<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

 (Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the fiscal year ended DECEMBER 31, 1999

                                       OR

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

      For the transition period from _______________ to _______________

      COMMISSION FILE NUMBER:      0-28166

                                   marchFIRST, Inc.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                                36-3797833
             ---------                               -----------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

311 SOUTH WACKER DRIVE, SUITE 3500, CHICAGO, ILLINOIS          60606-6618
----------------------------------------------------           ----------
(Address of principal executive offices)                       (Zip Code)

                                 (312) 922-9200
                                 --------------
               Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                 Title of Class

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 definitive proxy or information statements
incorporated by reference in PART III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 1, 2000, the aggregate market value of the registrant's common stock
held by non-affiliates of the registrant (based upon the per share closing price
of $49.1875 on March 1, 2000, and for the purpose of this calculation only, the
assumption that all of the registrant's directors and executive officers are
affiliates) was approximately $6,411,157,211.

As of March 1, 2000, there were 144,823,410 shares of the registrant's common
stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement for the registrant's
2000 Annual Meeting of Stockholders are incorporated by reference into PART
III hereof.

<PAGE>

PART I

ITEM 1.  BUSINESS.

     THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH
     TERM IS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934) THAT
     ARE BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS
     ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S
     MANAGEMENT. THE COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 2000 AND
     BEYOND COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY
     SUCH FORWARD-LOOKING STATEMENTS. SEE "CAUTIONARY NOTE REGARDING
     FORWARD-LOOKING STATEMENTS."

SUMMARY

     marchFIRST, Inc. ("marchFIRST" or the "Company") is an Internet
professional services firm that provides a comprehensive suite of
professional services to help companies build business models, brands,
systems and processes to capitalize on the opportunities created by the
Internet and related computer and communications technologies. marchFIRST
also provides integrated application hosting services and, through an
affiliate company, plans to provide access to venture capital and external
funding sources. marchFIRST provides services to clients ranging from
early-stage Internet start up companies to Global 2000 companies, reflecting
management's belief that the Internet has narrowed the range of needs among
small, middle-market and global companies.

      marchFIRST is the new name for the company formerly known as
Whittman-Hart, reflecting the merger of Whittman-Hart and USWeb/CKS,
completed on March 1, 2000. As a leading information technology services
company prior to the merger, Whittman-Hart provided technology-based
e-Business solutions, including back office business systems integration,
supply-chain management and business-to-business processes and technologies.
USWeb/CKS was a leading provider of Internet professional services, with an
emphasis on emerging e-commerce companies and the Fortune 500
business-to-consumer marketplace, and offered strong strategy and creative
capabilities.

      As a result of the merger, marchFIRST provides comprehensive professional
services from more than 70 offices in 14 countries and employs approximately
8,900 employees. The professional services provided by marchFIRST include
business strategy and management consulting, creative branding and marketing,
Web application design and development, packaged software implementation and
integration, and Web and network infrastructure design and implementation.
marchFIRST believes that its breadth of services and capabilities distinguishes
it from potential competitors, fosters long-term client relationships, affords
cross-selling opportunities and protects it from dependence on any single
service line or technology. Unless otherwise noted, the following discussion
reflects the combined business of Whittman-Hart and USWeb/CKS after the merger.
With respect to historical matters, the Company is sometimes referred to as
Whittman-Hart.

                                       2
<PAGE>

      marchFIRST's business is organized into the following five geographic
operating units.

-        Central Group (U.S.)

-        East Group (U.S., Latin America and Asia)

-        Northwest Group (U.S.)

-        Southwest Group (U.S.)

-        Europe, Middle East and Africa (EMEA) Group

         Each geographic group is divided into smaller regions, and each region
contains multiple offices. Offices serve clients within their own communities,
fostering close, ongoing client relationships and enhancing marchFIRST's ability
to attract skilled, locally-based consultants. marchFIRST believes that local
offices establish greater name recognition for marchFIRST and increase referrals
for its services within the potential client base in their locales. As a result,
marchFIRST believes it has an advantage when competing against firms that do not
maintain a local presence.

INDUSTRY BACKGROUND

         The rapid acceptance of the Internet and electronic commerce by
business and consumers has reduced or eliminated such traditional market
barriers as distance, time and cost of entry, creating the opportunity for
many companies to reach new customers and new markets. As these barriers have
diminished, however, competition between established companies and new
entrants has become increasingly intense in many industries. As a result,
businesses are increasingly viewing the Internet as a vital strategic tool to
help them achieve goals ranging from defensive positions such as protecting
their existing customer bases, to aggressive tactics, such as achieving
dominance in new markets.

         In the new digital economy, a company's business model, brand and
systems and processes must be fundamentally interdependent. This alignment
presents several core challenges. First, business models must be developed
with an understanding of how markets, market share and technology
infrastructure are all interrelated. Further, the speed of innovation is
leading clients to demand that the generation of ideas be intimately linked
with the ability to create results.

         Second, technology is becoming increasingly complex. To compete
successfully, companies must integrate packaged and custom-developed systems
that serve end consumers, employees throughout their organizations, and
representatives of those supply chain member companies which supply raw
materials, components and services.

         A third challenge emanates from the competitive need for successful
companies to reinforce their brand experience at every point with their
customers, suppliers and employees. Further, technology must be implemented
with careful consideration of its user interface whether it's intended for
use on a consumer-facing Web site or as part of a procurement system used in
a company's back office.

         The final core challenge is that within most companies,
professionals in business, creative branding and marketing, and technology
groups (or areas) often lack the experience and understanding of the other
areas required to work cooperatively to rapidly create seamless business
solutions. Currently, companies seeking rapid and successful business
solutions must often engage different firms as advisors in two or more of
these areas and provide internal guidance to coordinate and integrate each
firms' efforts.

                                       3
<PAGE>

         Due to the foregoing factors, demand for a new type of e-Business
professional services firm -- one with depth and breadth of capabilities in
the areas of technology, strategy, marketing and creative -- is growing
rapidly. marchFIRST is a new type of e-Business professional services firm
with substantial capabilities in the areas of technology, strategy, marketing
and creative, addressing the challenges of the new digital economy.
Approximately 60% of marchFIRST's professionals are dedicated to the area of
technology, 20% are dedicated to business strategy counseling, and 20% are
dedicated to the area dedicated to creative branding and marketing.

THE marchFIRST SOLUTION

         marchFIRST provides the complete span of business services that
clients need to compete in today's digital economy. Due to the breadth of its
capabilities, marchFIRST has no vested interest in any one solution or any
one business function. Rather, it is prepared to serve clients with the
capabilities that meet their immediate business needs to create immediate
impact.

         Professional and consulting services include business strategy and
marketing consulting, creative branding and marketing, Web application design
and development, packaged software implementation and integration, and Web
and network infrastructure design and implementation. In addition, through
Bluevector LLC, an entity that is 50% owned by marchFIRST, the Company
intends to provide its clients with access to venture capital funding
sources. The Company provides outsourcing technology management services
through its Integrated Application Services product offering, which is
discussed below.

         marchFIRST's business model focuses on developing close and
long-lasting relationships with its clients. marchFIRST has worked with many
of its clients for several years, spanning a variety of projects and
services. marchFIRST believes that its ability to provide innovative
solutions is enhanced by its strategic relationships with leading vendors
such as Broadvision, Exodus, IBM, Microsoft, Novell, 3Com and Oracle.

NEW INITIATIVES

         marchFIRST has recently announced two new initiatives to help its
large corporate clients. The Corporate Partnerships Practice will assist
Global 2000 companies in creating Internet spin-off companies. Through this
practice, marchFIRST plans to invent, invest in and bring to market new
spin-offs for clients. Its comprehensive services will include developing new
business models to leverage the power of the Internet, securing or sourcing
financing for the spin-offs through Bluevector, and integrating the spin-offs
with existing lines of business.

         In order to secure financing for these new spin-offs, marchFIRST has
established a venture capital fund, Bluevector LLC. marchFIRST believes that
Bluevector and its new Corporate Partnerships Practice enhances its depth of
expertise and better positions it to provide one-stop advisory services for
its clients.

STRATEGIC BUSINESS PLAN

         marchFIRST's objectives are to become a trusted business advisor to
clients; provide clients with integrated e-Business services in the areas of
technology, strategy, creative branding and marketing; be the employer of
choice in the Internet professional services industry; deliver its services
through a global network of offices; and achieve revenue, earnings per share
and operating margin goals. marchFIRST has also established an Executive
Committee to provide leadership and accountability for execution of its
strategic plan.

                                       4
<PAGE>

         The Company's strategic plan emphasizes organic growth. Key
components of the Company's plan include:

         CROSS-SELLING OF ITS SERVICE OFFERINGS. Regardless of the service
initially provided to a client -- such as business strategy, brand
development or technology services -- a typical engagement enhances the
Company's ability to cross-sell additional services.

         PROVIDING NEW SERVICE OFFERINGS. marchFIRST intends to continue
developing and introducing marketing-leading service offerings. These
offerings provide access to new clientele and access to previously untapped
opportunities within existing clients, and may combine existing capabilities
into higher-value offerings. An example of one such offering is the Company's
Corporate Partnerships Practice to help Global 2000 companies create Internet
spin-off companies. Services that will be provided by this practice include
developing new business models, assistance in securing financing and
integrating the spin-offs with existing lines of business.

         LEVERAGING THE INCREASING SCALE OF ITS ENGAGEMENTS. The Company has
seen substantial increases in the size of individual engagements over the
past several years, and expects this trend to continue. This is driven in
part by the complexity of engagements as clients seek to integrate front-end
with back-end technology systems. In addition, the trend toward globalization
in business enables the Company to provide multiple services to clients at
many locations simultaneously.

         EXPANDING CAPABILITIES THROUGHOUT THE WORLD. marchFIRST is pursuing
growth strategies to increase its size and market penetration in North
America -- its largest market, Europe, the Asia/Pacific Region and Latin
America. Growth strategies are tailored for each market based on local buying
patterns, current market penetration and cultural issues. Global growth
through acquisitions is not a strategic priority for the Company. Rather,
tactical, targeted acquisitions will be used to balance the Company's skills
and capabilities within regions to ensure it can provide the same broad scope
and high caliber of services worldwide.

         PURSUE ALLIANCES WITH BUSINESS PARTNERS. marchFIRST forms strategic
relationships with business partners to achieve three goals: develop new
markets, open opportunities and access to new clients, and provide
professional development for its employees. Benefits of these alliances
include the opportunity to share technical and industry knowledge, pursue
joint marketing opportunities, provide training for marchFIRST's consultants
and jointly develop new service offerings incorporating marchFIRST's
methodologies. For example, marchFIRST has established business partner
relationships with such companies as Hewlett-Packard Company, IBM
Corporation, Intel Corporation, Informix Software, Inc., Interworld
Corporation, JD Edwards, Inc., Lotus Development Corporation, Lucent
Technologies, Microsoft Corporation, Novell, Inc., Onyx Software Corporation,
Open Market, Inc., Oracle Corporation, Pandesic LLC, Reuters, SAP America,
Inc. Silverstream Software, Inc., Sun Microsystems, Inc., 3Com and TRADEX
Technologies, Inc. The training programs often enable marchFIRST employees to
become certified in a given technology. Establishing these relationships
typically allows marchFIRST to use the business partner's name and the
"business partner" designation in marketing marchFIRST's services. These
relationships also facilitate marchFIRST's pursuit of marketing opportunities
with the business partners. These strategic relationships generally do not,
however, require marchFIRST to use technology developed by the business
partners in implementing solutions for clients or to re-sell the partners'
products. Nonetheless, marchFIRST may be retained by a client based in part
upon one or more of marchFIRST's business partner relationships.

         PROVIDE A GROWING SUITE OF VALUE-ADDED SERVICES. marchFIRST is
pursuing a strategy of creating new services that enable clients to gain
competitive advantage and serve as a catalyst to

                                       5
<PAGE>

the Company's growth. Integrated Application Services is an example of one such
service, providing outsourcing services for hosting, maintenance and operations
of certain key technology systems, such as e-commerce capabilities. In addition,
the Company has created a Global Investment Management Group to link clients
with venture capital funding. This group will coordinate investments in Internet
startup and Global 2000 carve-out companies with Bluevector LLC.

         ATTRACT, DEVELOP AND RETAIN PROFESSIONALS WITH THE SKILLS AND
COMPETENCIES THAT MAXIMIZE CLIENT VALUE. In order to address the strong
demand for qualified consultants in the Internet professional services
industry and to minimize recruiting agency fees, marchFIRST has an enterprise
recruiting organization supported by a sophisticated infrastructure
leveraging the Internet and other tools and resources. A decentralized
recruiting staff recruits from and for the local offices. The recruiting
staff at marchFIRST's headquarters provides supplemental support during
periods of high demand, supports strategic expansion, and sources executive
level and special skill-set candidates.

         LEVERAGE INTELLECTUAL CAPITAL AND FOSTER ORGANIZATIONAL LEARNING.
marchFIRST believes the collective knowledge, or intellectual capital, of its
employees represents a significant competitive advantage. Given the Company's
broad geographic scope and the increasing complexity of the services it
provides, it is becoming more difficult to build, share and apply knowledge
throughout the organization. To that end, marchFIRST is building a
technology-based knowledge management infrastructure to enable it to leverage
and share the intellectual assets of marchFIRST on a firm-wide basis.

         ENHANCE BUSINESS SYSTEMS AND TECHNICAL INFRASTRUCTURE TO ENABLE
IMPROVED COMPANY PERFORMANCE. marchFIRST believes that information technology
can be a powerful strategic business tool. In 1999, the Company completed a
project to upgrade its entire systems portfolio, selectively enhancing or
replacing all systems with scalable applications and the technical
infrastructure required to support projected growth. The integrated
environment supports marchFIRST's core business processes (opportunity
management, resource staffing, project management and billing), the employee
lifecycle or "supply chain" (recruiting, training, developing, and staffing),
and back office operations (finance, accounting, and human resources).

         FOCUS ON OPERATIONAL EXCELLENCE. marchFIRST's geographic operating
units are led by five group executive partners. The mission of these units is
to achieve superior office performance, measured by market growth, return on
investment, and profitability. Superior performance is based on the rigorous
execution of annual business and financial plans. These units provide support
for recruiting, business development, service quality and delivery, and
financial management.

CLIENTS

         marchFIRST's clients belong to three categories of companies. First
are Global 2000 companies, second are traditional mid-size companies and
third are Internet pure play companies. These emerging e-commerce companies
can be both Internet startup firms or carve-out units of Global 2000
companies.

                                       6

<PAGE>

         The Company has served, and intends to continue to serve, clients in
a broad range of industries, including communications, consumer products,
distribution, diversified services, financial services, insurance,
manufacturing, pharmaceuticals, professional services, retail and technology.
The Company employs consultants with business experience in these areas to
enhance its ability to understand industry-specific business issues and
develop solutions to address these issues. marchFIRST has maintained ongoing
relationships with many of its clients over many years, spanning multiple
projects and services. marchFIRST believes that it has established
significant ongoing relationships with many of its clients.

         Whittman-Hart's ten most significant clients accounted for a total
of approximately 10% and 13% of its revenues during 1999 and 1998,
respectively. During each of 1999, 1998 and 1997, no client accounted for
more than 10% of Whittman-Hart's total revenues. Annual revenues from each of
Whittman-Hart's ten largest clients in 1999 ranged from approximately $3
million to $7 million. Assuming, for illustrative purposes, that
Whittman-Hart and USWeb/CKS had been added together during these periods,
marchFIRST's ten most significant clients would have accounted for a total of
approximately 8% and 9% of marchFIRST's total revenues for 1999 and 1998,
with annual revenues from such clients in 1999 ranging from approximately $5
million to $18 million. These figures are included for illustrative purposes
only, and are not indicative of future operating results of the Company.

BUSINESS DEVELOPMENT

         marchFIRST employs a team-based selling approach, focusing on
introducing enterprise-wide solutions to "C" level executives (CEO, CIO, CFO,
CMO, etc). This approach incorporates representatives from the Company's
business development function and the Company's three principal disciplines:
strategy, creative branding and marketing, and technology. marchFIRST
employees, whether from the business development organization or the
substantive delivery organizations, establish contact with targeted prospects
to create awareness, understanding and preference for the Company. Following
the initial contact with the prospective client, the appropriate business
development representative, together with appropriate subject matter experts
from the strategy, technology and/or creative branding and marketing
disciplines introduce the appropriate team of professionals to help develop
the initial proposal. Once an initial assignment is won, the appropriate
delivery team is assembled to develop the business strategy and design and
execute the technology and creative branding and marketing plans. On select,
high profile accounts, a senior level professional is assigned to the account
to establish and manage the long-term relationship between marchFIRST and the
client. This senior level relationship manager serves as the client's primary
relationship contact with the Company and provides overall coordination of
marchFIRST's multiple service offerings to the client.

HUMAN RESOURCES

         marchFIRST's success depends in large part upon its ability to
attract, develop, motivate and retain highly skilled employees. Qualified
employees in all of the Company's core discipline areas are in great demand
and are likely to remain a limited resource for the foreseeable future.
marchFIRST dedicates significant resources to recruiting consultants with
specific experience in strategy, technology, or creative branding, as well as
industry experience. Many consultants are selected from among the largest and
most successful information technology, business strategy, advertising and
marketing and other professional services organizations. As of March 15,
2000, the Company employed approximately 8,900 employees, of whom
approximately 85% were consultants.

         marchFIRST has implemented a number of distinctive human resources
programs. For example, nearly all of marchFIRST's employees hold options in
the Company's stock and are directly aligned to the creation of value in the
Company. Additionally, marchFIRST's performance-based incentive compensation
program provides guidelines for career development, encourages development of
skills, provides a tool to manage the

                                       7

 <PAGE>

employee development process and establishes compensation guidelines.
marchFIRST employs a Web-enabled campus to create a "virtual learning
environment" that enables consultants to identify and close skill gaps
through a progression of skill development experiences. This process begins
with marchFIRST's centralized employee orientation program where new
employees participate in structured workshops designed to introduce them to
the Company's culture and to teach them to leverage the Web-based employee
development tools offered through its strategic education initiative. This
initiative employs instructor-led, computer-based training and other distance
learning technologies to efficiently and effectively develop employees with
both business and technical expertise.

         None of marchFIRST's employees is subject to a collective bargaining
arrangement. marchFIRST has entered into employment agreements, which are
terminable upon two weeks notice (without substantial penalty), with virtually
all of its sales, recruiting and technical personnel. The agreements contain
noncompetition, nondisclosure and nonsolicitation covenants. Although most
consultants are marchFIRST employees, marchFIRST does engage independent
contractors as consultants from time to time.

COMPETITION

         The market for Internet professional services is relatively new,
intensely competitive, rapidly evolving and subject to rapid technological
change. marchFIRST expects competition to intensify and increase in the future.

         marchFIRST's competitors in the Internet professional services
market have typically grow out of specific service areas and can be divided
into several groups:

-        Large information technology consulting service providers, such as
         Andersen Consulting, Cambridge Technology Partners and Electronic Data
         Systems Corporation;

-        The consulting divisions of computer hardware vendors, such as IBM
         Corporation, Compaq Computer Corp. and Hewlett-Packard Company;

-        Internet integrators and Web presence providers such as Agency.com, iXL
         Enterprises, Inc., Organic Online, Inc., Proxicom Inc., Sapient
         Corporation, Scient Corporation, and Viant Corporation; and

-        Advertising and media agencies such as Ogilvy & Mather, Young &
         Rubicam, and Foote, Cone & Belding.

         marchFIRST believes its principal competitive advantages include:
breadth of services offered; ability to combine strategy, creative branding and
marketing, and technology services into integrated solutions; scale; geographic
reach; technical expertise; industry knowledge; perceived value; quality of
service; responsiveness to client needs and speed in solutions; reputation and
client relationships.


                                       8
<PAGE>

INTELLECTUAL PROPERTY RIGHTS

         marchFIRST's success has resulted, in part, from its methodologies and
other proprietary intellectual property rights. marchFIRST relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights and the
proprietary rights of third parties from which marchFIRST licenses intellectual
property. marchFIRST enters into confidentiality agreements with its employees
and limits distribution of proprietary information. The steps taken by
marchFIRST in this regard may be adequate to deter misappropriation of
proprietary information and marchFIRST may not be able to detect unauthorized
use and take appropriate steps to enforce its intellectual property rights.

         Software developed by marchFIRST in connection with a client engagement
is typically assigned to the client. In limited situations, marchFIRST may
retain ownership, or obtain a license from its client that permits marchFIRST or
a third party to market the software for the joint benefit of the client and
marchFIRST or for the sole benefit of marchFIRST.

         The following trademarks and service marks are the property of
marchFIRST: "marchFIRST," "Whittman-Hart," "USWeb," "USWeb/CKS," "We are IT,"
"Select Smart," "Compliance 2000," "E-Success," "iFrame," "iAMsystem,"
"iAMportal," and "iAMcommerce." The Company holds no patents or registered
copyrights and has no present intention of making any copyright or patent
applications.

ITEM 2.  PROPERTIES.

      marchFIRST's principal executive offices are located at 311 South Wacker
Drive, Chicago, Illinois. The Company's lease on these premises covers
approximately 50,000 square feet and expires on October 31, 2004. The Company
also leases facilities in Oakbrook, Illinois, Indianapolis, Milwaukee, Madison,
Minneapolis, Atlanta, Denver, Grand Rapids, Cincinnati, Peoria, Dallas, Boston,
Salem, New Hampshire, Cleveland, Columbus, San Francisco, New Jersey,
Pittsburgh, Phoenix, St. Louis, Charlotte, London, England and Edinburgh,
Scotland.

      In addition, the Company purchased a 37,000 square foot facility in
Chicago in April 1997. In 1998, the Company purchased five of its adjacent
buildings for approximately $5.0 million, of which a portion was raised during
1999, and the space will be used for future expansion. In early 1999, the
Company purchased a 120,000 square foot building adjacent to these other
acquired Chicago facilities, for approximately $3.1 million. These buildings
were purchased to provide space for a new Chicago facility, which will house the
Company's education center, Chicago branch office and corporate headquarters.

      As a result of the merger with USWeb/CKS on March 1, 2000, the Company's
properties include the former headquarters facility of USWeb/CKS, which occupies
approximately 75,000 square feet under lease in San Francisco, California and
which will serve as additional corporate offices for marchFIRST. All other
office facilities are leased and located in the United States and 27 various
international locations.

      The Company anticipates that additional space will be required as its
business expands and believes that it will be able to obtain suitable space as
needed.

ITEM 3.  LEGAL PROCEEDINGS.

      marchFIRST has the following pending legal proceedings resulting
from lawsuits assumed in the Company's merger with USWeb/CKS on March 1, 2000:


                                       9
<PAGE>

      On November 5, 1998, a putative class action lawsuit captioned Wilson vs.
CKS Group, Inc., et al., was filed in the United States District Court for the
Northern District of California against CKS Group and three of its former
officers and directors. The complaint alleges that during the period March 20,
1997 to November 7, 1997 (the "Class Period"), the defendants violated the
Securities Exchange Act and the Securities and Exchange Commission rules and
regulations thereunder by issuing false and misleading statements about CKS
Group's operations, revenues and earnings which allegedly inflated CKS Group's
reported revenues, earnings and stock price. The complaint further alleges that
those who purchased CKS Group' s stock did so at artificially inflated prices.
The plaintiff seeks to recover damages in an unspecified amount (together with
interest and attorneys' fees) on behalf of all purchasers of CKS Group Common
Stock during the Class Period. Discovery in the case has not yet begun.
marchFIRST has filed a motion to dismiss the complaint on February 25, 2000 and
is currently waiting for the final ruling from the District Court. marchFIRST
believes that this lawsuit is without merit and intends to defend this action
vigorously.

      On September 15, 1998, US WEST, Inc. filed a complaint against USWeb
and one of their licensees in the United States District Court for the
District of Nebraska, alleging claims under Federal and state law for
trademark infringement, trademark dilution, and unfair competition (the
"Nebraska Action"). US WEST filed an Amended Complaint on October 5, 1998. US
WEST seeks to enjoin all use by the Company of the name USWeb. The case is
expected to go to trial in the summer of 2000. marchFIRST believes that US
WEST's claims are without merit and intends to defend this action vigorously.

      As is typical for companies in our business and of our size, we are
from time to time the subject of lawsuits. In addition to the lawsuits
described above, a number of legal proceedings are presently pending. Certain
of such proceedings may be covered under insurance policies or
indemnification agreements. Based upon information presently available, we
believe that the final outcome of pending proceedings should not materially
harm our business, financial condition or results of operations. However, due
to the inherent uncertainties of litigation, there is a risk that the outcome
of pending or any future litigation could materially harm our business,
financial condition or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      No matters were submitted to a vote of the registrant's shareholders
during the fourth quarter of the registrant's 1999 fiscal year.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      The Company's common stock began trading on May 3, 1996 at a price of
$4.00 per share, adjusted to reflect the stock split referred to below. The
Company's common stock is quoted on the Nasdaq National Market, under the symbol
"MRCH". The following table sets forth the high and low sales prices for the
common stock for each quarterly period indicated, retroactively adjusted to
reflect the two-for-one common stock splits which was effective July 12, 1998.


<TABLE>
<CAPTION>

                                                          1998
           -------------------------------------------------------------
           PERIOD                                  HIGH              LOW
           -------------------------------------------------------------
<S>                                             <C>              <C>
           First Quarter                        $23.375          $13.875
           Second Quarter                       $24.500          $18.250
           Third Quarter                        $25.312          $15.000
           FOURTH QUARTER                       $28.250          $13.000
           -------------------------------------------------------------

</TABLE>



                                       10
<PAGE>

<TABLE>
<CAPTION>

                                                         1999
          -------------------------------------------------------------
          PERIOD                                  HIGH              LOW
          -------------------------------------------------------------
<S>                                            <C>              <C>
          First Quarter                        $35.125          $19.500
          Second Quarter                       $31.875          $17.000
          Third Quarter                        $39.437          $21.750
          Fourth Quarter                       $81.125          $35.460
          -------------------------------------------------------------
</TABLE>


         The Company has not paid any dividends to date and plans to reinvest
its earnings in future growth opportunities. The Company does not anticipate
paying cash dividends in the foreseeable future.

         As of March 1, 2000, there were approximately 1,102 stockholders of
record of the Company's common stock.

         In December 1999, the Company announced the merger with USWeb/CKS. The
merger was completed on March 1, 2000.


                                       11
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

      The following selected financial data is derived from the Whittman
Hart's consolidated financial statements and notes thereto included elsewhere
in this Form 10-K. This information should be read in conjunction with the
financial statements and notes thereto and with "Management's Discussion and
Analysis of Financial Condition and Results of Operations." (The Company
merged with USWeb/CKS on March 1, 2000. The Company filed Registration
Statement on Form S-4 on January 13, 2000, Registration No. 333-94565 which
contained unaudited pro forma financial information for the combined company.)

<TABLE>
<CAPTION>

                                                                     YEARS ENDED DECEMBER 31,
                                                     --------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                 1999          1998         1997         1996          1995
-------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>          <C>          <C>            <C>
Statement of earnings data:
Revenues                                             $480,911      $333,502     $199,389     $121,536       $73,015
Cost of services                                      269,240       190,982      117,503       73,706        45,935
-------------------------------------------------------------------------------------------------------------------
     Gross profit                                     211,671       142,520       81,886       47,830        27,080
Costs and expenses:
     Selling                                           22,773        14,028        8,706        5,448         3,815
     Recruiting                                        10,825        11,328        6,706        3,784         2,753
     General and administrative                       124,555        86,303       50,434       30,197        18,568
     Business combination costs                         7,281           775        1,771            -             -
-------------------------------------------------------------------------------------------------------------------
         TOTAL COSTS AND EXPENSES                     165,434       112,434       67,617       39,429        25,136
-------------------------------------------------------------------------------------------------------------------
Operating income                                       46,237        30,086       14,269        8,401         1,944
Other income (expense)                                  8,148         5,700        3,474        1,403            33
-------------------------------------------------------------------------------------------------------------------
Income before income taxes                             54,385        35,786       17,743        9,804         1,977
Initial deferred income taxes                             467           676            -            -             -
Income tax expense                                     23,628        14,285        7,806        3,673            90
-------------------------------------------------------------------------------------------------------------------
NET INCOME                                            $30,290       $20,825       $9,937       $6,131        $1,887
-------------------------------------------------------------------------------------------------------------------
Pro forma income data:
     Net income as reported                           $30,290       $20,825       $9,937       $6,131        $1,887
     Pro forma adjustment to provision
         For income taxes (1)                               -             -            -            -           667
-------------------------------------------------------------------------------------------------------------------
     Pro forma net income
        (Actual in 1999, 1998, 1997 and 1996)         $30,290       $20,825       $9,937       $6,131        $1,220
-------------------------------------------------------------------------------------------------------------------
     Pro forma basic earnings per share
        (actual in 1999, 1998, 1997 and 1996)            $.53          $.40         $.21         $.16          $.04
     Pro forma diluted earnings per share
        (actual in 1999, 1998, 1997 and 1996)            $.47          $.36         $.20         $.15          $.04
-------------------------------------------------------------------------------------------------------------------
Weighted average number of
     Common shares outstanding                         56,641        52,244       47,580       38,073        27,756
-------------------------------------------------------------------------------------------------------------------
Weighted average number of
     common and common equivalent
        Shares outstanding                             64,429        57,258       50,939       42,155        33,862
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>

                                                                               DECEMBER 31,
    ---------------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>          <C>          <C>           <C>
BALANCE SHEET DATA:                                      1999          1998         1997         1996          1995
Cash and cash equivalents and
     short-term and long-term investments            $284,336      $151,385      $69,347      $67,461        $4,595
Working capital                                       284,817       147,902      146,112       83,701        74,878
Total assets                                          504,207       254,342      129,143       98,562        22,570
Long-term debt, less current portion                        -           529          537           23         1,135
Redeemable convertible preferred stock                      -             -            -            -         5,584
Total stockholders' equity                            454,655       211,621       99,477       80,818         1,721

</TABLE>


(1)      Reflects federal and certain additional state income tax expense for
         1995 that would have been required had the Company and its predecessors
         operated as a C Corporation for all periods presented.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

      THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH
TERM IS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934) THAT ARE
BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE
BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S MANAGEMENT. THE
COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1999 AND BEYOND COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING
STATEMENTS. SEE "CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS" ON PAGE
24.

OVERVIEW

     On March 1, 2000, the Company merged with USWeb/CKS. (See section
entitled, "Subsequent Event" for further discussion.) As a result of the
merger, the Company's revenue and operating expenses will increase
substantially in future periods. The discussion that follows reports on the
historical results of the Company (which is sometimes referred to as
Whittman-Hart). Prior to the consummation of the merger on March 1, 2000, the
Company filed a registration statement Form S-4 on January 27, 2000,
Registration No. 333-94565. The filing contained unaudited pro forma
information for the combined company.

     The Company's revenues are generated primarily from professional fees,
which are generally billed at a contracted hourly rate and are recognized as
services are provided. For each of the last three fiscal years, at least 90%
of Whittman-Hart's revenues were generated on a time and materials basis. The
Company's services may also be provided on a fixed-bid or fee-capped basis,
in which case revenues are recognized by the percentage of completion method.
These arrangements subject the Company to the risk of cost overruns; however,
historically, such overruns have not been significant. The Company typically
bills on a weekly basis to monitor client satisfaction and manage its
outstanding accounts receivable balances. The Company's most significant cost
is project cost of services, which consists of consultant salaries and
benefits. Thus, the Company's financial performance is primarily based upon
billing margin (billable hourly rate less the consultant's hourly cost) and
personnel utilization rates (billable hours divided by paid hours).

      To date, the Company has been able to maintain its billing margins by
offsetting increases in consultant salaries with increases in its hourly rates.
Because most of the Company's engagements are on a time and materials basis,
increases in its cost of services are generally passed along to the Company's
clients and, accordingly, do not have a significant impact on the Company's
financial results. In addition,


                                       13
<PAGE>

the Company attempts to control expenses that are not passed through to its
clients. Furthermore, profitability is improved by tying significant incentive
compensation to achieving performance goals.

      The Company establishes standard billing guidelines based on the type of
service offered. Actual billing rates are established on a project-by-project
basis and may vary from the standard guidelines. Over the last three years,
Whittman-Hart's average revenue per assignment hour has steadily increased. The
growth in average revenue per assignment hour reflects a higher percentage of
value-added services, such as package software implementations and
solutions-oriented, strategic consulting projects.

      The Company manages its personnel utilization rates by monitoring project
requirements and timetables. The number of consultants assigned to a project
will vary according to the size, complexity, duration and demands of the
project. Project terminations, completions and scheduling delays may result in
periods in which consultants are not fully utilized. An unanticipated
termination of a project could result in a higher than expected number of
unassigned consultants or, if the Company were to terminate such consultants,
increased severance expenses. Although the number of the Company's consultants
can be adjusted to correspond to the number of active projects, Whittman-Hart
must maintain a sufficient number of senior consultants to oversee existing
client projects and assist the Company's sales force in securing new client
assignments. marchFIRST consultants are subject to employment contracts
that may be terminated upon two weeks' notice without substantial penalty or
further expense to the Company.

      Historically, Whittman-Hart's revenue growth was attributable to the
addition of new clients and the growth of current client relationships at
existing and new branch locations. During 1999, the Company continued to
supplement its internal revenue growth with the acquisitions. In 2000, the
Company intends to grow its existing branch locations and expand its network
through the traditional greenfield approach supplemented by acquisitions. In
addition to Whittman-Hart's merger with USWeb/CKS, each of the branches,
originally developed by the Company, has generated annual revenue and gross
profit growth since inception.

      On March 1, 2000, the Company and USWeb/CKS completed a merger. Under
the terms of the merger agreement, approximately 82,431,300 shares of
Whittman-Hart common stock were exchanged in the merger for all the
outstanding common stock of USWeb/CKS. In addition, employee options to
purchase approximately 34,010,426 shares of USWeb/CKS common stock and
warrants to purchase approximately 2,058,700 shares of USWeb/CKS common stock
were assumed by Whittman-Hart and became options or warrants to purchase
Whittman Hart common stock. These amounts reflect an exchange ratio of 0.865
of a share of Whitman Hart common stock for each share of USWeb/CKS common
stock. This transaction was accounted for as a purchase business combination
in accordance with Accounting Principles Board ("APB") Opinion No. 16,
"Business Combinations." The total consideration for the transaction was
valued at approximately $6.5 billion, which includes the value of common
stock issued in the merger, options and warrants, and other direct
acquisition costs.

                                       14
<PAGE>

RESULTS OF OPERATIONS

         The following table sets forth, for the years indicated, selected
statements of earnings data as a percentage of revenues and the percentage
change in each line item between comparative years:

<TABLE>
<CAPTION>


                                         PERCENTAGE OF TOTAL REVENUES                   PERCENTAGE CHANGE
                                         ---------------------------                    -------------------
                                                                                      1999              1998
                                            Year Ended December 31,            Compared to       Compared to
                                         1999         1998         1997               1998              1997
------------------------------------------------------------------------------------------------------------
STATEMENT OF EARNINGS DATA:
<S>                                      <C>         <C>           <C>                <C>               <C>
Revenues                                 100%        100%          100%               44%               67%
Cost of services                          56          57            59                41                63
                                          --          --            --
    Gross profit                          44          43            41                49                74
Costs and expenses:
    Selling                                5           4             4                62                61
    Recruiting                             2           3             3               (4)                69
    General and administrative            26          26            26                44                71
    Business combination costs             2           1             1               839              (56)
                                           -           -             -
       Total costs and expenses           35          34            34                47                66
                                          --          --            --
Operating income                           9           9             7                54               111
Other income (expense)                     2           2             2                42                63
                                           -           -             -
Income before income taxes                11          11             9                52               101
Income taxes                               5           5             4                61                92
                                           -           -             -
Net income                                 6           6             5                46               110
                                           =           =             =

</TABLE>


      All prior period amounts have been restated to reflect the 1999
acquisitions of the Waterfield Technology Group ("Waterfield"), BALR
Corporation ("BALR") and Four Points Digital, L.L.C. ("Four Points") using
the pooling-of-interests method of accounting (see "Business Combinations"
and Note 4 of notes to consolidated financial statements).

1999 COMPARED TO 1998

      REVENUES. Revenues increased 44% to $480.9 million in 1999 from $333.5
million in 1998. The increase was attributable primarily to the addition of new
clients and the growth of current client relationships at existing and new
branch locations. Revenues from the Company's ten most significant clients grew
in 1999 by 17 %, but as a percentage of total revenues declined to 10% in 1999
as compared to 13% in 1998.

      GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit in 1999 grew 49%
to $211.7 million from $142.5 million in 1998. Gross profit as a percentage of
revenues was 44% in 1999 as compared to 43% in 1998. These increases were
attributable to a change in the sales mix toward higher-end service offerings
and the Company's established branches reaching critical mass, partially offset
by lower margins in recently opened branches.

      SELLING EXPENSES. Selling expenses include the salaries, benefits,
commissions, travel, entertainment and all other direct costs associated with
the Company's direct sales force. Selling expenses in 1999 increased
approximately 62% to $22.8 million from $14.0 million in 1998. The increases
were attributable to higher commissions, an increased fixed cost structure
related to newly acquired offices and


                                       15
<PAGE>

business development initiatives. As a percentage of revenues, selling expenses
increased in 1999 to 5%, from 4% in 1998.

      RECRUITING EXPENSES. Recruiting expenses consist of costs related to
hiring new personnel. These costs include the salaries, benefits, bonuses and
other direct costs of in-house recruiters, outside recruiting agency fees,
sign-on bonuses, relocation fees and advertising costs. Recruiting expenses in
1999 decreased 4% to $10.8 million from $11.3 million in 1998. The number of
employees increased 31% to approximately 4,100 at December 31, 1999, from
approximately 3,100 at December 31, 1998. Total recruiting costs per hire were
in line with the Company's historical average of $6,000 to $7,000 in both 1999
and 1998. As a percentage of revenues, recruiting expenses fell to 2% in 1999
and from 3% in 1998 due to leveraging of fixed recruiting overhead on a higher
revenue base. As of December 31, 1999, approximately 80% of the Company's total
employees were consultants.

      GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include salaries and benefits of management and support personnel, facilities
costs, training, travel, outside professional fees and all other branch and
corporate costs. General and administrative expenses in 1999 increased 44% to
$124.6 million from $86.3 million in 1998. As a percentage of revenues, however,
general and administrative expenses remained consistent at 26% in both 1999 and
1998. The increase was attributable to new and newly acquired offices,
integration costs associated with the Company's acquisitions, corporate
initiatives associated with the Company's Focus 2002 strategic plan, costs
related to new branch locations and the addition of management to support the
Company's growth strategies.

      BUSINESS COMBINATION COSTS. Business combination costs were $7.3
million in 1999 and $0.8 million in 1998. As a percentage of revenue,
business combination costs accounted for 2% of revenues in 1999 and 1% in
1998. The business combination costs included legal, accounting and other
transaction-related fees and expenses. During 1999, these costs related to
the Company's acquisition of Waterfield in March 1999, POV Partners, Inc.
("POV") in May 1999, BALR in August 1999 and Four Points and Fulcrum
Solutions Ltd. ("Fulcrum") in November 1999. In 1998, the Company incurred
similar types of costs in connection with the acquisition of QCC, Inc.
("QCC") during March of 1998 and North Central Consulting ("NCC") in July of
1998.

      OPERATING INCOME. Operating income increased 54% to $46.2 million in 1999
from $30.1 million in 1998. As a percentage of revenues, operating income
remained consistent at 9% in both 1999 and 1998. Increased gross margin and
lower recruiting costs were offset by higher business combination costs and
increased selling expenses, as discussed above.

      OTHER INCOME (EXPENSE). Other income (expense) increased 42% to $8.1
million in 1999 from $5.7 million in 1998. This increase was primarily
attributable to the Company earning interest on investments of the net proceeds
from the Company's public offering in May 1998 and the net proceeds from the
purchase of 3,294,893 shares of the Company's common stock by Novell in November
1999 (see "Liquidity and Capital Resources").

      INCOME TAXES. The Company's effective tax rate including non-deductible
business combination costs and initial deferred income taxes were 44.3% and
41.8% in 1999 and 1998. The increase in the effective tax rate relates
primarily to higher state tax rates of newly opened branch offices. The
Company's effective tax rate before non-deductible business combination costs
and initial deferred income tax expense for 1999 was 41.7%, compared to 39.2%
for 1998.

      The effective tax rate for 1999 reflected non-deductible business
combination costs related to the Company's acquisitions of Waterfield, POV,
BALR, and Four Points and initial deferred income taxes related to the
acquisitions of POV and Four Points. The effective tax rate for 1998 included
non-

                                       16
<PAGE>

deductible business combination costs related to the Company's acquisitions of
QCC and NCC, and the recording of initial deferred income tax expense related to
those acquisitions.

1998 COMPARED TO 1997

      REVENUES. Revenues increased 67% to $ 333.5 million in 1998 from $199.4
million in 1997. The increase was attributable to the addition of new clients
and the growth of current client relationships at existing and new branch
locations. Revenues from the Company's ten most significant clients grew in 1998
by 34%, but as a percentage of total revenues declined to 13% in 1998 as
compared to 17% in 1997.

      GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit in 1998 grew 74%
to $142.5 million from $81.9 million in 1997. Gross profit as a percentage of
revenues was 43% in 1998 as compared to 41% in 1997. These increases were
attributable to a change in the sales mix toward higher-end service offerings
and the Company's established branches reaching critical mass, partially offset
by lower margins in recently opened branches.

      SELLING EXPENSES. Selling expenses include the salaries, benefits,
commissions, travel, entertainment and all other direct costs associated with
the Company's direct sales force. Selling expenses in 1998 increased
approximately 61% to $14.0 million from $8.7 million in 1997. This increase
was attributable to higher commissions, an increased fixed cost structure
related to newly acquired offices and business development initiatives, and
other costs associated with the increase in revenues. As a percentage of
revenues, however, selling expenses in 1998 were 4%, consistent with the
prior year.

      RECRUITING EXPENSES. Recruiting expenses consist of costs related to
hiring new personnel. These costs include the salaries, benefits, bonuses and
other direct costs of in-house recruiters, outside recruiting agency fees,
sign-on bonuses, relocation fees and advertising costs. Recruiting expenses
in 1998 increased 69% to $11.3 million from $6.7 million in 1997. The number
of employees increased 55% to approximately 3,100 at December 31, 1998, from
2,000 at December 31, 1997. Total recruiting costs per hire were in line with
the historical averages of approximately $6,000 to $7,000 in 1998 and 1997.
As a percentage of revenues, recruiting expenses remained consistent at 3% in
1998 and 1997. As of December 31, 1998, approximately 78% of the Company's
total employees were consultants.

      GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include salaries and benefits of management and support personnel, facilities
costs, training, travel, outside professional fees and all other branch and
corporate costs. General and administrative expenses in 1998 increased 71% to
$86.3 million from $50.4 million in 1997. As a percentage of revenues, however
general and administrative expenses remained consistent at 26% in 1998 in 1997.
This increase was attributable to new and newly acquired offices, integration
costs associated with the Company's acquisitions, corporate initiatives
associated with the Company's Focus 2002 strategic plan, costs related to new
branch locations and the addition of management to support the Company's growth
strategies.

      BUSINESS COMBINATION COSTS. Business combination costs were $0.8 million
in 1998 and $1.8 million in 1997. As a percentage of revenue, business
combination costs accounted for 1% of revenues in 1998 and 1997. The business
combination costs included legal, accounting and other transaction-related fees
and expenses. During 1998, these costs related to the Company's acquisitions of
QCC in March 1998 and NCC in July 1998. In 1997, the Company incurred similar
costs in connection with acquisitions of Axis Consulting International, Inc.,
Expert Buying Systems, Inc. and World Consulting Limited.


                                       17
<PAGE>

     OPERATING INCOME. Operating income increased 111% to $30.1 million in 1998
from $14.3 million in 1997. As a percentage of revenues, operating income
increased to 9% in 1998 from 7% in 1997 due to the increase in gross profit
margin and lower business combination costs, as discussed above.

     OTHER INCOME (EXPENSE). Other income (expense) increased 63% to $5.7
million in 1998 from $3.5 million in 1997. This increase was primarily
attributable to the Company earning interest on investments of the net proceeds
from the Company's public offering in May 1998.

      INCOME TAXES. The Company's effective tax rate was 41.8% and 44.0% in 1998
and 1997, respectively. The effective tax rate in 1998 and 1997 includes
non-deductible business combination costs and in 1998 also includes the
recording of initial deferred income tax expense related to the Company's
acquisitions of QCC and NCC. The Company's effective tax rate before
non-deductible business combination costs and initial deferred income tax
expense for 1998 was 39.2%, compared to 41.1% for 1997.

LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 1999, the Company had approximately $284.3 million of
cash, cash equivalents, and short-term and long-term investments compared to
$151.4 million at December 31, 1998. Long-term investments at December 31,
1999 included $15.5 million in non-marketable equity securities. The
Company's primary source of liquidity has been cash provided through equity
offerings and cash from operations.

      Subsequent to the merger, as of March 1, 2000, the combined company had
approximately $417 million of cash and cash equivalents, and investments,
excluding equity securities.

      marchFIRST has a loan agreement for up to $10.0 million of unsecured
credit with interest, at the Company's option, at LIBOR plus 1.5% or the
lender's prime rate. There were no borrowings under this loan agreement as of
December 31, 1999. The Company's loan agreement expires on April 30, 2000. In
connection with the Company's merger with USWeb/CKS, the Company assumed a
revolving credit line with the maximum borrowing capacity of $30 million of
which approximately $11 million was outstanding at December 31, 1999. The credit
agreement is scheduled to expire March 31, 2000. marchFIRST intends to
further extend this credit agreement.

      On May 8, 1998, the Company completed a public offering of its common
stock, resulting in net proceeds to the Company of $69.6 million.

      On November 12, 1999, Novell, Inc. purchased 3,294,893 shares of the
Company's common stock for a purchase price of $100 million, and the Company
agreed to issue Novell a warrant to purchase 400,000 shares of the Company's
common stock, with an exercise price of $35.875 per share (the "Warrant"). In
addition, the Company and Novell entered into a global alliance agreement. These
transactions are intended to accelerate the deployment of the Novell Services
Directory Services (NDS) in enterprise and e-Business solutions for mid-sized
businesses. Under the global alliance agreement, the Company has agreed to
establish a solutions deployment center and to train at least 600 consultants in
NDS and related Novell solutions. The Warrant will become exercisable only if
the Company fails to meet certain milestones under the global alliance
agreement.

      Operating activities provided net cash flows of $35.7 million, $23.5
million and $7.8 million in 1999, 1998 and 1997, respectively, primarily as the
result of increases in net income, accrued compensation, and income taxes
payable, which were partially offset by increases in accounts receivable and
other current assets.


                                       18
<PAGE>

      Capital expenditures of $38.5 million, $22.0 million and $11.9 million in
1999, 1998 and 1997, respectively, consisted primarily of real estate, computer
equipment and software and office furniture and equipment to support the growth
and expansion of the Company. During late 1999, the Company completed the
installation of its information systems. The information systems required
capital expenditures of approximately $16 million and $5.5 million during 1999
and 1998, respectively. In addition, the Company's 1999 capital spending
included $14.3 million of capital spending relating to the ongoing construction
of facilities to house the Company's education center, Chicago branch office,
and corporate headquarters.

      marchFIRST expects to make similar types of expenditures in 2000 and
future years relating to the expansion of offices and the improvement of
information systems. Also expected are expenditures of approximately $50.0
million in 2000 related to the expansion of marchFIRST's new Chicago facility,
which will house marchFIRST's education center, the Chicago branch office, and
its corporate headquarters. Total capital expenditures for marchFIRST during
2000 are expected to approximate $100.0 million.

      On December 22, 1999, the Company signed an operating lease agreement
with First Chicago Leasing Corporation as lessor. The lessor will construct a
parking facility for the Company's education center, the Chicago branch
office, and its corporate headquarters for an estimated $23.0 million. The
lessor will lease the facility to the Company upon completion of the
structure in 2001 at which time the Company will begin making lease payments.
The lease term is five years, bearing an interest rate of the LIBOR rate plus
an applicable margin. The Company's lease obligation is dependent upon the
ultimate cost of the facility. The lease contains certain restrictive
covenants related to change in control and also various financial covenants.
In addition, the Company has the option to renew the lease at the end of the
term or purchase the lessor's interest in the property.

     During 1999, 1998 and 1997, cash was provided by the exercise of stock
options and the purchase of common stock through the Company's employee stock
purchase plan, which totaled $37.2 million, $11.3 million and $3.2 million,
respectively.

BUSINESS COMBINATIONS

     During March 1998, the Company acquired all the outstanding capital stock
of QCC, Inc. ("QCC") for 600,000 shares of the Company's common stock.
Headquartered in the Boston metropolitan area, QCC's approximately 75
professionals provided the following services: package software evaluation;
business process reengineering; data warehousing; implementation of software
packages developed by SSA Section, Oracle Section and JDEdwards Section;
application development for AS/400 and client server applications; and Year 2000
compliance services. This business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of QCC
were not material in relation to those of the Company. As such, the Company has
recorded the combination without restating prior periods' consolidated financial
statements to reflect the pooling-of-interests combination.

      During July 1998, the Company acquired North Central Consulting, Inc.
("NCC"), a Minneapolis-based IT services firm. The Company issued 638,508 common
shares in exchange for all of the outstanding capital stock of NCC. This
business combination was accounted for as a pooling-of-interests combination
and, accordingly, the Company's historical consolidated financial statements
have been restated to include the financial position and results of operation of
NCC for all periods presented. Headquartered in Minnetonka, Minnesota, with a
satellite office in Milwaukee, NCC's approximately 120 professionals specialized
in providing ERP software implementations, custom application development and
internet-enabled solutions to middle-market manufacturing, distribution and
financial services companies, as well as some divisions and departments of
Fortune 500 companies. The combination of


                                       19
<PAGE>

Whittman-Hart's recently opened Minneapolis branch with approximately 40
employees and NCC's four-year-old office accelerates Whittman-Hart's ability to
provide a full suite of IT services to its target customer base.

      On March 9, 1999, the Company acquired the Waterfield Technology Group
("Waterfield") a Boston-based IT services firm and strategic business partner of
Kurt Salmon and Associates, a global consulting firm, for 576,074 shares of the
Company's common stock. Headquarted in Lexington, Massachusetts, with a branch
office in Parsippany, New Jersey, Waterfield's approximately 90 employees
specialize in client server and internet-enabled application development. They
have extensive experience with Java and Java-based tools, Powerbuilder and the
Microsoft suite of products. This business combination was accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements have been restated to include the accounts and
results of operations of Waterfield for all periods presented.

      On May 20, 1999, the Company issued 474,650 of its common shares in
exchange for all the outstanding capital stock of POV Partners, Inc. ("POV") an
Ohio-based IT services firm. Headquartered in Columbus, Ohio, with offices in
Phoenix, Arizona, and Charlotte, North Carolina, POV's approximately 90
employees provide a broad range of business strategy and IT services including
Internet-enabled application development and electronic commerce solutions. This
business combination has been accounted for as a pooling-of-interests
combination. The stockholders' equity and operations of POV were not material in
relation to those of the Company. As such, the Company has recorded the
combination without restating prior periods' consolidated financial statements.

      On August 27, 1999, the Company issued in exchange for all of the
outstanding stock of the BALR Corporation ("BALR"), an Oakbrook, Illinois-based
IT services firm, 1,145,796 shares of the Company's common stock. BALR has
approximately 100 employees, who design systems and provide technical consulting
services. BALR's services include e-Business and Web-enabled systems
development, relational database management and client-server application
development. This business combination was accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements were restated to include the accounts and
results of operations of BALR for all periods presented.

      On November 12, 1999, the Company issued 1,098,221 shares of its common
stock in exchange for all of the outstanding stock of Four Points Digital,
L.L.C. ("Four Points"), a Chicago, Illinois-based IT services firm with an
office in San Francisco, California. The approximately 80 Four Points
professionals specialize in digital marketing including interactive advertising
using rich media, online site development and online media buying. This business
combination was accounted for as a pooling-of-interests combination and,
accordingly, the Company's historical consolidated financial statements have
been restated to include the accounts and results of operations of Four Points
for all periods presented.

      On November 27, 1999, the Company acquired Fulcrum Solutions, Ltd.
("Fulcrum"), a London, England-based IT services firm, further expanding its
European presence. The Company acquired all of the outstanding common stock and
stock options of Fulcrum in exchange for $2,193,857 in cash and 360,869 shares
of the Company's common stock. In addition to its London headquarters, Fulcrum
operated offices in Manchester, England; Edinburgh, Scotland; and New York City.
Its approximately 180 professionals design systems and provide technical
consulting services. The firm specializes in Oracle-based e-Business solutions
including customer relationship management; enterprise-wide Internet transaction
systems in sales and marketing, manufacturing, financial and human resources;
business intelligence, and data migration and integration. The acquisition has
been accounted for by the purchase method of accounting, and accordingly, the
results of operations of Fulcrum have been included in the Company's
consolidated financial statements from November 27, 1999.


                                       20
<PAGE>

      The Company anticipates its current cash resources, together with existing
sources of liquidity and funds generated from operations, will provide adequate
cash to fund the Company's anticipated cash needs at least through the next 12
months as well as its long term liquidity needs.

YEAR 2000

      The Company had identified three issues related to Year 2000 compliance;
first was the effect on internal information systems, second were issues related
to vendors performing services for the Company, and finally, were issues related
to consulting activities performed by the Company.

      The Company replaced its existing internal information systems in the
fourth quarter of 1999. The system is currently operating without any
significant interruptions and the Company is not aware of any Year 2000 related
problems associated with the system. The cost of this implementation did not
have a material adverse impact on the Company's results of operations or
financial condition.

      The Company has relationships with several vendors that provide
administration of compensation and related employee benefits and other vendors
that perform banking and treasury services. The Company completed an evaluation
of the state of readiness of these vendors and it believes that the vendors are
currently Year 2000 compliant. Also, the Company is not aware of any significant
issues relating to the Year 2000 compliance of its vendors. The cost to the
Company in the event of non-compliance with Year 2000 issues by any of these
third parties is not expected to have material impact on the Company's result of
operations or its financial condition.

      To date, the Company has not experienced any material adverse effect on
the demand for its services as a result of uncertainty relating to, or
diminished functionality of systems resulting from, the passage of the Year
2000. The Company provides solutions for the IT systems that are critical to
companies' operations. Business interruptions, loss or corruption of data or
other major problems resulting from the failure of a client's IT system to
process Year 2000 data correctly could have significant adverse consequences to
that client. The Company cannot currently predict whether or to what extent
there will be any legal claims brought against the Company or whether there will
be any other material adverse effect on the Company's business, financial
condition or the results of operations, as a result of any such adverse
consequences to its clients.

SUBSEQUENT EVENT

      On March 1, 2000, the Company and USWeb/CKS completed a merger. Under
the terms of the merger agreement, approximately 82,431,300 shares of
Whittman-Hart common stock were exchanged in the merger for all the
outstanding common stock of USWeb/CKS. In addition, employee options to
purchase approximately 34,010,426 shares of USWeb/CKS common stock and
warrants to purchase approximately 2,058,700 shares of USWeb/CKS common stock
were assumed by Whittman-Hart and became options or warrants to purchase
Whittman Hart common stock. These amounts reflect an exchange ratio of 0.865
of a share of Whittman-Hart common stock for each share of USWeb/CKS common
stock. This transaction was accounted for as a purchase business combination
in accordance with Accounting Principles Board ("APB") Opinion No. 16,
"Business Combinations." The total consideration for the transaction was
valued at approximately $6.5 billion, which includes the value of common
stock issued in the merger, options and warrants, and other direct
acquisition costs.

                                       21
<PAGE>

      USWeb/CKS was a leading Internet professional services firm which provided
a comprehensive range of business strategy consulting services, Internet
technology solutions and services, such as advanced marketing communications
programs. USWeb/CKS professionals combined their expertise with
industry-specific knowledge to help clients build their businesses in innovative
ways.

      Beginning in the first quarter of 2000, marchFIRST's revenue and
related operating costs will increase substantially as a result of the
merger. The increase will include costs related to the integration of
USWeb/CKS and Whittman-Hart. In addition, due to the merger, marchFIRST
anticipates significant expenditures related to the creation, launch and
promotion of its new brand in 2000. Also, the Company intends to modify the
financial statement presentation of the consolidated statement of earnings as
follows:

      COST OF SERVICES. marchFIRST will conform its accounting method to
Whittman-Hart's previous practice. Cost of services will continue to include
salaries, benefits and other incentives for employees engaged in delivering
professional services.

      SALES AND MARKETING. Previously reported selling expenses, which included
salaries, benefits, commissions, travel and entertainment will be combined with
advertising, branding, and other costs and will be recorded as sales and
marketing expenses.

      RECRUITING EXPENSES. Expenses related to the cost of hiring new personnel
will be recorded as general and administrative expenses.

      DEPRECIATION AND AMORTIZATION OF OPERATING ASSETS. Depreciation and
amortization of operating assets such as furniture, computers, and leaseholds
will continue to be recorded as general and administrative expenses.

      STOCK COMPENSATION, AMORTIZATION OF INTANGIBLE ASSETS. Stock
compensation and amortization of intangible assets will appear as
separate expense lines below general and administrative expenses.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

      Statement of Financial Accounting Standards "SFAS" No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137,
is effective for financial statements for fiscal years ending December 31, 2000,
but may be adopted in earlier periods. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. The
Company does not believe that SFAS No. 133 will have a significant impact on its
financial statements.

                                       22
<PAGE>
QUARTERLY RESULTS OF OPERATIONS

      The following table sets forth certain unaudited quarterly operating
information of Whittman-Hart for each of the eight quarters ending with the
quarter ended December 31, 1999. This data has been prepared on the same
basis as the audited financial statements, and in management's opinion,
includes all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the information for the periods
presented. Results for any previous fiscal quarter are not necessarily
indicative of results for the full year or for any future quarter.

<TABLE>
<CAPTION>


                            MAR. 31,    JUN. 30,    SEP. 30,    DEC. 31,    MAR. 31,    JUN. 30,    SEP. 30,    DEC. 31,
(in thousands)                  1998        1998        1998        1998        1999        1999        1999        1999
                               -----------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>
Revenues                     $66,507     $77,840     $89,582     $99,574    $108,674    $116,016    $123,211    $133,010
Cost of services              39,161      45,117      50,596      56,109      61,560      65,140      68,563      73,976
                              -------    -------     -------     -------    --------     -------     -------     -------
Gross profit                  27,346      32,723      38,986      43,465      47,114      50,876      54,648      59,034

Selling                        2,469       3,222       4,017       4,320       4,468       5,616       6,238       6,451
Recruiting                     2,280       2,959       3,389       2,701       2,633       2,667       2,688       2,837
General and administrative    17,289      20,274      22,814      25,925      28,300      30,003      31,457      34,795
Business combination costs       383           -         392           -       2,653       1,635         406       2,588
                              -------    -------     -------     -------    --------     -------     -------     -------
Operating income               4,925       6,268       8,374      10,519       9,060      10,955      13,859      12,363

Other income                     882        1410       1,644       1,764       1,731       1,645       1,881       2,891

Income before taxes            5,807       7,678      10,018      12,283      10,791      12,600      15,740      15,254
Income tax expense             2,694       3,009       4,227       5,030       4,776       5,657       6,763       6,898
                               -------    -------     -------     -------    --------     -------     -------     ------
Net income                    $3,113      $4,669      $5,791      $7,253      $6,015      $6,943     $ 8,977      $8,356
                              ======      ======      ======      ======      ======      ======     =======      ======
Total revenues, as
                               -----------------------------------------------------------------------------------------
Previously reported (1)      $61,575     $71,833     $82,105     $92,100    $104,092    $111,186    $121,248    $133,010
Adjustments (2)                4,932       6,007       7,477       7,474       4,582       4,830       1,963           -
                              -------    -------     -------     -------    --------     -------     -------     -------
Total revenues                66,507      77,840      89,582      99,574     108,674     116,016     123,211     133,010

Gross Profit, as
Previously reported (1)       25,187      30,063      35,517      40,016      45,015      48,807      53,592      59,034
Adjustments (2)                2,159       2,660       3,469       3,449       2,099       2,069       1,056           -
                              -------    -------     -------     -------    --------     -------     -------     -------
Total gross profit            27,346      32,723      38,986      43,465      47,114      50,876      54,648      59,034

Operating income, as
Previously reported (1)        4,868       5,877       7,575       9,721       8,612      10,589      13,700      12,363
Adjustments (2)                   57         391         799         798         448         366         159           -
                              -------    -------     -------     -------    --------     -------     -------     -------
Total operating income         4,925       6,268       8,374      10,519       9,060      10,955      13,859      12,363

Net income, as
Previously reported (1)        2,987       4,245       5,095       6,487       5,560       6,560       8,804       8,356
Adjustments (2)                  126         424         696         766         455         383         173           -
                              -------    -------     -------     -------    --------     -------     -------     -------
Total net income              $3,113      $4,669      $5,791      $7,253      $6,015      $6,943      $8,977     $ 8,356
                              ======      ======      ======      ======      ======      ======      ======     =======
</TABLE>


(1)      The quarter ended December 31, 1999 is reported in conjunction with
this Form 10-K.

(2)      Adjustments to the quarters relating to 1998 reflect the effect of
acquisitions accounted for as a pooling-of-interests of the amounts previously
reported in the Company's quarterly results on Form 10-K. Adjustments to the
quarters of 1999 reflect the effect of acquisitions accounted for as a
pooling-of-interests of the amounts previously in the Company's reports on Form
10-Q. See note 4 of notes to consolidated financial statements for a more
detailed discussion of these transactions.

                  Variations in the Company's revenues and operating results
         occur from time to time as a result of a number of factors, such as the
         significance of client engagements commenced and completed during a
         quarter, the number of business days in a quarter, timing of branch and
         service line expansion activities, the timing of corporate
         expenditures, and employee hiring and utilization rates.

                                       23
<PAGE>

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This Form 10-K contains certain forward-looking statements that reflect
marchFIRST's current expectations about its future operating results,
performance, and opportunities that involve substantial risks and uncertainties.
When used in this Form 10-K, the words "anticipate," "believe," "estimate,"
"plan," "intend," and "expect," and similar expressions, as they relate to
marchFIRST or its management, are intended to identify such forward-looking
statements. These forward looking statements are based on information currently
available to marchFIRST and are subject to a number of risks, uncertainties, and
other factors that could cause marchFIRST's actual results, performance,
prospects, and opportunities to differ materially from those expressed in, or
implied by, these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, integration and
other risks related to the merger with USWeb/CKS, difficulties in attracting and
retaining highly skilled employees, marchFIRST's ability to manage rapid growth
and expansion into new geographic areas and service lines, marchFIRST's ability
to manage the risk associated with client projects, and risks related to
possible acquisitions and the other factors discussed under "Risk Factors."
Except as required by the Federal Securities law, the Company does not undertake
any obligation to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date of this Form 10-K
or for any other reason.

RISK FACTORS

      You should consider the following risks in deciding whether to invest in
our Company. These matters should be considered along with the other information
included in this Annual Report on Form 10-K. We have separated the risks into
two groups: risks relating to our recently completed merger with USWeb/CKS and
risks relating to our Company as it now exists following the completion of the
merger.

      In accordance with "plain English" guidelines provided by the Securities
and Exchange Commission, the risk factors have been written in the first person.

RISKS RELATING TO THE MERGER

      INTEGRATING WHITTMAN-HART AND USWEB/CKS MAY BE DIFFICULT.

      We need to efficiently and promptly integrate operations of Whittman-Hart
and USWeb/CKS to achieve the anticipated benefits of the merger. Failure to
successfully integrate the businesses of the two companies could have a negative
effect on us and prevent us from achieving the anticipated benefits of the
merger.

      Certain key elements of the operations of the two companies need to be
integrated, including:

         -        management and other professional personnel;

         -        technical and creative service offerings;

         -        sales and marketing efforts; and

         -        financial, accounting and other operational controls,
                  procedures, information systems and policies.

      The integration process will be further complicated by the need to
integrate widely dispersed operations, multiple executive offices and different
corporate cultures. This integration may not be


                                       24
<PAGE>

accomplished in an efficient or effective manner, if at all. The integration
process will require the dedication of management and other personnel, which may
distract their attention from the conduct of day-to-day business activities. The
integration of Whittman-Hart and USWeb/CKS will be made more difficult by the
large number of other businesses recently acquired by the two companies and the
continuing challenges of integrating some of these businesses. Finally, we have
not attempted an acquisition with the scope or magnitude of the planned merger.
Expenses associated with ongoing integration of the companies are likely to have
a negative effect on our operating results at least through December 31, 2000.

      WE MUST RETAIN KEY PERSONNEL AND THEY MUST WORK TOGETHER EFFECTIVELY.

      Our success will depend upon the retention of senior executives and other
key employees who are critical to the continued advancement, development and
support of our services, ongoing sales and marketing efforts. The loss of the
services of any key personnel or of any significant group of employees could
negatively affect our business and prospects. As often occurs with mergers of
technology/services companies, our competitors may intensify their efforts to
recruit key employees as we integrate the two companies. Employee uncertainty
regarding the effects of the merger could also cause increased turnover.

      Our success largely depends on the ability of our executive officers and
other members of senior management to operate effectively in their roles in the
newly combined company. If our management does not succeed in their roles or we
are not able to efficiently allocate management responsibilities and cause our
officers and senior managers to operate effectively as a group, our business
could be negatively affected.

      WE COULD LOSE CLIENTS AS A RESULT OF UNCERTAINTY REGARDING THE MERGER.

      Uncertainty regarding our ability to effectively integrate the operations
of the two companies without significant reduction in quality of service could
lead some customers to select other vendors. The loss of business from
significant clients could have a negative effect on our business.

      WE MUST BUILD RECOGNITION AND CUSTOMER ACCEPTANCE OF NEW BRANDS.

      Whittman-Hart and USWeb/CKS each invested significant efforts in building
brand recognition and customer acceptance of our brand names. We believe that
transferring market acceptance for the Whittman-Hart and USWeb/CKS brands to our
combined and new brands will be an important aspect of our efforts to retain and
attract clients. Promoting and maintaining these brands will depend largely on
the success of our marketing efforts and our ability to provide high quality,
reliable and cost-effective services. These efforts will require significant
expenses, which will affect our results of operations. In addition, although we
intend to centralize our marketing efforts, a significant part of our client
services will continue to be provided through individual consulting offices.
Client dissatisfaction with the performance of a single office could diminish
the value of the combined company brands.

RISKS RELATING TO OUR COMPANY

      OUR QUARTERLY RESULTS MAY FLUCTUATE, WHICH MAY LEAD TO REDUCED PRICES FOR
OUR STOCK.

      Our operating results have fluctuated in the past and our operating
results are likely to fluctuate in the future as a result of a variety of
factors, many of which will be outside of our control. Some of these factors
include:


                                       25
<PAGE>

         -        timing of the completion, material reduction or cancellation
                  of major projects or the loss of a major client;

         -        the amount and timing of the receipt of new business;

         -        timing of hiring or loss of personnel;

         -        the cost and timing of the opening or closing of an office;

         -        the amount and the relative mix of high-margin creative or
                  strategy consulting projects as compared to lower margin
                  projects;

         -        capital expenditures and other costs relating to the expansion
                  of operations;

         -        the level of demand for Intranet, Extranet and Web site
                  development;

         -        the productivity of consultants;

         -        the ability to maintain adequate staffing to service clients
                  effectively;

         -        the cost of advertising and related media;

         -        the amount and timing of expenditures by clients for
                  professional services;

         -        the introduction of new products or services by competitors;

         -        pricing changes in the industry;

         -        the relative mix of lower cost full-time employees versus
                  higher cost independent contractors;

         -        technical difficulties with respect to the use of the
                  Internet;

         -        economic conditions specific to Internet technology usage;

         -        government regulation and legal developments regarding the use
                  of the Internet; and

         -        general economic conditions.

      We may also experience seasonality in our business, resulting in
diminished revenues as a consequence of decreased demand for professional
services during summer and year-end vacation and holiday periods. Due to all of
these factors, our operating results in any given quarter may fall below the
expectations of securities analysts and investors. In that event, the trading
price of our common stock would likely be significantly and negatively affected
and litigation may ensue.

      The historical financial data of the two companies is of limited value in
planning future operating expenses. Accordingly, our expense levels will be
based in part on our expectations concerning future revenues and will be fixed
to a large extent. We will be unable to adjust spending in a timely manner to
compensate for any unexpected shortfall in revenues. Accordingly, a significant
shortfall in demand for services could have an immediate and significant
negative effect on our business and results of operations.


                                       26
<PAGE>

     OUR STOCK PRICE IS VOLATILE AND COULD DECLINE IN VALUE.

     The stock market, which has recently been at or near historic highs, has
experienced extreme price and volume fluctuations that have particularly
affected the market prices of equity securities of many technology companies and
that often have been unrelated to the operating performance of those companies.
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company. This litigation could result in substantial costs and a
diversion of management's attention and resources, which would have a negative
effect on our business, financial condition and results of operations.

INTENSE COMPETITION FROM OTHER CAPITAL PROVIDERS TO ACQUIRE INTERESTS IN
BUSINESS-TO-BUSINESS E-COMMERCE COMPANIES COULD RESULT IN LOWER RETURNS OR
LOSSES ON INVESTMENTS.

     Bluevector LLC, our venture capital fund, faces intense competition from
traditional venture capital firms, corporate strategic investors and other
capital providers to develop and acquire interests in e-commerce spin-off
businesses. Corporate strategic investors include publicly-held CMGI, Internet
Capital Group and Safeguard Scientifics, as well as Idealab!, and other private
companies. In addition, other professional services firms have recently
announced their intention to provide capital and services to e-commerce
businesses. Many of our competitors have greater financial and management
resources, brand name recognition and industry contacts than we do. This intense
competition, and the impact it has on the valuation of e-commerce spin-off
businesses, could limit our opportunities to invest in such businesses or force
us to pay higher prices for such investments, which would result in lower
returns or losses on investments.

      TO SUCCEED, WE MUST RECRUIT AND RETAIN SKILLED PROFESSIONALS, WHO ARE IN
SHORT SUPPLY.

      Our business of delivering Internet professional services is labor
intensive. Accordingly, our success depends in large part on our ability to
identify, hire, train and retain consulting professionals who can provide the
Internet strategy, technology, and marketing and creative skills required by
clients. The inability to attract and retain the necessary technical, marketing
and managerial personnel would have a negative effect on our business. There is
currently a shortage of this type of personnel, and this shortage is likely to
continue for the foreseeable future. We will encounter intense competition for
qualified personnel from other companies, and may not be able to identify, hire,
train or retain other highly qualified technical, marketing and managerial
personnel in the future.

      OUR SUCCESS DEPENDS ON OUR ABILITY TO MANAGE GROWTH.

      We have experienced recent rapid growth and are subject to the risks
inherent in the expansion and growth of a business enterprise. This significant
growth, if sustained, will continue to place a substantial strain on our
operational and administrative resources and to increase the level of
responsibility for our management personnel. To manage our growth effectively,
we will need to further develop our operating, MIS, accounting and financial
systems and to expand, train and manage our employee base. The management skills
and systems we currently have in place may not be adequate if we continue to
grow as planned.


                                       27
<PAGE>

      OUR INTERNATIONAL OPERATIONS ARE DIFFICULT TO MANAGE.

      We have 27 offices outside the United States. If revenues from
international consulting offices are not adequate to offset the expenses of
establishing and maintaining international operations and of localizing our
marketing programs, our business and results of operations could be negatively
affected. In addition to the uncertainty as to our ability to generate revenues
from foreign operations and expand our international presence, there are certain
risks inherent in doing business on an international level, including any of the
following factors which could negatively affect our international operations:

         -        unexpected changes in regulatory requirements, export and
                  import restrictions, tariffs and other trade barriers;

         -        difficulties in staffing and managing foreign operations;

         -        potentially adverse differences in business customs, practices
                  and norms;

         -        longer payment cycles;

         -        problems in collecting accounts receivable;

         -        political instability;

         -        fluctuations in currency exchange rates;

         -        software piracy;

         -        seasonal reductions in business activity; and

         -        potentially adverse tax consequences.

      THE MARKET IN WHICH WE COMPETE IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS
TO ENTRY.

      The market for Internet professional services is relatively new, intensely
competitive, rapidly evolving and subject to rapid technological change. We
expect competition to intensify and increase in the future. Our competitors can
be divided into several groups:

         -        large information technology consulting service providers such
                  as Andersen Consulting, Cambridge Technology Partners and
                  Electronic Data Systems Corporation;

         -        the consulting divisions of computer hardware vendors such as
                  International Business Machines Corporation, Compaq Computer
                  Corp. and Hewlett-Packard Company;

         -        Internet integrators and Web presence providers such as
                  Agency.com, iXL Enterprises, Inc., Organic Online, Inc.,
                  Proxicom Inc., Sapient Corporation, Scient Corporation and
                  Viant Corporation; and

         -        advertising and media agencies such as Ogilvy & Mather, Young
                  & Rubicam, and Foote, Cone & Belding.

      Many of our current and potential competitors have longer operating
histories, larger installed customer bases, longer relationships with clients
and significantly greater financial, technical, marketing and public relations
resources than we do and could decide at any time to increase their resource
commitments to our target markets. In addition, the market for Intranet,
Extranet and Web site


                                       28
<PAGE>

development is relatively new and subject to continuing definition, and, as a
result, may better position our competitors to compete in this market as it
matures. As a strategic response to changes in the competitive environment, we
may from time to time make pricing, service, technology or marketing decisions
or business or technology acquisitions that could have a negative effect on our
business and results of operations.

      In addition, our ability to maintain existing client relationships and
generate new clients will depend to a significant degree on the quality of our
services and our reputation among clients and potential clients, as compared
with our competitors. To the extent we lose clients to our competitors because
of dissatisfaction with our services or our reputation is negatively affected
for any other reason, our business could be negatively affected.

      There are relatively low barriers to entry into our business. Because
professional services firms like us rely on the skill of their personnel and the
quality of their client service, they typically have no patented technology that
would preclude or inhibit competitors from entering their markets. We are likely
to face additional competition from new entrants into the market in the future.
Existing or future competitors may develop or offer services that provide
significant performance, price, creative or other advantages over those offered
by us, which could have a negative effect on our business and prospects.

      WE RELY ON STRATEGIC RELATIONSHIPS THAT COULD BE TERMINATED EASILY.

      We have a number of strategic relationships with leading hardware and
software companies, including 3Com Corporation, J.D. Edwards & Company,
Microsoft Corporation, Novell, Inc., and Siebel Systems, Inc. The loss of any
one of these strategic relationships would deprive us of the opportunity to gain
early access to leading-edge technology, cooperatively market products with the
vendor, cross-sell additional services and gain enhanced access to vendor
training and support. Maintenance of our strategic relationships is based
primarily on an ongoing mutual business opportunity and a good overall working
relationship. The legal contracts associated with these relationships would not
be sufficient to force the strategic relationship to continue effectively if the
strategic partner wanted to terminate the relationship. In the event that any
strategic relationship is terminated, our business may be negatively affected.

      THE INTERNET ECONOMY AND THE MARKET FOR E-COMMERCE SOLUTIONS IS STILL
DEVELOPING.

      We expect to derive a substantial portion of our revenues from services
that depend upon the adoption of Internet solutions and the continued
development of the World Wide Web, the Internet and e-commerce. The Internet has
experienced, and is expected to continue to experience, significant growth in
the number of users and volume of traffic. The Internet infrastructure may not
continue to be able to support the demands placed on it by this continued
growth. In addition, critical issues concerning the use of Internet and
e-commerce solutions, including security, reliability, cost, ease of deployment
and administration and quality of service, remain unresolved and may affect the
acceptance of these technologies to operate a business, expand product
marketing, improve corporate communications and increase business efficiencies.
The adoption of Internet solutions for these purposes can be capital intensive
and generally requires the acceptance of a new way of conducting business and
exchanging information. If critical issues concerning the ability of Internet
solutions to improve business positioning and processes are not resolved or if
the necessary infrastructure is not developed, our business and prospects will
be negatively affected.

      Even if these issues are resolved, businesses may not elect to outsource
the design, development and maintenance of their Web sites to Internet
professional services firms. If independent providers of Internet professional
services prove to be unreliable, ineffective or too expensive, or if software


                                       29
<PAGE>

companies develop tools that are sufficiently user-friendly and cost-effective,
enterprises may choose to design, develop or maintain all or part of their
Intranets, Extranets or Web sites themselves. If the market for such services
does not continue to develop or develops more slowly than expected, or if our
services do not achieve market acceptance, our business will be negatively
affected.

      THE INFRINGEMENT OR MISUSE OF INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR
BUSINESS.

      We regard our intellectual property rights, such as copyrights,
trademarks, trade secrets, practices and tools, as important to our success. To
protect our intellectual property rights, we rely on a combination of trademark
and copyright law, trade secret protection and confidentiality agreements and
other contractual arrangements with our employees, affiliates, clients,
strategic partners, acquisition targets and others. Effective trademark,
copyright and trade secret protection may not be available in every country in
which we intend to offer our services. The steps we have taken to protect our
intellectual property rights may not be adequate, third parties may infringe or
misappropriate our intellectual property rights and we may not be able to detect
unauthorized use and take appropriate steps to enforce our rights. In addition,
other parties may assert infringement claims against us. These claims,
regardless of merit, could result in the expenditure of significant financial
and managerial resources. Further, an increasing number of patents are being
issued to third parties regarding Internet business processes. Future patents
may limit our ability to use processes covered by such patents or expose us to
claims of patent infringement or otherwise require us to seek to obtain related
licenses. These licenses may not be available on acceptable terms. Our failure
to obtain these licenses on acceptable terms could have a negative effect on our
business.

      IF WE DO NOT PERFORM TO OUR CLIENTS' EXPECTATIONS, WE FACE POTENTIAL
LIABILITY.

      Many of our consulting engagements involve the development, implementation
and maintenance of applications that are critical to the operations of our
clients' businesses. Our failure or inability to meet a client's expectations in
the performance of its services could injure our business reputation or result
in a claim for substantial damages against us, regardless of our responsibility
for the failure. In addition, we possess technologies and content that may
include confidential or proprietary client information. Although we have
implemented policies to prevent this client information from being disclosed to
unauthorized parties or used inappropriately, any unauthorized disclosure or use
of this information could result in a claim for substantial damages. We have
attempted to contractually limit our damages arising from negligent acts,
errors, mistakes or omissions in rendering professional services. However, these
contractual protections may not be enforceable or may not otherwise protect us
from liability for damages. Although we maintain general liability insurance
coverage, including coverage for errors and omissions, this coverage may not
continue to be available on reasonable terms or may not be available in amounts
sufficient to cover one or more large claims, or the insurer may disclaim
coverage as to any future claim. The successful assertion of one or more large
claims against us that are not covered by insurance or result in changes to any
of our insurance policies, including premium or deductible increases or
coinsurance requirements, could negatively affect our business and financial
condition.

      OUR ORGANIZATIONAL DOCUMENTS AND CURRENT DELAWARE LAW MAY DETER
POTENTIALLY BENEFICIAL TAKEOVER ATTEMPTS.

      Our certificate of incorporation and by-laws and the Delaware General
Corporation Law include provisions that may be deemed to have anti-takeover
effects and may delay, deter or prevent a takeover attempt that stockholders
might consider in their best interests. These include by-law provisions under
which only the Chairman of the Board or the President may call meetings of
stockholders and certain advance notice procedures for nominating candidates for
election to the board of directors. Our directors are divided into three classes
and are elected to serve staggered three-year terms. Our board of directors


                                       30
<PAGE>

is empowered to issue up to 3,000,000 shares of preferred stock and to determine
the price, rights, preferences and privileges of these shares, without any
further stockholder action. The existence of this "blank-check" preferred stock
could render more difficult or discourage an attempt to obtain control of our
company by means of a tender offer, merger, proxy contest or otherwise. In
addition, this "blank-check" preferred stock, and any issuance of this stock,
may significantly decrease the market price of our common stock.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      At December 31, 1999, the Company maintained investments in marketable
securities. The securities are classified as available for sale on the
consolidated balance sheet at fair value, with unrealized gains and losses
reported as a separate component of stockholders' equity, net of applicable
deferred income taxes. As of December 31, 1999, the fair value of the Company's
marketable securities portfolio was $121.1 million, all of which was invested in
debt securities.

      As of December 31, 1999, the Company operated two offices in London,
England, an office in Manchester, England, and an office in Edinburg, Scotland,
which exposes the Company to market risk associated with foreign currency
exchange rate fluctuations; however, such risk is immaterial at this time to the
Company's consolidated financial statements.

      Subsequent to the merger with USWeb/CKS, on March 1, 2000, the Company
assumed certain additional risks, including changes in interest rates affecting
the return on its investments and, to a lesser extent, risks associated with
foreign currency fluctuations. In the normal course of business, the Company
establishes policies and procedures to manage its exposure to fluctuations in
interest rates and foreign currency values. The additional risks as a result of
the merger are discussed as follows:

      INTEREST RATE RISK. marchFIRST's exposure to interest rate risks results
primarily from our short-term investments. To minimize exposure to interest rate
risks, we invest predominately in instruments that are highly liquid, are of
investment grade and generally have maturities of less than one year. We intend
to make such funds readily available for operating purposes. At December 31,
1999, we had investments with maturities and weighted average interest rates as
follows (in thousands):

                                                    Maturities
                                              2000              2001
                                              ----              ----
                  Balance                  $43,563            $1,028
                  Interest Rate               5.5%             5.42%

      FOREIGN CURRENCY RISKS. As of December 31, 1999, USWeb/CKS had
operating subsidiaries located in several countries including the United
Kingdom, Germany, France, Canada, Switzerland, Spain, Australia, and South
Africa. These subsidiaries operate primarily in the functional currency of
their individual countries. marchFIRST does not have exposure to significant
foreign currency risk related to the ongoing operations of these
subsidiaries. marchFIRST has a foreign currency risk related to one of our
acquisitions. Our acquisitions are typically completed using our Common Stock
as consideration for the acquisitions. Generally, at least 50% of the shares
to be issued are deposited into a one-year escrow, and the remaining shares
are delivered to the acquired company's shareholders. The acquired company is
valued again, typically at each of six and twelve months after the
acquisition, and additional shares are issued to the acquired company's
shareholders or escrowed shares are returned to marchFIRST, depending on
whether the valuation has increased or decreased. Some acquisitions have been
completed using a cash component, typically denominated in United States
dollars. After December 31, 1998, the Company completed one acquisition under
the methodology described above, and the acquired company will be valued
again in February 2000. The value of the

                                       31
<PAGE>

number of shares of Common Stock that were issued in this transaction was
denominated in Swiss Francs. The value of these shares of Common Stock, assuming
financial performance targets was met, is approximately nine million Swiss
Francs.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      The information in response to this item is included in the financial
statements and notes thereto, and the related Independent Auditors' Report,
appearing on pages F-1 to F-20 of this Form 10-K, and in Item 7 of this Form
10-K under the caption, "Quarterly Results of Operations."

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

      None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      The information in response to this item is incorporated herein by
reference from the sections captioned "Election of Directors" and "Executive
Officers" of the Company's definitive Proxy Statement to be filed in connection
with the Company's 2000 Annual Meeting of Stockholders (the "Proxy Statement").

ITEM 11.  EXECUTIVE COMPENSATION.

      The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Executive
Compensation."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned, "Security Ownership
of Management and Principal Stockholders."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned, "Certain
Transactions."

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K.

(a)   (1)  Consolidated Financial Statements.

             The following financial statements and notes thereto, and the
             related Independent Auditors' Report, are filed as part of this
             Form 10-K on pages F-1 to F-20:

             Independent Auditors' Report.
             Consolidated Balance Sheets at December 31, 1999 and 1998.



                                       32
<PAGE>


             Consolidated Statements of Earnings for the years ended December
             31, 1999, 1998 and 1997.
             Consolidated Statements of Stockholders' Equity and Comprehensive
             Income for the years ended December 31, 1999, 1998 and 1997.
             Consolidated Statements of Cash Flows for the years ended December
             31, 1999, 1998 and 1997.
             Notes to Consolidated Financial Statements.

      (2)  Financial Statement Schedules.

             The following financial statement schedule of the Company and the
             related Independent Auditors' Report are filed as part of this Form
             10-K on pages F-1 to F-20:

             Independent Auditors' Report.
             Schedule II - Valuation and Qualifying Accounts.

             All other financial statement schedules have been omitted because
             such schedules are not required or the information required has
             been presented in the aforementioned financial statements.


                                       33
<PAGE>

      (3) Exhibits.

           The following exhibits are filed with this report or incorporated by
reference as set forth below.

          EXHIBIT NO.    DESCRIPTION
          ----------     -----------
            2.1(1)       Agreement and Plan of Merger by and among
                         Whittman-Hart, Inc., Uniwhale, Inc., and USWeb/CKS
                         Corporation dated as of December 12, 1999.
            2.2(4)       Merger agreement dated November 21, 1997 between
                         Whittman-Hart, Inc., Whittman-Hart Associates, Inc. and
                         Axis Consulting International, Inc. and Peter Boboff
                         and Graham Weston.
            2.3(5)       Exchange Agreement dated March 30, 1998 between
                         Whittman-Hart, Inc., QCC, Inc., Edward J. Quinn and
                         Alphonse M. Lucchese, Jr.
            3.1          Amended and Restated Certificate of Incorporation of
                         the Company, as amended.
            3.2(1)       Second Amended and Restated By-Laws of the Company.
            4.1(1)       Specimen stock certificate representing Common Stock.
            10.1(1)      Executive Employment Agreement between the Company and
                         Robert F. Bernard effective as of June 15, 1995. *
            10.2(1)      Executive Employment Agreement between the Company and
                         Edward V. Szofer effective as of June 15, 1995. *
            10.6(1)      Form of Employment Agreement (Manager). *
            10.7(1)      Form of Employment Agreement (Consultant). *
            10.8(1)      1995 Incentive Stock Plan dated December 29, 1995. *
            10.9(1)      Employee Stock Purchase Plan. *
            10.10(1)     Whittman-Hart Corporation II Employee Stock Ownership
                         Plan. *
            10.11(1)     Lease for 311 S. Wacker Drive, Chicago, Illinois.
            10.19        Lease agreement dated December 22, 1999 between
                         marchFIRST as lessee and First Chicago Leasing
                         Corporation as lessor.
            23.1         Consent of KPMG LLP.


                                       34
<PAGE>


            27.1         Financial Data Schedule.
                         Year Ended December 31, 1999.
            27.2         Financial Data Schedule.
                         Years Ended December 31, 1998 and December 31, 1997.
            (1)          Incorporated herein by reference to Whittman-Hart's
                         Registration Statement on Form S-4 (No. 333-94565)
                         which was declared effective on January 27, 2000.
            (2)          Incorporated herein by reference to Whittman-Hart's
                         Registration Statement on Form S-1 (No. 333-1778),
                         which was declared effective by the Commission on May
                         2, 1996.
            (3)          Incorporated herein by reference to Whittman-Hart's
                         Registration Statement on Form S-1 (No. 333-18059),
                         which was declared effective by the Commission on
                         January 2, 1997.
            (4)          Incorporated herein by reference to Whittman-Hart's
                         Registration Statement on Form S-1 (No. 333-09617),
                         which was declared effective by the Commission on
                         August 21, 1996.
            (5)          Incorporated herein by reference to Whittman-Hart's
                         current report on Form 8-K dated November 21, 1997,
                         filed with the Commission on December 8, 1997.
            (6)          Incorporated herein by reference to Whittman-Hart's
                         Form 8-K dated March 30, 1998, filed with the
                         Commission on April 13, 1998.

            *            Management contract or compensatory plan or arrangement
                         required to be filed as an exhibit to this Form 10-K.

(b)        Reports on Form 8-K.

           The Company filed a report on Form 8-K dated September 30, 1999,
           announcing that Novell, Inc. had agreed to invest $100 million in the
           Company and that Novell, Inc. and the Company had formed a strategic
           alliance.

           The Company filed a report on Form 8-K dated December 12, 1999,
           announcing that it signed an Agreement and Plan of Merger by and
           among the Registrant, UniWhale, Inc., a wholly owned subsidiary of
           the Registrant, and USWeb Corporation; pursuant to which UniWhale,
           Inc. would merge with and into USWeb Corporation and USWeb
           Corporation would become a wholly owned subsidiary of Registrant.


                                       35
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
Whittman-Hart, Inc.:

We have audited the accompanying consolidated balance sheets of Whittman-Hart,
Inc. and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of earnings, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Whittman-Hart, Inc.
and subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.

KPMG LLP
/s/ KPMG LLP
Chicago, Illinois
January 24, 2000, except as to
Note 17, which is
as of March 1, 2000


                                       F-1
<PAGE>

                      WHITTMAN-HART, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                                          ------------
                                                                                     1999              1998
----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
ASSETS
Current assets:
        Cash and cash equivalents                                              $ 147,816,396    $  50,710,172
        Short-term investments                                                    80,424,087       70,478,919
        Trade accounts receivable, net of allowance for doubtful accounts of
                $3,519,535 and $1,866,640 in 1999 and 1998, respectively          90,708,920       61,298,799
        Prepaid expenses and other current assets                                 11,365,638        3,860,764
        Notes and interest receivable                                                175,932          168,847
        Deferred income taxes                                                      1,956,421          988,457
                                                                                   ---------          -------
                Total current assets                                             332,447,394      187,505,958
Property and equipment, at cost:
        Land                                                                       6,208,229        4,811,253
        Buildings                                                                 17,703,069        6,999,605
        Office furniture and equipment                                            19,531,245       14,296,328
        Computer equipment and software                                           37,911,642       18,069,176
        Automobiles                                                                  105,311          105,311
        Leasehold improvements                                                     2,890,524        1,238,848
                                                                                   ---------        ---------
                                                                                  84,350,020       45,520,521
        Less accumulated depreciation and amortization                           (16,330,966)     (10,328,975)
                                                                                 -----------      -----------
Net property and equipment                                                        68,019,054       35,191,546
Long-term investments                                                             56,095,191       30,195,927
Deferred income taxes                                                             16,895,545             --
Intangible assets                                                                 29,250,035             --
Other assets                                                                       1,500,594        1,449,029
                                                                                   ---------        ---------
                Total assets                                                   $ 504,207,813    $ 254,342,460
                                                                               =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
        Accounts payable                                                       $   5,468,489    $   2,562,874
        Accrued compensation and related costs                                    28,289,411       22,254,652
        Accrued expenses and other liabilities                                    13,872,879       11,614,480
        Income taxes payable                                                            --          2,724,015
        Current maturities of long-term debt                                            --            447,502
                                                                                  ----------        ----------
                Total current liabilities                                         47,630,779       39,603,523

Deferred income taxes, net                                                              --            879,226
Deferred rent                                                                      1,865,447        1,671,978
Deferred revenue                                                                      56,563           37,720
Long-term debt, less current maturities                                                 --            529,478
                                                                                   ----------       ---------
                Total liabilities                                                 49,552,789       42,721,925
Stockholders' equity:
        Preferred stock, $.001 par value; 3,000,000 shares authorized, none
                issued and outstanding                                                  --               --
        Common stock, $.001 par value; 75,000,000 authorized, 61,934,486 and
                54,326,456 shares issued in 1999 and 1998, respectively               61,934           54,326
        Additional paid-in capital                                               388,517,093      173,792,957
        Retained earnings                                                         67,490,048       38,538,902
        Deferred compensation                                                     (1,208,518)        (848,628)
        Accumulated other comprehensive income (loss)                               (205,533)          82,978
                                                                                    --------           ------
                Total stockholders' equity                                       454,655,024      211,620,535
                                                                                 -----------      -----------
                Total liabilities and stockholders' equity                     $ 504,207,813    $ 254,342,460
                                                                               =============    =============
</TABLE>


        See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                      WHITTMAN-HART, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>

                                                                        Years ended December 31,
                                                                        ------------------------
                                                              1999               1998                1997
-------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                <C>
Revenues                                                 $ 480,911,489      $ 333,502,274      $ 199,389,053
Cost of services                                           269,239,800        190,982,472        117,503,492
                                                         -------------      -------------      -------------
        Gross profit                                       211,671,689        142,519,802         81,885,561
Costs and expenses:
        Selling                                             22,772,758         14,027,912          8,706,294
        Recruiting                                          10,825,201         11,328,160          6,705,736
        General and administrative                         124,555,312         86,303,064         50,433,915
        Business combination costs                           7,280,890            774,609          1,771,257
                                                         -------------      -------------      -------------
                Total costs and expenses                   165,434,161        112,433,745         67,617,202
                                                         -------------      -------------      -------------
Operating income                                            46,237,528         30,086,057         14,268,359
Other income (expense):
        Interest expense                                        (3,415)          (114,585)           (61,435)
        Interest income                                      8,125,039          5,759,513          3,644,594
        Other, net                                              26,671             55,396           (109,136)
                                                         -------------      -------------      -------------
                Total other income (expense)                 8,148,295          5,700,324          3,474,023
                                                         -------------      -------------      -------------
Income before income taxes                                  54,385,823         35,786,381         17,742,382
Income taxes:
     Initial deferred income taxes                             351,290            676,334               --
     Income taxes                                           23,743,656         14,284,567          7,805,769
                                                         -------------      -------------      -------------
     Total income taxes                                     24,094,946         14,960,901          7,805,769
                                                         -------------      -------------      -------------
Net income                                                  30,290,877         20,825,480      $   9,936,613
                                                         =============      =============      =============

Basic earnings per share                                 $        0.53      $        0.40      $        0.21
                                                         =============      =============      =============

Diluted earnings per share                               $        0.47      $        0.36      $        0.20
                                                         =============      =============      =============

Weighted average number of common shares outstanding        56,641,091         52,243,902         47,580,433
                                                         =============      =============      =============

Weighted average number of common and common
         equivalent shares outstanding                      64,429,365         57,258,245         50,938,562
                                                         =============      =============      =============
</TABLE>


        See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                      WHITTMAN-HART, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>

                                                                              Additional
                                                          Common Stock         Paid-in        Retained          Deferred
                                                       Shares      Amount      Capital        Earnings        Compensation
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>        <C>             <C>             <C>
Balance at December 31, 1996                        45,262,562  $ 45,263   $  73,669,235    $ 7,214,146       $ (97,831)
----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                                    9,936,613
Other comprehensive loss, net of tax
        Foreign currency translation adjustment
        Other comprehensive income
Comprehensive income
Issuance of common stock
        related to acquisitions                        699,216       699         386,763        (49,491)
Issuance of common stock related
            to software purchase                        20,844        21         247,852
Issuance of common stock from
         exercise of stock options                     783,022       783       2,618,467
Issuance of common stock pooled-company              1,615,553     1,615       1,438,209
Issuance of common stock from
        employee stock purchase plan                   132,956       133       1,194,688
Tax benefit related to stock plans                                             2,510,523
Issuance of restricted stock awards and options        151,700       152       1,474,317                     (1,474,469)
Amortization of deferred compensation                                                                           362,675
                                                    ----------    ------      ----------     ----------      ----------
Balance at December 31, 1997                        48,665,853    48,666      83,540,054     17,101,268      (1,209,925)

Net income                                                                                   20,825,480
Other comprehensive loss, net of tax
          Foreign currency translation adjustment
          Unrealized gains on securtities
        Other comprehensive income
Comprehensive income
Issuance of common stock
        related to acquisitions                        600,000       600           1,800      1,306,096
Issuance of common stock                             3,400,000     3,400      69,576,102
Stock compensation                                                               142,164
Issuance of common stock from
         exercise of stock options                   1,527,501     1,527      11,345,314
Tax benefit related to stock plans                                             7,302,677
Issuance of common stock from
        employee stock purchase plan                   133,102       133       1,884,846
Amortization of deferred compensation                                                                           361,297
Distributions                                                                                  (693,942)
                                                    ----------    ------      ----------     ----------      ----------
Balance at December 31, 1998                        54,326,456    54,326     173,792,957     38,538,902        (848,628)
Net income                                                                                   30,290,697
Other comprehensive loss, net of tax
          Foreign currency translation adjustment
          Unrealized losses on securtities
        Other comprehensive income
Comprehensive income
Stock compensation                                                             1,089,835
Issuance of common stock
        related to acquisitions                        835,519       836      20,605,678        456,177
Issuance of common stock                             3,294,893     3,295      37,161,521
Issuance of common stock from
         exercise of stock options                   3,115,109     3,115      98,244,409
Tax benefit related to stock plans                                            28,996,298
Issuance of restricted stock awards                      9,835        10         907,807                       (907,817)
Issuance of common stock from
        employee stock purchase plan                   352,674       353       6,196,628
Goodwill related to taxable pooling                                           21,521,960
Distributions                                                                                (1,795,728)
Amortization of deferred compensation                                                                           547,927
                                                    ----------  --------   -------------    -----------     -----------
Balance at December 31, 1999                        61,934,486  $ 61,934   $ 388,517,093    $67,490,048     $(1,208,518)
                                                    ==========  ========   =============    ===========     ===========
</TABLE>


<TABLE>
<CAPTION>

                                                                                                       Accumulated
                                                                                                          Other
                                                              Treasury Stock at Cost  Comprehensive   Comprehensive
                                                               Shares         Amount   Income (Loss)   Income (Loss)     Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>       <C>           <C>          <C>
Balance at December 31, 1996                                  $ (13,210)     $(12,797)    $     --   $      --    $  80,818,016
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                              9,936,613                     9,936,613
Other comprehensive loss, net of tax
          Foreign currency translation adjustment                                          (2,558)
                                                                                       ----------
        Other comprehensive income                                                         (2,558)      (2,558)          (2,558)
                                                                                       ----------
Comprehensive income                                                                   $9,934,055
                                                                                       ==========
Issuance of common stock
        related to acquisitions                                                                                         337,971
Issuance of common stock related
            to software purchase                                                                                        247,873
Issuance of common stock from
         exercise of stock options                               13,210        12,797                                 2,632,047
Issuance of common stock pooled-company                                                                               1,439,824
Issuance of common stock from
        employee stock purchase plan                                                                                  1,194,821
Tax benefit related to stock plans                                                                                    2,510,523
Issuance of restricted stock awards and options
Amortization of deferred compensation                                                                                   362,375
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997                                         --            --          --       (2,558)      99,477,505

Net income                                                                             20,825,480                    20,825,480
Other comprehensive loss, net of tax
          Foreign currency translation adjustment                                          (9,029)
          Unrealized gains on securtities                                                  94,565
                                                                                       ----------
        Other comprehensive income                                                         85,536       85,536           85,536
                                                                                       ----------
Comprehensive income                                                                   20,911,016
                                                                                       ==========
Issuance of common stock

        related to acquisitions                                                                                       1,306,096
Issuance of common stock                                                                                             69,579,502
Stock compensation                                                                                                      142,164
Issuance of common stock from
                                                                                                                             --
         exercise of stock options                                                                                   11,346,841
Tax benefit related to stock plans                                                                                    7,302,677
Issuance of common stock from
        employee stock purchase plan                                                                                  1,884,979
Amortization of deferred compensation                                                                                   361,297
Distributions                                                                                                          (693,942)
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                                         --           --          --        82,978      211,620,535
Net income                                                                             30,290,697                    30,290,697
Other comprehensive loss, net of tax
          Foreign currency translation adjustment                                        (100,701)
          Unrealized losses on securtities                                               (187,810)
                                                                                         --------
        Other comprehensive income                                                       (288,511)    (288,511)        (288,511)
                                                                                         --------
Comprehensive income                                                                  $30,002,186
                                                                                      ===========
Stock compensation                                                                                                    1,089,835
Issuance of common stock
        related to acquisitions                                                                                      21,062,691
Issuance of common stock                                                                                             37,164,816
Issuance of common stock from
         exercise of stock options                                                                                   98,247,524
Tax benefit related to stock plans                                                                                   28,996,298
Issuance of restricted stock awards                                                                                       --
Issuance of common stock from

        employee stock purchase plan                                                                                  6,196,981
Goodwill related to taxable pooling                                                                                  21,521,960
Distributions                                                                                                        (1,795,728)
Amortization of deferred compensation                                                                                   547,927
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                                       $-             $-        $ -      $(205,533)   $ 454,655,024
====================================================================================================================================
</TABLE>

                                      F-4
<PAGE>
                      WHITTMAN-HART, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                          Years ended December 31,
                                                                                          ------------------------
                                                                                1999                1998               1997
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                <C>                <C>
Cash flows from operating activities:
        Net income                                                         $  30,290,877      $  20,825,480      $   9,936,613
        Adjustments to reconcile net income to net cash
          provided by operating activities:
                Depreciation and amortization                                  6,946,558          4,173,995          2,875,749
                Deferred income taxes                                         (1,212,378)           134,522           (970,876)
                Unrealized gain on investments                                      --              (44,429)          (594,119)
                Unrealized holding loss on investments                           187,810            (94,565)              --
                (Gain) loss  on sales of short-term investments                     --                3,265             (4,641)
                Non cash stock compensation expense                            1,089,835            142,164               --
                Changes in assets and liabilities, net of acquisitions:
                        Trade accounts receivable, net                       (24,452,310)       (21,892,715)       (15,502,895)
                        Income taxes receivable                                     --                 --              140,154
                        Prepaid expenses and other current assets             (4,732,268)          (415,169)        (1,879,467)
                        Other assets                                              47,596           (365,627)            (5,009)
                        Accounts payable                                       1,813,765            (65,381)           343,142
                        Accrued compensation and related costs                 4,239,034          5,225,657          5,842,805
                        Income taxes payable                                  23,451,333          8,314,549          4,207,967
                        Accrued expenses and other liabilities                (2,180,120)         7,109,536          2,684,293
                        Deferred rent                                            193,469            342,753            441,060
                        Other, net                                               (15,498)           141,614            248,207
                                                                              ----------      -------------      -------------
Net cash provided by operating activities                                     35,667,703         23,535,649          7,762,983
                                                                              ----------      -------------      -------------
Cash flows from investing activities:
        Purchases of short-term investments                                 (161,510,671)      (182,968,293)      (115,921,644)
        Sales of short-term investments                                      140,842,303        141,200,598         88,713,027
        Investments in non-marketable equity securities                      (15,452,861)              --                 --
        Payment for acquisition                                               (1,944,955)              --             (605,000)
        Purchases of property and equipment                                  (38,498,676)       (22,347,731)       (11,898,952)
                                                                              ----------      -------------      -------------
Net cash used in investing activities                                        (76,564,860)       (64,115,426)       (39,712,569)
                                                                              ----------      -------------      -------------
Cash flows from financing activities:
        Payments on line of credit, net                                             --             (924,146)              --
        Proceeds from issuance of bank debt                                         --              387,827          1,660,104
        Payments on bank debt                                                 (1,809,675)          (949,367)          (623,857)
        Payments on related party debt                                              --                 --             (200,000)
        Proceeds from issuance of common stock, net of issuance costs         98,247,704         69,579,502            832,501
        Proceeds from exercise of stock options                               37,164,637         11,346,842          3,161,412
        Proceeds from employee stock purchase plan                             6,196,933          1,884,978          1,194,821
        Partnership capital distributions                                     (1,795,718)          (674,670)              --
                                                                              ----------      -------------      -------------
Net cash provided by financing activities                                    138,003,881         80,650,966          6,024,981
                                                                              ----------      -------------      -------------

Net increase (decrease)  in cash and  cash equivalents                        97,106,724         40,071,189        (25,924,605)
Cash and cash equivalents at beginning of year                                50,710,172         10,638,983         36,563,588
                                                                              ----------      -------------      -------------
Cash and cash equivalents at end of year                                   $ 147,816,896      $  50,710,172      $  10,638,983
                                                                           =============      =============      =============

Supplemental disclosures of cash flow information:
        Interest paid                                                      $      12,549      $      81,046      $     182,073
        Income taxes paid                                                      2,821,156          5,416,041          4,584,401

Supplemental disclosures of noncash financing activities:
        Issuance of common stock to employees                                       --                 --              900,000
        Tax benefit related to stock plans                                    28,996,298          7,302,677          2,510,523
        Issuance of common stock for the purchase of software                       --                 --              247,873
        Issuance of common stock for business combinations                    21,062,691            633,826            337,971
        Deferred income taxes related to purchased goodwill                   21,521,960               --                 --
</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                      WHITTMAN-HART, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

1.    DESCRIPTION OF BUSINESS

      Whittman-Hart, Inc. (the "Company") provides strategic information
technology ("IT") business solutions designed to improve its clients'
productivity and competitive position. The Company offers its clients a single
source for a comprehensive range of services required to successfully design,
develop and implement integrated solutions in the client/server, open systems,
midrange and mainframe computing environments. Among the services offered by the
Company are systems integration; strategic IT planning; software development;
package software implementation; business process reengineering; organizational
change management; networking and connectivity; conventional and multimedia
documentation and training; design and implementation of collaborative computing
solutions; and design and implementation of electronic commerce solutions (such
as Internet/intranet and electronic data interchange). The Company serves
clients in a broad range of industries including communications, consumer
products, distribution, diversified services, financial services, insurance,
manufacturing, pharmaceuticals, professional services, retail and technology
throughout the United States, London, England and Scotland.

      The Company completed a merger with USWeb/CKS on March 1, 2000. See
Note 17.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

      REVENUE RECOGNITION

      In general, the Company recognizes revenues at the time services are
performed. On time and expense contracts, revenue is recognized as costs are
incurred. On fixed-price contracts, revenues are recorded using the
percentage-of-completion method of accounting by relating contract costs
incurred to date to total estimated contract costs at completion. Contract costs
include both direct and indirect costs. Contract losses are provided for in
their entirety in the period they become known, without regard to the
percentage-of-completion.

      PROPERTY AND EQUIPMENT

      Depreciation is computed using the straight-line method based on the
estimated useful lives, ranging from three to forty years, of the various
classes of property. Amortization of leasehold improvements is computed over the
shorter of the lease term or estimated useful life of the asset.

      BASIS OF CONSOLIDATION

      The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant intercompany
transactions have been eliminated.


                                       F-6
<PAGE>

      TRANSLATION OF FOREIGN CURRENCY

      For non-U.S. operations, the functional currency is the applicable local
currency. The translation of the functional currency into U.S. dollars is
performed for balance sheet accounts using the current exchange rates in effect
at the balance sheet date and for revenue and expense accounts using the average
rates of exchange prevailing during the reporting period. Adjustments resulting
from the translation of foreign currency financial statements are recorded in
accumulated other comprehensive income (loss), as a separate component of
stockholders' equity.

      CASH EQUIVALENTS, SHORT-TERM AND LONG-TERM INVESTMENTS

      Cash equivalents are comprised of certain highly liquid investments with
original maturities of less than three months. Short-term investments consist of
debt securities with original maturities beyond three months but less than
twelve months. Long-term investments consist of debt securities with original
maturities beyond twelve months and to a lesser extent non-marketable equity
securities in start-up companies. The short-term and long-term investments (with
the exception of non-marketable equity securities) are classified as
available-for-sale under the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Short-term and long-term investments are reported at fair value,
with the exception of non-marketable equity securities, which are accounted for
at cost.

      INCOME TAXES

      Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109").
Under the asset and liability method of SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

      STOCK OPTIONS

      Prior to January 1, 1996, the Company accounted for its stock options in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), and related
interpretations. As such, compensation expense would be recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price. On January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"), which permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, Statement 123 also allows entities to continue to apply the
provisions of APB 25 and provide pro forma net income and pro forma net income
per share disclosures for employee stock options grants made in 1996 and future
years as if the fair-value-based method defined in Statement 123 had been
applied. The Company has elected to continue to apply the provisions of APB 25
and provide the pro forma disclosure provisions of Statement 123.


                                       F-7
<PAGE>

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of the Company's financial instruments are stated at
their fair values.

      COMPREHENSIVE INCOME

      On January 1, 1998, the Company adopted SFAS. No. 130 "Reporting
Comprehensive Income." SFAS No. 130 established standards for reporting and
presentation of comprehensive income and its components in a full set of
financial statements. Comprehensive income consists of net income, net
unrealized gains (losses) on securities and foreign currency translation
adjustments and is presented in the consolidated statements of shareholders'
equity and comprehensive income. The statement requires only additional
disclosures in the consolidated financial statements; it does not affect the
Company's financial position or results of operations. Prior year financial
statements have been reclassified to conform to the requirements of SFAS No.
130.

      RECLASSIFICATIONS

      Certain 1998 and 1997 balances have been reclassified to conform to the
1999 presentation.


                                       F-8
<PAGE>

3. EARNINGS PER SHARE

      COMPUTATION OF NET INCOME AND EARNINGS PER SHARE

      Earnings per share are computed in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"). The
following table reconciles the numerator and denominator for the calculation of
basic and diluted earnings per share for the years ended December 31, 1999, 1998
and 1997:


<TABLE>
<CAPTION>

                                                       FOR THE YEAR ENDED DECEMBER 31, 1999
                                                INCOME              SHARES               PER-SHARE
                                               (NUMERATOR)         (DENOMINATOR)           AMOUNT
                                               -----------         ------------          ------------
BASIC EPS
<S>                                            <C>                    <C>                    <C>
Net income available to
   common stockholders                         $30,290,877            56,641,091            $0.53
Effect of dilutive securities;
       Stock options                                                   7,638,790
       Restricted stock awards                                           149,484
                                                                         -------
DILUTED EPS
Income available to
   common stockholders and
   assumed conversions                         $30,290,877            64,429,365            $0.47
                                               ===========            ==========             ====

                                                       FOR THE YEAR ENDED DECEMBER 31, 1998
                                                INCOME              SHARES               PER-SHARE
                                               (NUMERATOR)         (DENOMINATOR)           AMOUNT
                                               -----------         ------------          ------------
BASIC EPS
Net income available to
   common stockholders                         $20,825,480            52,243,092            $0.40
Effect of dilutive securities;
       Stock options                                                   4,779,876
       Restricted stock awards                                           235,277
DILUTED EPS
Income available to common
   stockholders and
   assumed conversions                         $20,825,480            57,258,245            $0.36
                                               ===========            ==========             ====


                                                       FOR THE YEAR ENDED DECEMBER 31, 1997
                                                INCOME              SHARES               PER-SHARE
                                               (NUMERATOR)         (DENOMINATOR)           AMOUNT
                                               -----------         ------------          ------------
BASIC EPS
Net income available to
   common stockholders                          $9,936,613            47,580,433            $0.21
Effect of dilutive securities;
       Stock options                                                   3,269,633
       Restricted stock awards                                            88,496
DILUTED EPS
Net income available to
   common stockholders and
   assumed conversions                          $9,936,613            50,938,562            $0.20
                                                ==========            ==========             ====

</TABLE>


                                       F-9
<PAGE>

4.       ACQUISITIONS

      On March 20, 1997, the Company acquired the business operations and
certain assets of Organizational Change Dynamics, Inc. ("OCD"), a Chicago-based
firm dedicated to strategic business consulting. The purchase price consisted of
a cash payment of $600,000 and 107,700 shares of restricted common stock
(approximate market value of $900,000) that vest, pro rata, over a four-year
period. This acquisition was accounted for as a purchase and accordingly, the
results of OCD have been included in the Company's consolidated statements of
earnings from the date of acquisition. The excess of the purchase price over the
fair value of the net identifiable assets acquired of $605,264 has been recorded
as goodwill and is being amortized on a straight-line basis over fifteen years.
The pro forma impact of this purchase was not significant to the results of the
Company's consolidated operations for the years ended December 31, 1997 and
1996.

      On September 8, 1997, the Company acquired all the outstanding capital
stock of Expert Buying Systems, Inc. ("EBS") for 429,972 shares of its common
stock. EBS, based in Vancouver, Washington, develops and markets software
products and services designed to help companies select application software
systems. The business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of EBS
were not material in relation to those of the Company. As such, the Company has
recorded the combination as of September 8, 1997 without restating prior
periods' consolidated statements of earnings to reflect the pooling-of-interests
combination.

      On November 21, 1997, the Company acquired all the outstanding capital
stock of Axis Consulting International, Inc. ("Axis") for 3,150,156 shares of
its common stock. Headquartered in San Francisco, with an office in New York,
Axis' approximately 130 professionals provide SAP Section, network, Microsoft
Section enterprise, database and midrange solutions. This business combination
has been accounted for as a pooling-of-interests combination and accordingly,
the consolidated financial statements for periods prior to the combination have
been restated to include the accounts and results of operations of Axis.

      On November 21, 1997, the Company acquired all the outstanding capital
stock of World Consulting Limited ("World") for 269,244 shares of its common
stock. Based in London, World specializes in JDEdwards Section implementation
solutions through a network of approximately 30 IT professionals. This
business combination has been accounted for as a pooling-of-interests
combination. The stockholders' equity and operations of World were not
material in relation to those of the Company. As such, the Company has
recorded the combination without restating prior periods' consolidated
statements of earnings to reflect the pooling-of-interests combination.

      During March 1998, the Company acquired all the outstanding capital stock
of QCC, Inc. ("QCC") for 600,000 shares of its common stock. Headquartered in
the Boston metropolitan area, QCC's approximately 75 professionals provide the
following services: package software evaluation; business process reengineering;
data warehousing; implementation of software packages developed by SSA Section,
Oracle Section and JDEdwards Section; application development for AS/400 and
client server applications; and Year 2000 compliance services. This business
combination has been accounted for as a pooling-of-interests combination. The
stockholders' equity and operations of QCC were not material in relation to
those of the Company. As such, the Company has recorded the combination without
restating prior periods' consolidated financial statements to reflect the
pooling-of-interests combination.


                                      F-10
<PAGE>

      During July 1998, the Company acquired North Central Consulting, Inc.
("NCC"), a Minneapolis-based IT services firm. The Company issued 638,508 shares
of its common stock in the transaction, which was accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements have been restated to include the financial
position and results of operations of NCC for all periods presented.
Headquartered in Minnetonka, Minnesota, with a satellite office in Milwaukee,
NCC's approximately 120 professionals specialize in providing ERP software
implementations, custom application development and internet-enabled solutions
to middle-market manufacturing, distribution and financial services companies,
as well as some divisions and departments of Fortune 500 companies. The
combination of Whittman-Hart's recently opened Minneapolis branch with
approximately 40 employees and NCC's four-year-old office accelerates
Whittman-Hart's ability to provide a full suite of IT services to its target
customer base.

      On March 9, 1999, the Company acquired the Waterfield Technology Group
("Waterfield") a Boston-based IT services firm and strategic business partner of
Kurt Salmon and Associates, a global consulting firm, for 576,074 shares of the
Company's common stock. Headquarted in Lexington, Massachusetts, with a branch
office in Parsippany, New Jersey, Waterfield's approximately 90 employees
specialize in client server and internet-enabled application development. They
have extensive experience with Java and Java-based tools, Powerbuilder and the
Microsoft suite of products. This business combination was accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements have been restated to include the accounts and
results of operations of Waterfield for all periods presented.

      On May 20, 1999, the Company issued 474,650 of its common shares in
exchange for all the outstanding capital stock of POV Partners, Inc. ("POV") an
Ohio-based IT services firm. Headquartered in Columbus, Ohio, with offices in
Phoenix, Arizona, and Charlotte, North Carolina, POV's approximately 90
employees provide a broad range of business strategy and IT services including
Internet-enabled application development and electronic commerce solutions. This
business combination has been accounted for as a pooling-of-interests
combination. The stockholders' equity and operations of POV were not material in
relation to those of the Company. As such, the Company has recorded the
combination without restating prior periods' consolidated financial statements.

      On August 27, 1999, the Company issued 1,145,796 shares of the Company's
common stock in exchange for all of the outstanding stock of the BALR
Corporation ("BALR"), an Oakbrook, Illinois-based IT services firm. BALR's
approximately 100 employees design systems and provide technical consulting
services. BALR's services include e-Business and Web-enabled systems
development, relational database management and client-server application
development. This business combination was accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements have been restated to include the accounts and
results of operations of BALR for all periods presented.

      On November 12, 1999, the Company issued in exchange for all of the
outstanding stock of the Four Points Digital, L.L.C. ("Four Points"), a Chicago,
Illinois-based independent interactive marketing firm, for 1,098,221 shares of
the Company's common stock. Four Point's approximately 80 employees specialize
in digital marketing including interactive advertising using rich media, online
site development and online media buying. This business combination was
accounted for as a pooling-of-interests combination and accordingly, the
Company's historical consolidated financial statements have been restated to
include the accounts and results of operations of Four Points for all periods
presented.


                                      F-11
<PAGE>

The following table presents certain statement of earnings data of the Company
and Waterfield, BALR, and Four Points. The information presented for these 1999
acquisitions is related to quarterly operations of acquisitions from the
acquisition period through the end of the year.

<TABLE>
<CAPTION>

                                                                         (in thousands)
                                           WHITTMAN-
                                          HART, INC.       WATERFIELD         BALR      FOUR POINTS        COMBINED
                                          ----------      -----------        -----      -----------        --------
NET REVENUES FOR THE
<S>                                         <C>               <C>           <C>              <C>           <C>
   Year ended:
      December 31, 1997                     $181,655          $10,113       $6,937             $684        $199,389
      December 31, 1998                     $307,613          $13,762       $9,828           $2,299        $333,502
   Six months ended: (unaudited)
      June 30, 1999                         $215,279                        $6,122           $3,290        $224,691
   Nine months ended: (unaudited)
      September 30, 1999                    $342,650                                         $5,252        $347,902

NET INCOME (LOSS) FOR THe
 Year ended:
      December 31, 1997                       $9,993             $150       $(375)             $168          $9,936
      December 31, 1998                      $18,814              $21       $1,540             $450         $20,825
   Six months ended: (unaudited)
      June 30, 1999                          $12,119                          $351             $488         $12,958
   Nine months ended: (unaudited)
      September 30, 1999                     $21,276                                           $660         $21,936


</TABLE>


      On November 27, 1999, the Company acquired all the outstanding common
stock and options of Fulcrum Solutions, Ltd. ("Fulcrum") for $2,193,857 in cash
and 360,869 shares of its common stock. Fulcrum, headquartered in London with
offices in Manchester, England; Edinburgh, Scotland; and New York City, is an
independent provider of e-Business solutions that specializes in Oracle
technology and applications. The acquisition has been accounted for by the
purchase method and, accordingly, the results of operations of Fulcrum have been
included in the Company's financial statements from November 27, 1999. The
purchase price was preliminarily allocated to the following:

      Fair value of assets acquired
       and liabilities assumed                 $    6,214,833
      Workforce in place                           12,602,342
      Customer list                                 1,260,234
      Goodwill  (1)                                15,639,506
                                                   ----------
      Total                                    $   35,716,915
                                               ==============

      (1) Goodwill included $4,297,399 related to the deferred tax effect of the
      excess of the book bases over the tax bases of the intangible assets
      related to the acquisition.

      The above amounts are being amortized over their useful lives of 2-10
years. The purchase agreement also provides for additional payments over the
next three years contingent on the operating income of the Company's United
Kingdom and New York City operations. The additional payments, if any, will be
accounted for as additional goodwill.


                                      F-12
<PAGE>

      The following unaudited pro forma financial information presents the
combined results of operations of the Company and Fulcrum as if the acquisition
had occurred as of the beginning of 1999 and 1998, after giving effect to
certain adjustments, including amortization of goodwill, a reduction of interest
income and related income tax effects. The pro forma financial information does
not necessarily reflect the results of operations that would have occurred had
the Company and Fulcrum constituted a single entity during such periods.

<TABLE>
<CAPTION>


                                       YEAR ENDED DECEMBER 31, (UNAUDITED)
                                       -----------------------------------
                                            1999                1998
                                            ----                ----
<S>                                   <C>                      <C>
Revenue                               $498,181,149             $344,284,198
Net income                             $26,070,732              $18,553,379
Diluted earnings per share                   $0.40                    $0.32
</TABLE>


5.    DEBT OBLIGATIONS

      The Company has a loan agreement for up to $10.0 million of unsecured
credit with interest, at the Company's option, at the London Interbank
Offered Rate (LIBOR) plus 1.5% or the lender's prime rate. No borrowings were
outstanding under this loan agreement at December 31, 1999 or 1998. The loan
agreement expires on April 30, 2000. At December 31, 1998, the Company had
outstanding debt totaling $1.0 million related to debt owed by Waterfield and
Four Points. The debt was fully paid during 1999 subsequent to the mergers.

6.    STOCKHOLDERS' EQUITY

      On May 8, 1998, the Company completed an offering of its common stock in
which an additional 3,400,000 shares were sold by the Company, resulting in net
proceeds to the Company of $69.6 million.

      In July 1998, the Board of Directors approved a 2-for-1 split of the
Company's common shares. Shareholders received one additional common share for
every share held on the record date of July 12, 1998. All of the per share data,
as appropriate, reflect this split. The effect of the split is presented
retroactively within stockholders' equity at December 31, 1997 and December 31,
1996 by transferring the par value for the additional shares issued from the
additional paid-in-capital accounts to common stock account.

      On November 12, 1999, Novell, Inc. purchased 3,294,893 shares of the
Company's common stock for a purchase price of $100 million, and the Company
agreed to issue Novell a warrant to purchase 400,000 shares of the Company's
common stock, with an exercise price of $35.875 per share (the "Warrant"). The
Warrant will become exercisable only if the Company fails to meet certain
milestones under the global alliance agreement.

7.    INVESTMENT SECURITIES

      At December 31, 1999, the Company classified its marketable debt
securities as available-for-sale. Available-for-sale securities represent
those securities that do not meet the classification of held to maturity and
are not actively traded. At December 31, 1999, net unrealized holding losses
from available-for-sale securities of $93,245 (net of income taxes of
$38,129) were included as a separate component of shareholders' equity as
other comprehensive income (loss) until realized. Investment securities also
includes $15,452,861 of non-marketable equity securities which are carried at
cost. The Company's investment in non-marketable equity securities includes
investments in the following entities with the related percentage ownership
interest: e Biosafe.com at 4%, divine interVentures, Inc. at 1%, Imana at 1%,
Netvendor, Inc. at 3%, Commodities Exchange.com at 13%, and EFirst, Inc. at
10%.

                                      F-13
<PAGE>

      The amortized cost, gross unrealized holding gains and losses and
aggregate fair value of investment securities at December 31, 1999 were as
follows:

<TABLE>
<CAPTION>

                                                                  DECEMBER 31, 1999  (IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------
                                                                     Gross Unrealized Gains
                                                AMORTIZED COST              AND LOSSES                   FAIR VALUE
-------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                       <C>                      <C>
     Current
       State and municipal bonds                 $      15,462             $        (4)              $       15,458
       U.S. Government Securities                       43,288                     (90)                      43,198
       Corporate bonds                                  21,777                      (9)                      21,768
-------------------------------------------------------------------------------------------------------------------
                                                 $      80,527             $      (103)                     $80,424
-------------------------------------------------------------------------------------------------------------------
     Non-Current:
       State and municipal bonds                 $      31,370             $       (10)              $       31,360
       U.S. Government Securities                        2,748                     (16)                       2,732
       Corporate bonds                                   6,544                      (4)                       6,540
-------------------------------------------------------------------------------------------------------------------
                                                 $      40,662             $       (30)              $       40,632
-------------------------------------------------------------------------------------------------------------------
</TABLE>


      The amortized cost, gross unrealized holding gains and losses and
aggregate fair value of investment securities at December 31, 1998 were as
follows:

<TABLE>
<CAPTION>

                                                                  DECEMBER 31, 1998  (IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------
                                                                     Gross Unrealized Gains
                                                 AMORTIZED COST             AND LOSSES                   FAIR VALUE
-------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>                      <C>
     Current:
       State and municipal bonds                 $      17,546             $         -               $       17,546
       U.S. Government Securities                       38,228                      60                       38,288
       Corporate bonds                                  14,655                     (11)                      14,644
-------------------------------------------------------------------------------------------------------------------
                                                 $      70,429             $        49               $       70,478
-------------------------------------------------------------------------------------------------------------------
     Non-Current:
       State and municipal bonds                 $      15,186             $        38               $       15,224
       U.S. Government Securities                        3,815                       8                        3,823
       Corporate bonds                                  11,087                      62                       11,149
-------------------------------------------------------------------------------------------------------------------
                                                 $      30,088             $       108               $       30,196
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

      The contractual maturities at December 31, 1999 were as follows (in
thousands):

                                                                 FAIR VALUE
                                                                 ----------
<S>                                                          <C>
     Due with in one year                                    $       80,424
     Due after one year through five years                           16,392
     Due after five years                                            24,250
                                                                     ------
                                                             $      121,066
                                                                   =========
</TABLE>

                                      F-14
<PAGE>

8.    COMMITMENTS

      LEASES

      The Company leases its office facilities and certain equipment under
operating lease arrangements, which expire at various dates through October
2005.

      Rent expense for the years ended December 31, 1999, 1998 and 1997 was
$15,742,481; $12,846,815; and $7,377,585, respectively. The future minimum
annual lease payments under noncancelable long-term leases are as follows:

<TABLE>
<CAPTION>

         YEAR ENDING DECEMBER 31,                                AMOUNT
         --------------------------------------------------------------
<S>      <C>                                            <C>
         2000                                           $    13,018,632
         2001                                                 8,369,440
         2002                                                 6,265,273
         2003                                                 5,810,792
         2004                                                 3,924,017
         THEREAFTER                                           3,127,340
         --------------------------------------------------------------
                                                        $    40,515,494
         ==============================================================
</TABLE>


      On December 22, 1999 the Company signed an operating lease agreement
with First Chicago Leasing Company as lessor. The lessee will construct a
parking facility for $23.0 million and lease the facility to the Company upon
completion of the structure in 2001 at which time the Company will begin
making lease payments. The lease term is five years with an interest rate of
LIBOR plus an applicable margin. The lease contains certain restrictive
covenants related to change in control and also certain financial covenants.
In addition, the Company has the option to renew the lease at the end of the
term or purchase the lessor's interest in the property.

      Property

      The Company has commitments under contracts for the construction and the
purchase of property related to the expansion of the Company's offices. These
commitments were approximately $1.6 million at December 31, 1999.

                                      F-15
<PAGE>

9.    INCOME TAXES

      Income tax expense (benefit) for the years ended December 31, 1999, 1998
and 1997 consists of the following:

<TABLE>
<CAPTION>

                                                           1999             1998             1997
-------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>               <C>
     Current:
         Federal                                    $20,025,274      $11,680,123       $6,947,721
         Foreign                                         11,646             (93)            3,948
         State                                        5,449,155        2,842,394        1,486,894
-------------------------------------------------------------------------------------------------
                                                     25,486,075       14,522,424        8,438,563
-------------------------------------------------------------------------------------------------
     Deferred:
         Federal                                      (704,953)          333,518        (528,377)
         State                                        (686,176)          104,959        (104,417)
-------------------------------------------------------------------------------------------------
                                                    (1,391,129)          438,477        (632,794)
-------------------------------------------------------------------------------------------------
                                                    $24,094,946      $14,960,901       $7,805,769
=================================================================================================
</TABLE>


The reconciliation of income taxes was computed using the federal statutory rate
of 35% for 1999, 1998 and 1997. The Company's income tax expense is as follows:

<TABLE>
<CAPTION>

                                                           1999             1998             1997
--------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>            <C>
Federal income tax at the statutory rate                  35.0%              35.0%          35.0%
State income tax, net of federal tax benefit               5.7                5.4            5.0
Tax exempt interest income                                (1.3)              (1.2)          (0.4)
Nondeductible expenses, meals and entertainment            1.1                1.1            1.3
Nondeductible business combination costs                   2.6                2.6            2.9
Other                                                      1.2               (1.1)           0.2
---------------------------------------------------------------------------------------------------
                                                          44.3%              41.8%          44.0%
-------------------------------------------------------- ----------------------------------------------
</TABLE>


     The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>

                                                                    1999             1998
-----------------------------------------------------------------------------------------
<S>                                                      <C>                <C>
     Deferred tax assets:
         Goodwill                                        $    21,521,960    $           -
         Allowance for doubtful accounts                         876,517          530,700
         Accrued expenses                                      1,001,907          514,915
         Stock awards                                            149,123           76,302
         Deferred rent                                           751,215          673,306
         Deferred compensation                                    47,735           35,623
         Net operating losses                                    305,796                -
         Other                                                   108,173                -
-----------------------------------------------------------------------------------------
              Total gross deferred tax assets                 24,762,426        1,830,846
     Deferred tax liabilities:
         Intangible assets                                   (4,297,399)                -
         Property and equipment - depreciation               (1,613,061)      (1,038,196)
         Other                                                         -        (683,419)
-----------------------------------------------------------------------------------------
              TOTAL GROSS DEFERRED TAX LIABILITIES           (5,910,460)      (1,721,615)
-----------------------------------------------------------------------------------------
              Net deferred tax asset                     $    18,851,966    $     109,231
=========================================================================================
</TABLE>


     No valuation allowance for deferred tax assets has been recorded, as the
Company believes it is more likely than not the deferred tax assets will be
realized in the future.

                                      F-16
<PAGE>

     Deferred tax assets (liabilities) include the deferred tax effect of the
difference between the book bases and the tax bases of certain equity
investments of $64,002 and ($63,044) at December 31, 1999 and 1998,
respectively. The deferred tax asset (liability) results from the
mark-to-market adjustments made to securities with a direct charge to equity,
and accordingly, no tax provision or tax benefit is recognized for changes in
the deferred tax balance.

     Deferred tax assets as of December 31, 1999 include state net operating
losses of $5.8 million, which begin to expire in 2004, and goodwill of
$21,521,960 relating to the deferred tax effect of the excess of the tax over
book bases in the net assets resulting from the Company's merger with Four
Points. This acquisition was accounted for as a taxable pooling-of-interests
business combination and accordingly the tax bases in the net assets reflects
fair value.

      Deferred tax liabilities as of December 31, 1999 include the deferred tax
effect of the excess of the book bases over the tax bases of intangible assets
acquired in the Fulcrum acquisition of $4,297,399.

      As a result of income tax benefits related to certain employee stock
plans, $28,996,298, $7,302,677, and $2,510,523 were credited to additional
paid-in capital during 1999, 1998 and 1997, respectively.

10.   EMPLOYEE STOCK OWNERSHIP PLAN

      The Company sponsors an Employee Stock Ownership Plan ("ESOP") which
covers substantially all employees over the age of 21 who have completed one
year of service. Annual ESOP contributions are determined at the discretion of
the Company's Board of Directors. Plan participants become fully vested after
completing four years of service. There were no contributions in 1999, 1998 and
1997. The ESOP held 540,675, 743,364, and 759,158 shares of the Company's common
stock at December 31, 1999, 1998 and 1997, respectively. The Company merged the
ESOP with its Saving and Investment Plan on July 1, 1997. All benefit and
allocation provisions remain the same under the merged plan. The Company does
not intend to make future contributions to the ESOP.

  11. 401(K) RETIREMENT PLAN

      The Company's 401(k) plan covers all employees who have reached 21 years
of age. Participants may contribute up to 12% of their eligible compensation.
The Company matches participant contributions as defined within the plan.
Company contributions amounted to $3,991,492, $1,873,539, and $1,072,520 in
1999, 1998 and 1997, respectively.

12.   EMPLOYEE STOCK PURCHASE PLAN

      In 1996, the Company established a stock purchase plan, under the Internal
Revenue Code Section 423, which permits eligible employees to purchase, through
payroll deductions, shares of the Company's common stock at 85% of the fair
market value on the first or last day of each six-month offering period,
whichever is lower. Payroll deductions may not exceed 20% of the employee's
total gross pay in any calendar year. The Company has reserved an aggregate of
1,600,000 shares of common stock for issuance under the plan. During the years
ended December 31, 1999, 1998, and 1997, 352,674, 133,102, and 132,956 shares of
common stock were purchased under the plan, respectively.


                                      F-17
<PAGE>

13.      STOCK COMPENSATION PLANS

      In 1995, the Company adopted a stock option plan under which certain
employees may be granted the right to purchase shares of common stock at the
fair market value on the date of grant. The Company has reserved an aggregate of
24,000,000 shares of common stock for issuance under the plan. Stock options may
be exercised only to the extent they have vested in accordance with provisions
determined by the Board of Directors.

      The per share weighted-average fair value of stock options granted during
1999, 1998 and 1997 was $14.31, $9.07 and $3.84, respectively, on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions: 1999- expected dividend yield of 0%, expected
volatility of 60%, risk-free interest rate of 5.5% and an expected life of 4
years; 1998- expected dividend yield of 0%, expected volatility of 45%,
risk-free interest rate of 5.5% and an expected life of 5.6 years; 1997-
expected dividend yield of 0%, expected volatility of 45%, risk-free interest
rate of 6.0% and an expected life of 3.0 years.

      Under SFAS No. 123, compensation cost is recognized for the fair value of
the employees' purchase rights under the Employee Stock Purchase Plan. The
weighted average fair value of those purchase rights granted in 1999, 1998 and
1997 was $3.15, $4.72, and $2.25 using the Black-Scholes model with the
following assumptions: 1999- expected dividend yield of 0%, expected volatility
of 60%, risk-free interest rate of 5.5% and an expected life of six months; 1998
- expected dividend yield of 0%, expected volatility of 45%, risk-free interest
rate of 5.5% and an expected life of six months; 1997- expected dividend yield
of 0%, expected volatility of 45%, risk-free interest rate of 5.5% and an
expected life of six months.

      The Company applies APB 25 in accounting for its plans and accordingly, no
compensation cost has been recognized in the consolidated financial statements
for stock options granted where the strike price equals the market price on date
of grant and its stock purchase plan. Had the Company determined compensation
cost based on the fair value at the grant date for its stock-based compensation
plans under SFAS No. 123, the Company's consolidated net income and net income
per share would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                 1999              1998             1997
                                               -------            -------          -----
<S>                                       <C>               <C>               <C>
NET INCOME (LOSS)
     As reported                          $30,290,877       $20,825,480       $9,936,613
     Pro forma                            $(1,934,167)      $11,160,780       $7,136,341

DILUTED EARNINGS (LOSS) PER SHARE
     As reported                                $0.47             $0.36            $0.20
     Pro forma                                 $(0.03)            $0.19            $0.14
</TABLE>

                                      F-18
<PAGE>

Stock option transactions for the years ended December 31, 1999, 1998 and 1997
are summarized as follows (in thousands, except for per share data):

<TABLE>
<CAPTION>

                                             1999                        1998                         1997
                                 -------------------------    ------------------------    -------------------------
                                                 WEIGHTED-                   WEIGHTED-                    WEIGHTED-
                                  SHARES           AVERAGE     SHARES          AVERAGE     SHARES           AVERAGE

                                   (000)    EXERCISE PRICE      (000)   EXERCISE PRICE      (000)    EXERCISE PRICE
                                 -------------------------    ------------------------    -------------------------
<S>                                <C>              <C>         <C>              <C>        <C>               <C>
Outstanding at beginning of year   14,216           $14.54      6,466            $7.08      3,410             $1.77
Granted                             8,095           $26.66     10,272           $18.30      4,260            $10.43
Exercised                          (3,116)          $11.93     (1,518)           $7.48       (796)            $3.25
Forfeited                          (2,532)          $20.76     (1,004)          $15.93       (408)            $5.14
                                  -------           ------    -------           ------      -----             -----
Outstanding at end of year         16,663           $20.05     14,216           $14.54      6,466             $7.08

Options exercisable at year end     5,967                       4,649                       1,860

Weighted-average fair value of
  options granted during the year  $14.32                       $9.07                       $3.84
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 1999:

<TABLE>
<CAPTION>

                                                 OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
                                          -------------------------------------             -----------------------
                                                       WEIGHTED-       WEIGHTED-                          WEIGHTED-
                                                         AVERAGE         AVERAGE                            AVERAGE
         RANGE OF                  REMAINING            EXERCISE        EXERCISE                           EXERCISE
      EXERCISE PRICES                 SHARES    CONTRACTUAL LIFE           PRICE               SHARES         PRICE
-------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>                 <C>                 <C>              <C>               <C>
 $.71     to    $4.00              1,076,023           6.0 years           $1.60            1,071,523         $1.60
   $7.00  to    $9.9062            1,115,941                 7.2            8.79              522,118          8.91
  $10.56  to   $14.94              2,905,895                 7.9           14.24              939,665         14.03
  $15.00  to   $19.94                855,607                 8.3           16.95              235,535         17.52
  $20.00  to   $24.81              4,422,997                 8.5           20.65            2,087,134         20.57
  $25.13  to   $29.72              5,764,902                 9.0           26.42              984,654         26.43
  $30.31  to   $39.38                209,991                 9.6           35.27               46,858         34.93
  $43.19  TO   $70.91                311,560                 9.9           50.39               79,291         50.31
-------------------------------------------------------------------------------------------------------------------
   $0.71  to   $70.91             16,662,916                 8.4          $20.05            5,966,778        $16.46
===================================================================================================================
</TABLE>

                                      F-19
<PAGE>

14.   GEOGRAPHIC AND SEGMENT INFORMATION

      The Company has one reportable segment, which is the aggregation of all of
the Company's operating segments. The Company's branch locations were identified
as operating segments. The branch locations provide services including
e-Solutions, Package Software Solutions, Web Development, NetStructure, and
Knowledge Management. The operating segments have similar economic
characteristics including nature of services, type of customer, service
methodologies and processes and long-term average gross margins. The Company
operates two offices in London, England and also operates offices in Manchester,
England and Edinburgh, Scotland. These are the Company's only non-U.S. offices,
and accounted for less than 10% of the consolidated revenues and identifiable
assets in each of the last three years.

15.   RELATED-PARTY TRANSACTIONS

      The Company has several notes receivable from executives outstanding at
December 31, 1999 and 1998 totaling $250,257 and $168,846, respectively. The
notes bear interest at the prime rate and are due on various dates through
October 1999. In addition, the Company has accounts receivable in the amount
of $8,000 and $338,263 at December 31, 1999 and 1998, respectively, with a
related company. Officers of the Company own a percentage interest in the
related company. The Company has an investment in divine interVentures, Inc. An
officer of the Company is a member of the divine interVentures, Inc. board of
directors.

16.  REVENUES FROM SIGNIFICANT CLIENTS

      During 1999, 1998 and 1997 no client accounted for 10% or more of the
Company's total consolidated revenues.

17.   SUBSEQUENT EVENT

      On March 1, 2000, the Company and USWeb/CKS completed a merger. Under
the terms of the merger agreement, approximately 82,431,300 shares of
Whittman-Hart common stock were exchanged in the merger for all the
outstanding common stock of USWeb/CKS. In addition, employee options to
purchase approximately 34,010,426 shares of USWeb/CKS common stock and
warrants to purchase approximately 2,058,700 shares of USWeb/CKS common stock
were assumed by Whittman-Hart and became options or warrants to purchase
Whittman-Hart common stock. These amounts reflect an exchange ratio of 0.865
of a share of Whittman-Hart common stock for each share of USWeb/CKS common
stock. This transaction was accounted for as a purchase business combination
in accordance with Accounting Principles Board ("APB") Opinion No. 16,
"Business Combinations." The total consideration for the transaction was
valued at approximately $6.5 billion, which includes the value of common
stock issued in the merger, options and warrants, and other direct
acquisition costs.

      USWeb/CKS was a leading Internet professional services firm which provided
a comprehensive range of business strategy consulting services, Internet
technology solutions and services, such as advanced marketing communications
programs. USWeb/CKS professionals combined their expertise with the
industry-specific knowledge to help clients build their businesses in innovative
ways.


                                      F-20

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
Whittman-Hart, Inc.:

      Under date of January 24, 2000, except as to Note 17, which is as of
March 1, 2000, we reported on the consolidated balance sheets of
Whittman-Hart, Inc. and subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of earnings, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999, as contained in the annual report on Form
10-K for the year 1999. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule of valuation and qualifying accounts. The
consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated financial statement schedule based on our audits.

      In our opinion, the consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.

/s/ KPMG LLP
Chicago, Illinois
March 1, 2000

                                    S-1

<PAGE>

                                                                     SCHEDULE II

                               WHITTMAN-HART, INC.
                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>

                                                     BALANCE AT                                              BALANCE AT
                                                     BEGINNING                                                  END OF
DESCRIPTION                                             OF YEAR       ADDITIONS (1)    DEDUCTIONS (2)              YEAR
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C> <C>
For the year ended December 31, 1999:
     Allowance for doubtful accounts                 $1,866,640          $5,840,812      ($4,187,917)        $3,519,535
For the year ended December 31, 1998:
     Allowance for doubtful accounts                   $679,623          $2,735,135      ($1,548,118)        $1,866,640
For the year ended December 31, 1997:
     Allowance for doubtful accounts                   $369,553            $534,396        ($224,326)          $679,623
</TABLE>


(1)    Additions include charges to expense and $1,017,096 of additional
       allowances for doubtful accounts related to the Fulcrum acquisition in
       November of 1999.

(2)    Bad debts written off.


                                      S-2
<PAGE>

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           marchFIRST

Date:    March 30, 2000                    By: /s/ Robert F. Bernard
                                              ---------------------------------
                                           Robert F. Bernard
                                           Chairman of the Board


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>


SIGNATURE                      TITLE                                           DATE

<S>                            <C>                                             <C>
/s/ BERT B. YOUNG              Chief Financial Officer and Treasurer           March 30, 2000
--------------------
Bert B. Young                  (principal financial and accounting officer)

/s/ EDWARD V. SZOFER           Director, Chief Development Officer             March 30, 2000
------------------------       and Secretary
Edward V. Szofer

/s/ PAUL D. CARBERY            Director                                        March 30, 2000
------------------------
Paul D. Carbery

/s/ MARK D. KVAMME             Director                                        March 30, 2000
------------------------
Mark D. Kvamme

/s/ JOSEPH MARENGI             Director                                        March 30, 2000
------------------------

Joseph Marengi

/s/ W. BARRY MOORE             Director                                        March 30, 2000
------------------------
W. Barry Moore

/s/ DAVID P. STORCH            Director                                        March 30, 2000
------------------------
David P. Storch

/s/ JOHN R. TORELL III         Director                                        March 30, 2000
------------------------
John R. Torell III

</TABLE>


                                      S-3
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.           DESCRIPTION
-----------           -----------
<S>                   <C>
     10.19            Lease agreement dated December 22, 1999 between
                      marchFIRST as lessee and First Chicago Leasing Corporation
                      as Lessor.

     23.1             Consent of KPMG  LLP.

     27.1             Financial Data Schedule Year Ended December 31, 1999.

     27.2             Financial Data Schedule Years Ended December 31, 1998
                      and 1997 Restated.

</TABLE>

                                      S-4