimates

Various assumptions and other factors underlie the determination of significant accounting estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, known facts, current and expected economic conditions and, in some cases, actuarial techniques. We periodically reevaluate these significant factors and make adjustments when facts and circumstances dictate, however, actual results may differ from estimates.

Basis of Presentation

Revenues

HR services revenues include fees primarily generated from outsourcing contracts and from consulting services provided to Hewitt Associates’ clients. Revenues earned in excess of billings are recorded as unbilled work in process. Billings in excess of revenues earned are recorded as advanced billings to clients, a deferred revenue liability, until services are rendered.

Hewitt Associates records gross revenue for any outside services when it is primarily responsible to the client for the services, it changes the delivered product, performs part of the service delivered, has discretion on vendor selection, or bears the credit risk in the arrangement. Hewitt Associates records revenue net of related expenses when a third party assumes primary responsibility to the client for the services.

Additionally, reimbursements received for out-of-pocket expenses incurred are characterized as revenues and are shown separately within total revenue in accordance with Emerging Issue Task Force (“EITF”) Issue No. 01-14, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred. Similarly, related reimbursable expenses are also shown separately within operating expenses. We refer to revenues before reimbursements as net revenues.

Rental revenues include rent under operating leases recognized on a straight-line basis over the terms of the respective leases.

Compensation and Related Expenses

The largest Hewitt Associates’ operating expense is compensation and related expenses, which includes salaries and wages, annual performance-based bonuses, benefits, payroll taxes, global profit sharing, temporary staffing services, training, and recruiting. For all historical periods presented prior to May 31, 2002, compensation and related expenses do not include compensation expense related to our owners since these individuals received distributions of income rather than compensation when we operated as a limited liability company. As a result of Hewitt Associates’

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transition to a corporate structure on May 31, 2002, our owners became employees of Hewitt Associates and Hewitt Associates began to expense their compensation and related expenses.

Other Operating Expenses

Other operating expenses include equipment, occupancy, and non-compensation related direct client service costs. Equipment costs include computer servers, data storage and retrieval, data center operation and benefit center telecommunication expenses, and depreciation and amortization of capitalized computer technology and proprietary software. Occupancy costs primarily include rent and related occupancy expenses for offices. Non-compensation-related direct client service costs include costs associated with the provision of client services such as printing, duplication, fulfillment, and delivery.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist primarily of third-party costs associated with promotion and marketing, professional services, advertising and media, corporate travel, and other general office expenses such as insurance, postage, office supplies, and bad debt expense.

Other Expenses, Net

Other expenses, net primarily includes interest expense, interest income, equity earnings on investments, gains and losses from investments, and gains and losses on asset disposals, shown on a net basis.

Provision for Income Taxes

Prior to May 31, 2002, taxes on income earned by the Company were the responsibility of our individual owners. As a result of Hewitt Associates’ transition to a corporate structure on May 31, 2002, Hewitt Associates became subject to corporate income taxes and began applying the provisions of the asset and liability method outlined in SFAS No. 109, Accounting for Income Taxes.

Income Before and After Taxes, Minority Interest and Owner Distributions

Prior to May 31, 2002, we operated as a group of affiliated limited liability companies and recorded income before taxes, minority interest and owner distributions in accordance with accounting principles generally accepted in the United States of America. As a result of Hewitt Associates’ transition to a corporate structure on May 31, 2002, our owners who worked in the business became Hewitt Associates’ employees and Hewitt Associates began to include their compensation in its compensation and related expenses, Hewitt Associates became subject to corporate income taxes and we started to report income after taxes and minority interest and before owner distributions. As such, the historical results of operations prior to May 31, 2002 are not directly comparable to the results in subsequent periods.

As of September 30, 2003 and 2002, Hewitt Holdings owned approximately 2% and 72% of the outstanding common stock of Hewitt Associates, respectively, as compared to a 100% ownership interest prior to Hewitt Associates’ initial public offering and purchase of Bacon & Woodrow. Prior to July 1, 2003, for financial reporting purposes, all of the assets, liabilities, and earnings of Hewitt Associates and its subsidiaries were consolidated in the Company’s financial statements, and the non-affiliated investors’ Class A, Class B and Class C common stock interests in Hewitt Associates shown as a “Minority Interest” on the consolidated balance sheet and statement of operations. As a result of the distribution of Hewitt Associates’ Class B shares to owners on July 1, 2003, our consolidated balance sheet does not reflect the consolidated assets, liabilities and equity of Hewitt Associates at September 30, 2003. Additionally, our consolidated statement of operations and statement of cash flows for the year ended September 30, 2003, consolidates the operations of Hewitt Associates for the nine months ended June 30, 2003.

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Historical Results of Operations

The following table sets forth our historical results of operations as a percentage of net revenues. Operating results for any period are not necessarily indicative of results for any future periods.

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Fiscal Years Ended September 30, 2003, 2002 and 2001

Revenues

Total net revenues were $1,461 million in 2003, $1,720 million in 2002 and $1,479 million in 2001. Net revenues decreased by 15% in 2003 and increased by 16% in 2002. As a result of the Distribution, the Company’s consolidated statement of operations for the year ended September 30, 2003, includes the consolidated operating results of Hewitt Associates for the nine months ended June 30, 2003. Therefore, total net revenues in 2003 is not comparable to total net revenues for 2002 and 2001 as only nine months of Hewitt Associates’ revenues are recorded in 2003. To provide a more meaningful comparison, HR services revenues for 2003 would need to be compared to HR services revenues for the nine-month period ending June 30, 2002. HR services revenues were $1,453 million in 2003, compared to $1,243 million in the in the nine months ended June 30, 2002, an increase of 17%. Adjusting for the effects of acquisitions and the favorable effects of foreign currency translation, HR services revenues grew 6%. Outsourcing HR services revenues increased by 10% to $908 million in 2003, compared to $828 million in the nine months ended June 30, 2002. A portion of this growth was due to the addition of revenues from the newly acquired Cyborg and the benefit administration business of the Northern Trust Corporation. Excluding the effects of the Cyborg and the Northern Trust Corporation benefit administration business, Outsourcing net revenues would have increased 9% in 2003 over the nine months ended June 30, 2002. For year ended September 30, 2003, approximately two-thirds of the Outsourcing HR services revenue growth over the nine-month period ended June 30, 2002, was from the addition of new clients and approximately one-third of the growth from expanding services with existing clients. Outsourcing net revenues increased by 17% to $1,115 million in 2002, from $952 million in 2001. Revenue growth in our outsourcing business in 2002 was from increased participant volume through the expansion of services with existing and new clients. Consulting HR services revenues increased by 31% to $545 million in 2003 compared to $415 million in the nine months ended June 30, 2002. Consulting HR services revenues increased primarily as a result of the June 2002 acquisition of the benefits consulting business of Bacon & Woodrow. A portion of this growth was also due to favorable foreign currency translation from the strengthening of European currencies relative to the U.S. dollar year over year and consolidation of Hewitt Associates’ Dutch affiliate upon purchase of the remaining interest in that affiliate in the first quarter of 2003. Including the results of Bacon & Woodrow in the nine months ended June 30, 2002, and excluding the effects of the acquisition of Hewitt Associates’ Dutch affiliate and favorable foreign currency translation, Consulting HR services revenues would have increased by approximately 1% in 2003 over the comparable prior year period. This increase was a result of growth in retirement plan and health benefit management consulting offset by a decrease in net revenue from Hewitt Associates’ more discretionary consulting services over the prior comparable period. Adjusted for the effects of these acquisitions and favorable foreign currency translation, Consulting HR services revenues increased 6% for 2002 over 2001. Growth in retirement plan and health benefit management consulting was offset by declines in demand for our more discretionary consulting services in 2002 over 2001.

Compensation and Related Expenses

Compensation and related expenses were $942 million in 2003, $1,017 million in 2002 and $855 million in 2001. These expenses decreased by 7% in 2003 and increased by 19% in 2002. As a result of the Distribution and de-consolidation of Hewitt Associates, the Company’s consolidated statement of operations for the year ended September 30, 2003, includes Hewitt Associates’ compensation and related expenses for the nine months ended June 30, 2003. As such, compensation and related expenses in 2003 are not comparable to compensation and related expenses for 2002 and 2001. For a more meaningful comparison, compensation and related expenses for 2003 will be compared to compensation and related expenses for the nine-month period ending June 30, 2002. Compensation and related expenses were $942 million in 2003, compared to $717 million in the nine months ended June 30, 2002. Prior to May 31, 2002, compensation and related expenses did not include owners’ compensation as Hewitt Holdings’ owners were compensated through distributions of income. In connection with Hewitt Associates’ transition to a corporate structure in June 2002, we incurred a non-recurring, non-cash $18 million compensation expense resulting from certain owners receiving more than their proportional share of total capital, without offset for

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those owners who received less than their proportional share in the conversion of owners’ capital into Hewitt Associates’ common stock, and a non-recurring $8 million compensation expense related to Hewitt Associates establishing an owner vacation liability. Had we incurred estimated owner compensation in the prior year nine-month period of $108 million and excluded the non-recurring charges, compensation and related expenses would have been $799 million for the nine months ended June 30, 2002. As such, on an adjusted basis, compensation and related expenses as a percentage of HR services revenues was 65% in the current year and would have been 64% for the nine months ended June 30, 2002. The increase as a percentage of HR services revenues is primarily due to increases in Outsourcing personnel to support the development of the new workforce management service offering. These increases were offset in part by lower performance-based compensation as a percentage of net revenues resulting from the continued negative effects of the economy on Hewitt Associates’ clients and therefore, Hewitt Associates’ business and performance relative to targets. The net increase in overall compensation and related expenses after the inclusion of owner compensation and the exclusion of the nonrecurring charges in the prior year period was primarily due to cost of living increases, increases from the inclusion of Bacon & Woodrow’s compensation and related expenses and increases in our Outsourcing personnel to support the growth of benefit administration outsourcing and workforce management. Adjusting for the effects the acquisitions, Sageo compensation and related expenses of $34 million in 2001, the incorporation one-time charges, and including estimated owner compensation of $108 million and $147 million in 2002 and 2001, respectively, compensation and related expenses as a percentage of HR services revenues was 64% for 2002 and 66% in 2001.

Initial Public Offering Restricted Stock Awards

In connection with Hewitt Associates’ initial public offering on June 27, 2002, Hewitt Associates granted approximately 5.8 million shares of its Class A restricted stock and restricted stock units to its employees. Compensation and related payroll tax expenses of approximately $63 million were recorded as restricted stock award expense from June 27, 2002 through September 30, 2003, of which $35 million was recorded in 2003 and $28 million in 2002. The increase in the initial public offering restricted stock award expense in 2003 related to the timing of the vesting of the awards offset by the inclusion of only nine months of expenses in 2003 as a result of the Distribution and de-consolidation of Hewitt Associates. As a result of the Distribution and de-consolidation of Hewitt Associates, we will no longer incur restricted stock expense.

Other Operating Expenses

Other operating expenses were $278 million in 2003, $342 million in 2002 and $322 million in 2001. These expenses decreased by 19% in 2003 and increased by 6% in 2002. As a result of the Distribution and de-consolidation of Hewitt Associates, the Company’s consolidated statement of operations for the year ended September 30, 2003, includes the other operating expenses of Hewitt Associates for the nine months ended June 30, 2003. As such, other operating expenses in 2003 are not comparable to other operating expenses for 2002 and 2001. For a more meaningful comparison, other operating expenses for 2003 will be compared to other operating expenses for the nine-month period ending June 30, 2002. Other operating expenses were $278 million in 2003 compared to $250 million in the nine months ended June 30, 2002. As a percentage of HR services revenues, other operating expenses decreased to 19% in 2003, from 20% in the nine months ended June 30, 2002. The decrease as a percentage of net revenue was primarily the result of revenue growing at a faster rate than other operating expenses. The $28 million increase in other operating expenses primarily reflects the inclusion of Bacon & Woodrow since the acquisition, increased depreciation and amortization expenses on computer equipment and software and increased computer maintenance expenses, partially offset by lower telecommunication expenses in our Outsourcing segment over the prior year. There was a $21 million increase in other operating expenses in 2002 from 2001, which primarily reflects the inclusion of Bacon & Woodrow since the acquisition on June 5, 2002, along with increased spending in technology and maintenance expense in Outsourcing, offset in part by lower depreciation expenses on computer equipment and lower software maintenance expenses. Adjusting for the effects of the acquisition in 2002 and Sageo expenses of $9 million in 2001, other operating expenses as a percentage of HR services revenues was 20% in 2002 and 21% in 2001. The decrease as a percentage of net revenues in 2002 was primarily the result of revenue growing at a faster rate than other operating expenses and leveraging prior technology and occupancy costs to support expanded and new business.

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Selling, General and Administrative Expenses

SG&A expenses were $70 million in 2003, $76 million in 2002, and $88 million in 2001. These expenses decreased by 8% in 2003 and by 13% in 2002. As a result of the Distribution and de-consolidation of Hewitt Associates, the Company’s consolidated statement of operations for the year ended September 30, 2003, includes the SG&A expenses of Hewitt Associates for the nine months ended June 30, 2003. As such, SG&A expenses in 2003 are not comparable to SG&A expenses for 2002 and 2001. For a more meaningful comparison, SG&A expenses for 2003 will be compared to SG&A expenses for the nine-month period ending June 30, 2002. SG&A expenses were $70 million in 2003, compared to $57 million in the nine months ended June 30, 2002, an increase of 23%. As a percentage of net revenues, SG&A expenses remained flat at 5% in 2003 and for the nine months ended June 30, 2002. SG&A expenses increased $13 million in 2003 over the nine months ended June 30, 2002, which primarily reflects the inclusion of Bacon & Woodrow and increased travel and insurance expense in 2003, partially offset by lower bad debt expense. In the nine months ended June 30, 2002, travel expenses were lower and bad debt expenses were higher following the events of September 11, 2001. There was a $3 million increase in SG&A expenses in 2002, after excluding the effects of Sageo of $14 million in 2001, which primarily reflects the operations of Bacon & Woodrow since the acquisition on June 5, 2002, offset in part by lower client-related and internal travel-related expenses. Travel expenses were lower in 2002 following the events of September 11, 2001. Adjusting for the effects of the acquisition in 2002 and Sageo in 2001, SG&A expenses as a percentage of HR services revenues was 5% in 2002 and 2001.

Non-Recurring Software Charge

In the three months ended September 30, 2001, the decision was made to transition Sageo’s clients from Sageo’s website to the Total Benefit Administration^™ web interface, and Sageo employees who were directly involved in supporting clients were transferred to Hewitt Associates. At that time, since we had decided to discontinue the use of the Sageo website, we wrote off our remaining investment in the Sageo software and recognized a $26 million non-recurring charge.

Other Expenses, Net

Other expenses, net totaled $35 million in income in 2003, compared to a net expense of $35 million in 2002 and $19 million in 2001. As a percentage of net revenues, other expenses, net was 2% or less in all three years. The increase resulting in income in 2003 compared to the net expense in 2002 is a result of the sales of two properties in 2003, along with a decrease in interest expense resulting from the de-consolidation of Hewitt Associates. During the second quarter of 2003, we sold a property located in Newport Beach, California at a $40 million gain. Approximately $39 million of the gain was recognized as income in the current period while $1 million of the gain was deferred since Hewitt Associates continues to occupy a significant portion of the building. The deferred gain will be recognized as income evenly over the remaining 14-year lease term. During the third quarter of 2003, we sold a property located in Norwalk, Connecticut at a $10 million gain. In 2001, other expenses, net included a non-recurring gain on an investment related to stock that Hewitt Associates received in connection with the demutualization of an insurance company that had provided health and other general insurance to it for many years. A gain of $5 million, resulting from stock price appreciation, was recorded in 2001 when the stock was sold. No such gain was recorded in 2002.

Provision for Income Taxes

Hewitt Associates’ provision for income taxes was $45 million for the year ended September 30, 2003, compared to $33 million in 2002. The increase in the provision for income taxes is primarily due to Hewitt Associates’ earnings being taxed for nine months in 2003, prior to the de-consolidation of Hewitt Associates, as compared to only four months in 2002, subsequent to Hewitt Associates’ transition to a corporate structure on May 31, 2002. Approximately $22 million of the $33 million tax expense for fiscal 2002 related to tax liabilities arising both from a mandatory change in Hewitt Associates’ tax accounting method and from the initial recording of deferred tax assets and liabilities related to temporary differences which resulted from the transition to a corporate structure. The remaining $11 million represents income tax expense arising from Hewitt Associates’ earnings between May 31, 2002, and September 30, 2002, while it operated as a corporation. The non-recurring, non-cash $18 million compensation expense resulting from our owners receiving more than their proportional share of total capital,

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without offset for those owners who received less than their proportional share in conversion of owners’ capital into Hewitt Associates’ common stock, was not deductible.

Segment Results

Hewitt Associates operates many of the administrative and support functions of its business through centralized shared service operations, an arrangement that it believes is the most economical and effective means of supporting the Outsourcing and Consulting segments. These shared services include information systems, human resources, general office support and space management, overall corporate management, finance and legal services. Additionally, Hewitt Associates utilizes a client development group that markets the entire spectrum of their services and devotes its resources to maintaining existing client relationships. The compensation and related expenses, other operating expenses, and selling, general and administrative expenses of the administrative and marketing functions are not allocated to the business segments; rather, they are included in unallocated shared costs. The costs of information services and human resources, however, are allocated to the Outsourcing and Consulting segments on a specific identification basis or based on usage and headcount. Operating income before unallocated shared costs is referred to as “segment income” throughout this discussion.

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Reconciliation of Segment Results to Total Company Results

(in thousands)

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Outsourcing

Fiscal Years Ended September 30, 2003, 2002 and 2001

Outsourcing HR services revenues were $908 million in 2003, $1,115 million in 2002, and $952 million in 2000. Net revenues decreased by 19% in 2003, increased by 17% in 2002, and increased by 19% in 2001. As a result of the Distribution and de-consolidation of Hewitt Associates, the Company’s consolidated statement of operations for the year ended September 30, 2003, includes the consolidated operations of Hewitt Associates for the nine months ended June 30, 2003. As such, Outsourcing HR services revenues in 2003 is not comparable to Outsourcing HR services revenues for 2002 and 2001. For a more meaningful comparison, Outsourcing HR services revenues for will be compared to Outsourcing HR services revenues for the nine-month period ending June 30, 2002. Outsourcing HR services revenues increased by 10% to $908 million in 2003, compared to $828 million in the nine months ended June 30, 2002. A portion of this growth was due to the addition of revenues from the newly acquired Cyborg and the benefit administration business of the Northern Trust Corporation. Excluding the effects of the Cyborg and the Northern Trust Corporation benefit administration business, Outsourcing HR services revenues would have increased 9% in 2003 over the nine months ended June 30, 2003. For year ended September 30, 2003, approximately two-thirds of the Outsourcing HR services revenue growth over the nine-month period ended June 30, 2002, was from the addition of new clients and approximately one-third of the growth from expanding services with existing clients. Approximately one-quarter of the HR services revenue growth in 2002 was a result of adding new clients with the remainder of the growth from expanding servicing with existing clients.

Outsourcing segment income, before the non-recurring software charge in 2001, as a percentage of outsourcing HR services revenues was 20% for nine months in 2003, 24% in 2002, and 17% in 2001. Excluding the effects of Sageo’s $73 million of operating losses in 2001 and including estimated owner compensation of $22 million and $32 million in 2002 and 2001, respectively, segment income as a percentage of Outsourcing HR services revenues was 20% for nine months in 2003 and 22% and 19% in 2002 and 2001, respectively. The decrease in margin in 2003 from 2002 primarily relates to our continued investment in the development of our workforce management service offering. The margin improvement in 2002 over 2001 reflects the leveraging of our technology and occupancy costs, as well as efforts to improve efficiencies with current clients.

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Consulting

Fiscal Years Ended September 30, 2003, 2002 and 2001

Consulting HR services revenues were $545 million in 2003, $601 million in 2002, and $524 million in 2001. HR services revenues decreased by 9% in 2003, increased by 15% in 2002, and increased by 10% in 2001. As a result of the Distribution and de-consolidation of Hewitt Associates, the Company’s consolidated statement of operations for the year ended September 30, 2003, includes the consolidated operations of Hewitt Associates for the nine months ended June 30, 2003. As such, Consulting HR services revenues in 2003 is not comparable to Consulting HR services revenues for 2002 and 2001. For a more meaningful comparison, Consulting HR services revenues for 2003 will be compared to Consulting HR services revenues for the nine-month period ending June 30, 2002. Consulting HR services revenues increased by 31% to $545 million in 2003 compared to $415 million in the nine months ended June 30, 2002. Consulting HR services revenues increased primarily as a result of the June 2002 acquisition of the benefits consulting business of Bacon & Woodrow. A portion of this growth was also due to favorable foreign currency translation from the strengthening of European currencies relative to the U.S. dollar year over year and consolidation of Hewitt Associates’ Dutch affiliate upon purchase of the remaining interest in that affiliate in the first quarter of 2003. Including the results of Bacon & Woodrow in the nine months ended June 30, 2002, and excluding the effects of the acquisition of Hewitt Associates’ Dutch affiliate and favorable foreign currency translation, Consulting HR services revenues would have increased by approximately 1% in 2003 over the comparable prior year period. This increase was a result of growth in retirement plan and health benefit management consulting offset by a decrease in HR services revenue from Hewitt Associates’ more discretionary consulting services over the prior comparable period. Adjusted for the effects of these acquisitions and favorable foreign currency translation, Consulting HR services revenues increased 6% for 2002 over 2001. Growth in retirement plan and health benefit management consulting was offset by declines in demand for our more discretionary consulting services in 2002 over 2001.

Consulting segment income as a percentage of consulting HR services revenues was 19% for nine months in 2003, 27% in 2002 and 32% in 2001. Adjusting for effects of the acquisitions in 2003 and 2002 and including estimated owner compensation of $57 million and $79 million in 2002 and 2001, respectively, segment income as a percentage of Consulting HR services revenues was 19% for nine months in 2003 and 16% and 15% in 2002 and 2001, respectively. The increase in margins between 2003 and 2002 is primarily due to an increase in retirement plan and health benefit consulting services over our more discretionary consulting services which were down due to continued soft demand for those services in 2002 and 2003.

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Quarterly Results

The following tables set forth the unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments consisting only of normal recurring adjustments necessary to present fairly our financial results. Due to significant events and transactions affecting comparability between periods, please see additional footnotes below. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period. Amounts are in millions.

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Seasonality and Inflation

HR Services revenue and income varies over the fiscal year. Within the Outsourcing segment, Hewitt Associates generally experiences a seasonal increase in its fourth and first fiscal quarter revenues because its clients’ benefit enrollment processes typically occur during the fall. In contrast, within the Consulting segment, Hewitt Associates typically experiences a seasonal peak in the third and fourth fiscal quarters which reflects its clients’ business needs for these services. We believe inflation has had little effect on our results of operations during the past three years.

Pro Forma Results of Operations

On July 1, 2003, Hewitt Holdings distributed the shares of Hewitt Associates’ Class B common stock to its owners, with the exception of certain owners resident outside the United States who continue to hold their shares through Hewitt Holdings. The distribution reduced Hewitt Holdings’ majority interest in Hewitt Associates to approximately 2% so that the Company no longer consolidates the results of Hewitt Associates, but accounts for the remaining investment in Hewitt Associates using the equity method of accounting. The following pro forma results give effect to the de-consolidation as if it had occurred on October 1, 2002, the beginning of fiscal 2003, and exclude any non-recurring adjustments, to allow for comparability.

The historical results of the Company in the following pro forma consolidated income statements for fiscal 2003, include consolidated Hewitt Associates’ results for the first nine months of fiscal 2003. The Hewitt Associates historical results reflect Hewitt Associates’ results through June 30, 2003.

The information presented is not necessarily indicative of the results of operations that might have occurred had the events described above actually taken place as of the dates specified. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. This information and the accompanying notes should also be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Form 10-K.

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Hewitt Holdings LLC

Pro Forma Consolidated Income Statements

(unaudited)