<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                For the Quarterly Period Ended September 30, 1999

                         Commission File Number 0-26055

                            WOMEN.COM NETWORKS, INC.
             (Exact name or registrant as specified in its charter)

                  DELAWARE                          13-4059516
        (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)         Identification No.)

              1820 GATEWAY DRIVE, SAN MATEO, CALIFORNIA 94404-2471
               (Address of principal executive office) (Zip Code)

       Registrant's telephone number, including area code: (650) 378-6500

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 [ ]

The number of shares outstanding of the registrant's common stock as of October
31, 1999 was 45,653,547.


<PAGE>   2
                            WOMEN.COM NETWORKS, INC.
                                    FORM 10-Q
                               SEPTEMBER 30, 1999
                                      INDEX

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
Part I. Financial Information

        Item 1. Financial Statements
                (a)    Balance Sheets
                       As of  September 30, 1999 and December 31, 1998           1

                (b)    Statements of Operations
                       For the Three and Nine Months Ended  September 30,
                       1999 and 1998                                             2

                (c)    Statements of Cash Flow
                       For the Nine Months Ended September 30, 1999 and 1998     3

                (d)    Notes to Financial Statements                             5

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                              7

        Item 3. Quantitative and Qualitative Disclosures About Market Risk

Part II. Other Information

         Item 1. Legal Proceedings                                              26

         Item 2. Changes in Securities and Use of Proceeds                      26

         Item 3. Defaults Upon Senior Securities                                26

         Item 4. Submission of Matters to a Vote of Security Holders            26

         Item 5. Other Information                                              26

         Item 6. Exhibits and Reports on Form 8-K                               27
</TABLE>

Signature


<PAGE>   3
Part I. Financial Information
Item 1. Financial Statements

WOMEN.COM NETWORKS, INC.

BALANCE SHEETS
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                          September 30, 1999   December 31, 1998
                                                                          ------------------   -----------------
                                                                             (Unaudited)
<S>                                                                       <C>                  <C>
Assets
Current assets:
  Cash and cash equivalents                                                  $      40,504       $      12,235
  Accounts receivable, less allowance for doubtful
    accounts of $656 and $295, respectively                                          5,927               2,442
  Accounts receivable, related party                                                 1,111                  --
  Prepaid and other current assets                                                   6,528                 526
                                                                             -------------       -------------
Total current assets                                                                54,070              15,203
Property and equipment, net                                                          5,594               1,261
Intangible assets, net                                                              50,902               1,505
Other assets                                                                         2,906                  93
                                                                             -------------       -------------
Total assets                                                                 $     113,472       $      18,062
                                                                             =============       =============

Liabilities, mandatorily redeemable convertible
  preferred stock and warrants and stockholders'
  equity (deficit)
Current liabilities
  Accounts payable                                                           $       5,216       $       2,828
  Accounts payable, related party                                                      761                  --
  Accrued liabilities                                                                3,928                 337
  Accrued compensation and related benefits                                          1,113                 364
  Current portion of capital lease obligation                                           --                  15
  Notes payable                                                                         --                 348
  Deferred revenue                                                                   2,324               1,455
                                                                             -------------       -------------
Total current liabilities                                                           13,342               5,347
                                                                             -------------       -------------
Mandatorily redeemable convertible preferred stock,
  no par value:
  Authorized:  18,286 shares
  Issued and outstanding:  13,438 shares at
    December 31, 1998 and none at September 30,  1999                                   --              34,905
Mandatorily redeemable convertible preferred
  stock warrants                                                                       515                 515
                                                                             -------------       -------------
                                                                                       515              35,420
Stockholders' equity (deficit):
  Preferred stock, $.001 par value:
    Authorized 5,000 shares at September 30, 1999
    Issued or outstanding; none at September 30, 1999                                   --                  --
  Common stock, par value: $.001
    Authorized 60,000 shares at September 30, 1999
    Issued or outstanding; 1,497 shares at December
    31, 1998 and 38,059 shares at September 30, 1999                                    38                   3
  Additional paid in capital                                                       177,531               5,269
  Notes receivable from stockholders                                                   (44)                (44)
  Unearned compensation                                                             (4,221)             (1,979)
  Accumulated deficit                                                              (73,689)            (25,954)
                                                                             -------------       -------------
Total stockholders' equity (deficit)                                                99,615             (22,705)
                                                                             -------------       -------------
Total liabilities, mandatorily redeemable convertible
  preferred stock and warrants and stockholders'
  equity (deficit)                                                           $     113,472       $      18,062
                                                                             =============       =============
</TABLE>

   The accompanying notes are an integral part of these financial statements


<PAGE>   4
WOMEN.COM NETWORKS, INC.

STATEMENT OF OPERATIONS
(In thousands, except per share data) (Unaudited)

<TABLE>
<CAPTION>
                                                    Quarter Ended      Nine  Months Ended     Quarter Ended      Nine  Months Ended
                                                  September 30, 1999   September 30, 1999   September 30, 1998   September 30, 1998
                                                  ------------------   ------------------   ------------------   ------------------
<S>                                               <C>                  <C>                  <C>                  <C>
Net revenues                                         $       6,440       $       14,952        $       1,996        $       4,742
Net revenues, related party                                    796                1,715                   --
                                                     -------------        -------------        -------------        -------------
Total net revenues                                           7,236               16,667                1,996                4,742

Operating expenses
  Production, product and technology                         6,347               15,291                1,288                3,783
  Sales and marketing                                        9,323               26,622                3,734                7,339
  General and administrative                                 2,236                5,780                  432                1,054
  Stock-based compensation                                     852                2,392                  418                  742
  Amortization of acquired intangibles                       5,870               14,817                  172                  344
                                                     -------------        -------------        -------------        -------------
    Total operating expenses                                24,628               64,902                6,044               13,262
                                                     -------------        -------------        -------------        -------------
Loss from operations                                       (17,392)             (48,235)              (4,048)              (8,520)
Other income, net                                              358                  838                  269                  411
Interest expense                                               (17)                 (43)                 (10)                 (32)
                                                     -------------        -------------        -------------        -------------
Net loss                                                   (17,051)             (47,440)              (3,789)              (8,141)
Dividend accretion on mandatorily redeemable
  convertible preferred stock                                   50                  295                  143                  428
                                                     -------------        -------------        -------------        -------------
Net loss attributable to common stockholders         $     (17,101)       $     (47,735)       $      (3,932)       $      (8,569)
                                                     =============        =============        =============        =============

Basic and diluted net loss per share
  attributable to common stockholders                $       (0.56)       $       (2.23)       $       (2.65)       $       (6.97)
                                                     =============        =============        =============        =============

Shares used in computing basic and diluted
  net loss per share                                        30,453               21,365                1,483                1,230
                                                     =============        =============        =============        =============

</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>   5
WOMEN.COM NETWORKS, INC.

STATEMENTS OF CASH FLOW
(In thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine months ended
                                                                     ----------------------------------------
                                                                     September 30, 1999    September 30, 1998
                                                                     ------------------    ------------------
<S>                                                                  <C>                   <C>
Cash flow from operating activities:                                    $    (47,440)         $     (8,141)
  Net loss
  Adjustments to reconcile net loss to net cash
    used in operating activities, net of the effects
    of acquisitions
      Depreciation and amortization of tangible assets                         1,050                   563
      Amortization of intangibles                                             14,817                   344
      Provision for doubtful accounts                                            361                    99
      Amortization of stock-based compensation                                 2,392                   742
      Issuance of common stock warrant in exchange
        for services                                                             231                    --
      Decrease (increase) in accounts receivable                              (2,869)                 (451)
      Decrease (increase) in accounts receivable -
        related party                                                         (1,111)                   --
      Decrease (increase) in prepaids and other
        current assets                                                        (2,414)                 (126)
      Decrease (increase) in other assets                                      2,867                     8
      Increase (decrease) in accounts payable                                  2,385                   437
      Increase (decrease) in accounts payable -
        related party                                                            761                    --
      Increase (decrease) in accrued liabilities                                 411                  (229)
      Increase (decrease) in deferred revenue                                    744                  (437)
                                                                        ------------          ------------
        Net cash used in operating activities                                (27,815)               (7,191)
                                                                        ------------          ------------
Cash flows from investing activities:
  Acquisition of property and equipment                                       (3,339)                 (659)
  Acquisition of Internethoroscopes.com                                         (237)                   --
  Cash received from HomeArts acquisition                                     12,907                    --
                                                                        ------------          ------------
        Net cash provided by (used in) investing activities                    9,331                  (659)
                                                                        ------------          ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock, preferred stock
    and warrants, net of issuance costs                                       46,749                20,049
  Proceeds from issuance of common stock warrants                                  3                    --
  Proceeds from exercise of stock options                                        364                    15
  Principal payments under capital lease obligations                             (15)                  (40)
  Principal payment under term loan                                             (348)                   --
  Proceeds from notes payable                                                     --                   102
                                                                        ------------          ------------
        Net cash provided by  investing activities                            46,753                20,126
                                                                        ------------          ------------

Net increase in cash and cash equivalents                                     28,269                12,276
Cash and cash equivalents at beginning of period                              12,235                 4,885
                                                                        ------------          ------------

Cash and equivalents at end of period                                   $     40,504          $     17,161
                                                                        ============          ============
</TABLE>

   The accompanying notes are an integral part of these financial statements


<PAGE>   6
WOMEN.COM NETWORKS, INC.

STATEMENTS OF CASH FLOW - CONTINUED
(In thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine months ended
                                                                     ----------------------------------------
                                                                     September 30, 1999    September 30, 1998
                                                                     ------------------    ------------------
<S>                                                                  <C>                   <C>
Supplemental disclosure of cash flow information:

  Cash payments for interest                                            $         35          $         28
  Revenue and advertising expense from barter
    transactions                                                        $        220          $        501
Supplement disclosure of noncash financing
  information:
    Accretion of preferred stock                                        $        295          $        428
    Unearned compensation related to stock option
      grants                                                            $      4,634          $      2,283
    Issuance of Series D mandatorily redeemable
      convertible preferred stock warrant in
      exchange for services                                                                   $        226
Liabilities assumed in connection with acquisition of
  Wild Wild Web, Inc.:
      Fair value of assets acquired                                                           $      2,065
      Common stock issued                                                                           (1,755)
                                                                                              ------------
      Liabilities assumed                                                                     $        310
                                                                                              ============
Liabilities assumed in connection with acquisition of


  HomeArts:
      Fair value of assts acquired                                      $     76,265
      Cash received                                                           12,907
      Common stock issued                                                    (85,000)
                                                                         ------------
      Liabilities assumed                                               $       4,172
                                                                         ============
</TABLE>

     The accompanying notes are integral part of these financial statements


<PAGE>   7
                            WOMEN.COM NETWORKS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

Basis of presentation

In the opinion of management, the accompanying unaudited financial statements
include all adjustments (consisting only of normal recurring items) necessary
for their fair presentation in conformity with generally accepted accounting
principles. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses. Actual results may differ from these estimates. Interim results
are not necessarily indicative of results for a full year. The information
included in this Form 10-Q should be read in conjunction with Management's
Discussion and Analysis and financial statements and notes thereto included in
the Women.com Networks, Inc. prospectus, dated October 14, 1999.

Recent accounting pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." This
statement established standards for reporting information about operating
segments in annual financial statements. It also established standards for
related disclosures about products and services, geographic areas and major
customers. The disclosures prescribed by SFAS No. 131 are effective for fiscal
years beginning after December 15, 1997. Women.com has determined that it does
not have any separately reportable business segments.

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") No. 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use", which provides guidance on
accounting for the cost of computer software developed or obtained for internal
use. SOP No. 98-1 was effective for financial statements for fiscal years
beginning after December 15, 1998. Adoption of SOP No. 98-1 has not had a
material impact on the financial statements.

In April 1998, AcSEC issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities." This SOP provides guidance on the financial reporting of start-up
costs and organization costs. It requires the costs of start-up activities and
organization costs to be expensed as incurred. The SOP was effective for
financial statements for fiscal years beginning after December 15, 1998.
Adoption of SOP 98-5 has not had a material impact on the financial statements.

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"), which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. SFAS No. 133, as amended, is effective
for all fiscal quarters for fiscal years beginning after June 15, 2000.
Women.com is assessing the potential impact of this pronouncement on the
financial statements, however the company does not expect any significant impact
since Women.com currently does not have any derivative instruments and does not
anticipate acquiring any.

Net loss per share

Women.com computes net loss per share in accordance with SFAS No. 128, "Earnings
per Share." Under the provisions of SFAS No. 128, basic net loss per share is
computed by dividing the net loss attributable to common stockholders for the
period by the weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net loss for the
period by the weighted average number of common and common stock equivalent
shares outstanding during the period. Common equivalent shares, composed of
common shares issuable upon the exercise of stock options and warrants and upon
conversion of mandatorily redeemable convertible preferred stock, are included
in the diluted net loss per share to the extent such shares are dilutive.

The following table sets forth the computation of basic and diluted net loss per
share for the periods indicated (in thousands, except per share amounts):


<PAGE>   8
<TABLE>
<CAPTION>
                                              Quarter Ended       Nine Months Ended     Quarter Ended      Nine Months Ended
                                            September 30, 1999   September 30, 1999   September 30, 1998   September 30, 1998
                                            ------------------   ------------------   ------------------   ------------------
<S>                                         <C>                  <C>                  <C>                  <C>
Numerator:
Net loss                                       $     (17,051)       $     (47,440)       $      (3,789)       $      (8,141)
Accretion of mandatorily
  redeemable convertible
  preferred stock to
  redemption value                                       (50)                (295)                (143)                (428)
                                               -------------        -------------        -------------        -------------
Net loss attributable to common
  stockholders                                 $     (17,101)       $     (47,735)       $      (3,932)       $      (8,569)
                                               =============        =============        =============        =============

Denominator:
  Shares used in computing basic
    and dilutive net loss per share                   30,453               21,365                1,483                1,230
                                               =============        =============        =============        =============

  Basic and diluted net loss per
    share attributable to common
    stockholders                               $       (0.56)       $       (2.23)       $       (2.65)       $       (6.97)
                                               =============        =============        =============        =============

Antidilutive securities including
 options, warrants, preferred stock and
 convertible units not included in net
 loss per share calculation                                                 6,804                                    18,200
                                                                    =============                             =============
</TABLE>

Comprehensive income

To date, Women.com has not had any transactions that are required to be reported
as comprehensive income, in accordance with the provisions of SFAS No. 130
"Reporting Comprehensive Income".

Letter of credit

In August 1999, Women.com entered into a 10 year operating lease to commence
January 1, 2000 which is collateralized by an irrevocable standby letter of
credit with a U.S. financial institution. The letter of credit is for
approximately $1.4 million and expires on January 31, 2001 with automatic one
year renewals at the option of the financial institution. If the letter of
credit is renewed, the letter of credit will be reduced by approximately
$237,000 each year on January 1, 2003, 2004 and 2005.

Acquisitions

Effective January 29, 1999, Women.com Networks and Hearst HomeArts, Inc. entered
into a joint venture agreement. Under the terms of the agreement, Women.com
Networks and HomeArts contributed their businesses to Women.com Networks LLC.
Women.com was determined to be the accounting acquirer pursuant to Staff
Accounting Bulletin Topic 2-A2.

The acquisition has been accounted for using the purchase method of accounting
and accordingly, the purchase price has been allocated to the tangible and
intangible assets acquired and liabilities assumed on the basis of their
respective fair values on the acquisition date. The fair value of net assets
acquired was determined by an independent appraiser.

The allocation of the purchase price is summarized below (in thousands):

<TABLE>
<S>                               <C>
            Intangibles             $ 14,078
            Goodwill                  49,898
            Prepaid advertising        5,680
            Property & equipment       2,044
            Net current assets        14,738
                                  -----------
                                    $ 86,438
                                  ===========
</TABLE>


<PAGE>   9
Intangibles include advertising and viewership base and assembled workforce. The
excess of the purchase price over the fair value of the net tangible and
identifiable intangible assets acquired has been recorded as goodwill. The
intangibles and goodwill are being amortized on a straight-line basis over a
period of two to five years.

The following unaudited pro forma financial information reflects the results of
operations for the year ended December 31, 1998 and the nine months ended
September 30, 1999 as if the acquisition of HomeArts and HomeArt's acquisition
of Astronet had occurred on January 1, 1998 and 1999, respectively, and after
giving effect to the purchase accounting adjustments and the effects of the
conversion of convertible preferred stock into common stock effective upon the
consummation of the merger and the roll-up of Women.com Networks LLC completed
on August 4, 1999, on an as-if converted basis. These pro forma results have
been prepared for comparative purposes only and do not purport to be indicative
of what operating results would have been had the acquisition actually taken
place on January 1, 1998 or 1999, and may not be indicative of future operating
results (in thousands, except per share amounts);

<TABLE>
<CAPTION>
                                                        Year ended        Nine Months ended
                                                     December 31, 1998    September 30, 1999
                                                     -----------------    ------------------
<S>                                                  <C>                  <C>
Net revenues                                              $ 11,650             $ 16,917
Loss from operations                                       (50,140)             (51,260)
Net loss attributable to common stockholders               (50,171)             (50,760)
Pro forma basic and diluted net loss per share            $  (1.71)            $  (1.47)
</TABLE>

On June 4, 1999, Women.com acquired all of the outstanding stock of
Internethoroscopes.com International. The acquisition has been accounted for
using the purchase method of accounting. The purchase price of $237,000 has
been allocated to the intangible asset (viewership base) acquired.

Equity Transactions

     On May 7, 1999, 2.0 million convertible units of Women.com Networks LLC
were issued at a price of $10.00 per unit which were converted into 2.0 million
shares of common stock upon the consummation of the merger and the roll-up of
Women.com Networks LLC.

As a result of the merger of Women.com, HomeArts and Women.com Networks LLC
which was completed on August 4, 1999, all outstanding shares of preferred
stock converted into common stock and all outstanding warrants to purchase
preferred stock became exercisable for an equivalent number of shares of common
stock.

On September 7, 1999, Women.com issued, in two private placements, 2,500,000
shares of common stock at $11 per share. As a result of antidilution provisions
with respect to these private placements, 250,000 shares of common stock were
issued for no additional consideration upon completion of the initial public
offering.

Subsequent events

Women.com completed an initial public offering of its common stock on October
20, 1999 and concurrently sold shares of its common stock in private placements
to The Hearst Corporation and The Walt Disney Company. The initial public
offering, including the exercise of the underwriters' over-allotment option, and
the private placements generated an aggregate of approximately $66.8 million in
net proceeds.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The following discussion should be read in conjunction with Women.com's
financial statements and the notes thereto.


<PAGE>   10
This Quarterly Report on Form 10-Q (the "Report) contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including, without
limitation, statements regarding Women.com's expectations, beliefs,
intentions, or future strategies that are signified by the words "expects",
"anticipates", "intends", "believes", or similar language. All forward-looking
statements included in this document are based on information available to
Women.com on the date hereof, and Women.com assumes no obligation to update any
such forward-looking statements. Actual results could differ materially from
those projected in the forward-looking statements. In evaluating Women.com's
business, investors should carefully consider the information set forth below
under the caption "Risk Factors" in addition to the other information set forth
herein. Women.com cautions investors that its business and financial performance
are subject to substantial risks and uncertainties.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Overview

Women.com is a leading Internet network dedicated to women, featuring
award-winning original content, personalized services, community and online
shopping. Women.com's network contains more than 90,000 pages of content
organized into 19 topical channels, and offers content from 12 of the world's
leading women's magazines, including Cosmopolitan, Good Housekeeping, Prevention
and Redbook.

Women.com Networks was formed in October 1992 and introduced its current
Internet site, located at www.women.com, in 1995. In January 1999, Women.com
Networks and Hearst HomeArts, Inc., a subsidiary of The Hearst Corporation,
contributed their businesses to Women.com Networks LLC, which was jointly owned
by Women.com and HomeArts. In August 1999, Women.com and HomeArts merged and the
business previously conducted by Women.com Networks LLC was continued by
Women.com. The creation of Women.com Networks LLC was accounted for as an
acquisition using the purchase method of accounting. The operations of HomeArts
have been included in Women.com's operations since the formation of Women.com
Networks LLC on January 29, 1999. The HomeArts acquisition resulted in increased
revenues and expenses in 1999 as compared to 1998.

Women.com has incurred significant net losses and negative cash flows from
operations since its inception. As of September 30, 1999, Women.com had an
accumulated deficit of $73.7 million. Women.com intends to continue to make
significant financial investments in its business, including product, technology
and infrastructure development and personnel. As a result, Women.com believes it
will incur significant operating losses and negative cash flows from operations
for at least the next several years.

Substantially all of Women.com's revenues to date have been generated from
advertising and sponsorships. Advertising and sponsorship revenues represented
79% and 77% of total revenues for the three and nine months ended September 30,
1999, respectively. This compares to 73% and 70% of total revenues for the
comparable periods during the prior year.

Advertising revenues consist primarily of sales of banner advertisements and
sponsorships. Advertising contracts are generally short-term, although several
long-term contracts and sponsorships have been signed. Women.com typically
guarantees a minimum number of impressions or page views to be delivered to
users over a specified period of time for a fixed fee. Advertising revenues are
generally recognized ratably over the period in which the advertising is
displayed. To the extent that minimum guaranteed page deliveries are not met,
Women.com defers recognition of the corresponding revenues until the guaranteed
page deliveries are achieved.

Sponsorship revenues are derived from contracts that generally range from six to
24 months in length. Sponsorship agreements typically include the delivery of
impressions, market research, preferred status within relevant content areas and
the design and development of sites branded by both Women.com and the sponsor
intended to enhance the promotional objective of the sponsor. Women.com
recognizes sponsorship revenues as earned, which is generally ratably over the
contract period. To the extent that


<PAGE>   11
committed obligations under sponsorship agreements are not met, revenue
recognition is deferred until the obligations are met.

Advertising revenues also include barter revenues, which represent the exchange
of advertising space on Women.com's network for reciprocal advertising space on
third party Web sites as well as other advertising and promotional vehicles.
Revenues from these barter transactions are recorded as advertising revenues at
the lower of estimated fair value of the advertisements received or delivered
and are recognized upon publication of the advertisements on Women.com's
network. Barter expenses are an equal and offsetting charge and are recorded at
the lower of estimated fair value of the advertisements received or delivered
and are recognized when Women.com's advertisements run on the reciprocal media
property, which is typically in the same period in which the advertisements run
on Women.com's network.

Production revenues are derived from contracts in which Women.com designs and
develops web sites for third parties for use on the Women.com network or their
own sites. Women.com recognizes production revenues as earned, which is
generally as services are performed over the contract period. To the extent that
committed obligations under production agreements are not met, revenue
recognition is deferred until the obligations are met.

Historically e-commerce revenues consisted of commissions from the sale of
magazine subscriptions, sales of services on Astronet and, to a lesser extent,
payments from affiliate sales programs. Women.com records a portion of the
revenue from each magazine subscription sold on the network magazine sites.
Astronet e-commerce revenues from services offered on its network include
personalized horoscope reports and readings. Affiliate program e-commerce
revenues are recognized upon notification from the affiliate.

Recent Developments

Women.com recently launched She Gets Dressed, its first direct retail platform.
She Gets Dressed is an online boutique offering a selection of clothing and
accessories for women. In the future, for product sales through She Gets
Dressed, Women.com will recognize revenue for the full amount of the sales
transaction, net of normal reserves, with a charge to cost of goods sold for the
cost of the inventory sold.

Results of Operations

Revenues

Revenues were $7.2 million for the three months ended September 30, 1999, a 263%
increase compared to the same period in 1998. Approximately half of this
increase was related to the combination with HomeArts and Astronet. The
remaining increase in revenues was primarily due to Women.com's higher
advertising and sponsorship revenues during 1999. Advertising and sponsorship
revenues were $5.7 million for the three months ended September 30, 1999, a 408%
increase over the corresponding period in 1998. Production revenues also
increased 147% over the prior year to $1.1 million for the three months ended
September 30, 1999 from $432,000 for the three months ended September 30, 1998.
Barter revenue comprised less than 1% of our total revenues for the three months
ended September 30, 1999 as compared to 13% for the three months ended September
30, 1998.

Revenues for the nine months ended September 30, 1999, were $16.7 million, an
increase of 251% from the same period in 1998. The total increase was primarily
related to the combination with HomeArts and Astronet. Advertising and
sponsorship revenues were $13.0 million for the nine months ended September 30,
1999, a 363% increase over the corresponding period in 1998. Production revenues
also increased 88% over the prior year to $2.3 million for the nine months ended
September 30, 1999 from $1.2 million for the nine months ended September 30,
1998. Barter revenue comprised 1.3% of our total revenues for the nine months
ended September 30, 1999 as compared to 6.5% for the nine months ended September
30, 1998.


<PAGE>   12
Production revenues related to the relaunch of six magazine sites totaled
$800,000 and $1.7 million for the three and nine months ended September 30,
1999, respectively. These revenues, comprising 11% and 10% respectively of total
revenues, are related to Women.com's magazine content license and hosting
agreement with Hearst Communications, Inc., a principal stockholder of
Women.com.

Operating Expenses

The principal elements of Women.com's operating expenses consist of production,
product and technology expenses, sales and marketing expenses and administrative
expenses.

Production, product and technology expenses

Production, product and technology expenses consist primarily of personnel
related costs for technical operations, editorial and design activities and
content acquisition costs. Production, product and technology expenses increased
to $6.3 million for the three months ended September 30, 1999 from $1.3 million
in the same period in 1998. This increase was primarily due to increased
expenses of approximately $2.8 million associated with costs related to the
combination with HomeArts and Astronet, costs related to the hiring of
additional personnel of approximately $1.2 million, as well as increased content
acquisition costs and other production costs associated with growth in
Women.com's business.

Production, product and technology expenses increased 304% to $15.3 million for
the nine months ended September 30, 1999 compared to the same period during
1998. This increase was primarily due to increased expenses of approximately
$6.2 million associated with costs related to the combination with HomeArts and
Astronet, costs related to the hiring of additional personnel of approximately
$2.0 million, as well as increased content acquisition costs and other
production costs associated with growth in Women.com's business. Production,
product and technology expenses are expected to increase as Women.com increases
the amount of content and number of services offered on its network and
relaunches four additional magazine sites under its magazine content license and
hosting agreement with Hearst.

Sales and marketing expenses

Sales and marketing expenses consist primarily of personnel costs and
advertising, distribution and public relations expenses. Sales and marketing
expenses were $9.3 million for the three months ended September 30, 1999, an
increase of 150% over the same period of the prior year. During the three months
ended September 30, 1999 Women.com initiated print campaigns in 10 magazines
under its agreement with Hearst. Although not a cash expenditure, a total of
$1.5 million is included in sales and marketing expenses for the three months
ended September 30, 1999. The remainder of the increase is due to costs of
hiring additional personnel totaling $1.2 million, increased online distribution
costs of $900,000 and other sales and marketing costs associated with growth in
Women.com's business.

Sales and marketing expenses increased 264% to $26.6 million for the nine months
ended September 30, 1999 from $7.3 million for the nine months ended September
30, 1998. This increase was primarily due to increased costs of approximately
$3.2 million related to the combination with HomeArts and Astronet, a $3.8
million increase in online distribution costs, a $2.2 million dollar television
advertising campaign during the second quarter of 1999, $1.5 million in noncash
advertising expenses, a $3.3 million increase in other advertising costs and an
increase of $2.3 million in sales and marketing personnel costs. Sales and
marketing expenses are expected to increase as Women.com expands its sales and
marketing efforts.

General and administrative expenses

General and administrative expenses consist primarily of personnel costs, legal
fees and accounting fees. General and administrative expenses were $2.2 million
for the three months ended September 30, 1999, an increase of 418% over the same
period in the prior year. The increase was primarily attributable to increased
occupancy, insurance and other costs totaling $1.3 million related to
Women.com's growing employee base. Approximately 20% of the total increase was
related to the combination with HomeArts and Astronet.


<PAGE>   13
General and administrative expenses increased 448% to $5.8 million for the nine
months ended September 30, 1999 from $1.1 million for the nine months ended
September 30, 1998. The increase was primarily due to increased occupancy,
insurance and other costs totaling $2.0 million related to a 208% increase in
Women.com's headcount year over year and costs of approximately $1.4 million
related to HomeArts and Astronet. General and administrative expenses are
expected to increase as Women.com adds additional administrative personnel and
as a result of costs associated with being a public company.

Stock-based compensation

Stock-based compensation consists of charges related to the difference between
employee stock option grant prices and deemed fair market values on the date of
grant amortized over the vesting period of the options. Women.com's stock-based
compensation expense was $852,000 for the three months ended September 30, 1999
compared with $418,000 for the same period in 1998 and $2.4 million for the nine
months ended September 30, 1999 compared to $742,000 for the same period in
1998. These increases are due to increased levels of stock option grants and
increases in the deemed fair market value of the underlying common stock.

Amortization of acquired intangibles

Amortization of acquired intangibles consists of the amortization of goodwill
and intangible assets acquired. Women.com reported $5.9 million in amortization
of acquired intangibles for the three months ended September 30, 1999 compared
to $172,000 for the same period in 1998 and $14.8 million for the nine months
ended September 30, 1999 compared to $344,000 for the same period in 1998. These
increases are related to the combination with HomeArts and Astronet in January
1999.

Other income

Other income consists of interest income and other miscellaneous income. Other
income was $358,000 for the three months ended September 30, 1999 compared with
$269,000 for the same period in 1998 and $838,000 for the nine months ended
September 30, 1999 compared with $411,000 for the same period in 1998. The
increases are due to higher cash balances as a result of the private sale of
equity securities.

Interest expense

Interest expense consists of interest charges related to equipment leases and
other company debt. Interest expense was $17,000 for the three months ended
September 30, 1999 compared to $10,000 for the same period in 1998 and $43,000
for the nine months ended September 30, 1999 compared to $32,000 for the same
period in 1998. The increases are due to additional leases for office equipment
during 1999.

Income taxes

No provision for federal and state income taxes has been recorded as Women.com
incurred net losses through December 31, 1998, for the period January 1, 1999
through January 28, 1999 and for the period August 1, 1999 through September 30,
1999. Women.com has taken a valuation allowance on the full amount of the net
operating loss carryforwards since it is likely the benefit will not be realized
in the future.

Women.com elected to be taxed as a partnership for the period beginning on
January 29, 1999, the date of formation of Women.com Networks LLC and ending on
the date of the merger of Women.com Networks and HomeArts in August 1999.
Federal and state tax effects of Women.com losses during this period were
recorded by the members of the LLC on their respective income tax returns.

Liquidity and capital resources

Until its initial public offering in October 1999, which raised net proceeds of
approximately $38.6 million including the underwriter's over-allotment,
Women.com financed its operations primarily through the private placement of its
convertible preferred stock. As of October 31, 1999 Women.com had


<PAGE>   14
approximately $106.7 million in cash and cash equivalents. Management believes
its existing cash balances are sufficient to enable Women.com to meet its
obligations for at least the next 12 months.

Year 2000 Readiness

Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. As a result, computer systems and
software used by many companies and governmental agencies may need to be
upgraded to comply with such "Year 2000" or "Y2K" requirements or risk system
failure or miscalculations causing disruptions of normal business activities.

State of Readiness

We have made an assessment of the Y2K readiness of our operating, financial and
administrative systems, including the hardware and software that support our
systems.

Our task force has finished conducting an inventory of and developing testing
procedures for all software and other systems that we believe might be affected
by Y2K issues. Since we use third-party systems, a significant part of this
effort has been to ensure that these third-party systems are Y2K ready. We have
confirmed the readiness of these products from the third parties and rely on
their compliance statements and testing. Women.com Networks will continue to
engage in Y2K assessment, testing and remediation.

Costs

We have spent an immaterial amount on Y2K readiness to date but expect to incur
an additional $150,000 to $200,000 in connection with identify, evaluating and
addressing Y2K readiness issues. Most of these expenses are operating costs
associated with time spent by employees and consultants evaluating Y2K readiness
matters. Such expenses, if higher than anticipated, could have a material
adverse effect on our business, results of operations and financial condition.
Although we cannot predict with any certainty the additional costs which we may
incur in the event our third party vendors and service providers are not Y2K
ready, such costs may be substantial and could have a material and adverse
effect on our business and results of operations.

Risks

We are not currently aware of any Y2K readiness problems relating to our
internally developed systems that would have a material adverse effect on our
business, results of operations and financial condition. There can be no
assurance that we will not discover Y2K readiness problems in our systems that
will require substantial revision. There can also be no assurance that
third-party software, hardware or services incorporated into our systems are Y2K
ready and will not need to be revised or replaced. Any revision or replacement
of our systems or third party system could be time consuming and costly.

Our failure to replace our software, hardware or services or third party
software, hardware and services on a timely basis could result in lost revenues,
increased operating costs, the loss of customers and other business
interruptions, any of which could have a material adverse effect on our
business. In addition, the failure to adequately address Y2K readiness issues
could result in claims of mismanagement, misrepresentation or breach of
contract. The resulting litigation could affect our financial and time
resources.

We are dependent on third party vendors to provide significant network services
and equipment. A Y2K disruption of the network services and equipment provided
by third party vendors could cause our members and visitors to consider seeking
alternate providers or cause an unmanageable burden on our technical


<PAGE>   15
support staff. Either of these reactions could have a material adverse effect on
our business, results of operations and financial condition.

In addition, governmental agencies, utility companies, internet access
companies, third-party service providers and others outside our control may not
be Y2K ready. The failure by such entities to be Y2K ready could result in a
systematic failure beyond our control, such as a prolonged internet,
telecommunications or electrical failure, which could also prevent us from
delivering our services to our customers, decrease the use of the internet, or
prevent users from accessing our web sites, which could have a material adverse
effect on our business, results of operations and financial condition.

Contingency plan

Y2K contingency plans have been developed as part of our Y2K assessment.

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

You should carefully consider the risks described below in evaluating our
business. The risks described below are not the only ones we face. Additional
risks not presently known to us or that we currently deem immaterial may also
impair our business operations in the future.

Our business, financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your
investment.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE OUR OPERATING HISTORY IS LIMITED
AND OUR BUSINESS MODEL IS UNPROVEN

Our historical financial information is of limited value in projecting our
future operating results because of our limited operating history as a combined
organization with the HomeArts and Astronet businesses and the emerging nature
of our market. We first recognized a small amount of subscription revenues in
January 1994 and advertising revenues in March 1996 and our revenues have become
significant only recently. It is difficult to evaluate our business and our
prospects because our revenue and income potential is unproven and our business
model is still emerging. In addition, because our combination with HomeArts and
Astronet has only been effective since the end of January 1999, we are still in
the process of integrating our operations and business activities.

WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATE INCREASED LOSSES IN THE
FUTURE

We have had operating losses since we were formed. We expect to incur
significant operating losses and negative cash flows for at least the next
several years. We may never achieve profitability. If we fail to achieve
profitability or sustain or increase profitability if we achieve it, our
financial condition would be materially harmed. As of September 30, 1999, we had
an accumulated deficit of $73.8 million. Successfully achieving our growth and
profitability plan depends on, among other things, our ability to significantly
increase our revenues and meet the other challenges set forth in the following
risk factors.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE SIGNIFICANTLY WHICH MAKES OUR FUTURE
OPERATING RESULTS DIFFICULT TO EVALUATE AND MAY ADVERSELY AFFECT OUR STOCK PRICE

Our operating results have fluctuated and are likely to continue to fluctuate
significantly from quarter to quarter as a result of several factors, many of
which are outside our control, and any of which could materially harm our
business. These factors include:

     - fluctuations in the demand for internet advertising or electronic
       commerce


<PAGE>   16
     - changes in the level of traffic on our network

     - fluctuations in marketing expenses and technology infrastructure costs

If our revenues in a particular quarter are lower than we anticipate, we may be
unable to reduce spending in that quarter. As a result, any shortfall in
revenues would likely adversely affect our quarterly operating results.
Specifically, in order to attract and retain a larger user base, we plan to
significantly increase our expenditures on sales and marketing, content
development, technology and infrastructure. Many of these expenditures are
planned or committed in advance and in anticipation of future revenues.

Due to the factors noted above and the other risks discussed in this section,
quarter-to-quarter comparisons of our results of operations may not accurately
predict future performance. It is possible that in some future quarters our
results of operations may be below the expectations of public market analysts or
investors. If this occurs, the price of our common stock may decline.

IF WE ARE UNABLE TO GENERATE ADDITIONAL ADVERTISING REVENUES, WHICH ACCOUNT FOR
SUBSTANTIALLY ALL OF OUR REVENUES, OUR BUSINESS WOULD BE MATERIALLY HARMED

We derive substantially all of our revenues from the sale of advertisements on
our network. If we fail to sell advertising, our revenues will be significantly
reduced. Market acceptance of Internet-based advertising is uncertain and
depends largely on advertisers' determinations that the Internet is an effective
medium for advertising. Most of our customers have limited experience with the
Internet as an advertising medium. Our ability to generate significant
advertising revenues depends upon several other factors, including:

     - the development of a large, demographically attractive base of users on
       our network

     - our ability to continue to develop and update effective advertising
       delivery and measurement systems

     - our ability to maintain and increase our advertising rates given the
       growing number of outlets for advertisers on the Internet

IF WE LOSE ADVERTISING CUSTOMERS TO OUR COMPETITION OR REDUCE ADVERTISING RATES
TO REMAIN COMPETITIVE, OUR REVENUES WILL DECLINE SUBSTANTIALLY AND OUR BUSINESS
WILL BE MATERIALLY HARMED

Many internet content and service providers compete with us for advertisers,
e-commerce partners and Internet users, and there are few barriers to entry. We
expect this competition to increase. Many of our current and potential
competitors in the Internet market have significantly greater financial,
editorial, technical and marketing resources, longer operating histories,
greater name recognition and more established relationships with advertisers and
advertising agencies. These competitors may be able to undertake more extensive
marketing campaigns, adopt aggressive pricing policies and devote substantially
more resources to developing Internet content and services than we can.

THE HEARST CORPORATION CONTROLS ACTIONS REQUIRING BOARD AND STOCKHOLDER APPROVAL
WHICH WEAKENS THE EFFECT OF OTHER STOCKHOLDERS' VOTES

Hearst representatives currently fill five of the ten seats on our board of
directors. In addition, Hearst beneficially owns approximately 48% of our
outstanding common stock. Given Hearst's share ownership, Hearst is able to
elect additional directors. Any action taken by our board requires the approval
of at least six directors. As a result, at least one Hearst representative must
approve all actions taken by our board, which could significantly influence our
corporate direction and policies, including any mergers, acquisitions,
consolidations, strategic relationships or sales of assets. Hearst's board
representation and stock ownership may discourage or prevent transactions
involving an actual or potential change of control, including transactions in
which stockholders would otherwise receive a premium for their shares. In


<PAGE>   17
addition, the interests of Hearst, which owns or has significant investments in
other businesses, including cable television networks, newspapers, magazines and
electronic media, may from time to time be competitive with, or otherwise
diverge from, our interests, particularly with respect to new business
opportunities and future acquisitions.

In addition to the ability to elect additional directors, Hearst has effective
control over all other stockholder actions, including approving changes to our
restated certificate of incorporation or amended and restated bylaws and
adopting or changing equity incentive plans. Hearst's control over stockholder
actions will also determine the outcome of any merger, consolidation, sale of
all or substantially all of our assets or other form of change of control that
we might consider. In addition, Hearst is not subject to any restrictions on
acquiring additional shares of our common stock following this offering, and,
therefore, may increase its share ownership percentage by purchasing additional
shares of common stock in the public market.

HEARST'S LARGE OWNERSHIP PERCENTAGE MAY LIMIT THE TRADING VOLUME OF OUR COMMON
STOCK AND INCREASE THE VOLATILITY OF OUR STOCK PRICE

Because Hearst controls such a significant percentage of our common stock,
trading in our common stock may be limited unless Hearst elects to sell some or
all of its shares. If Hearst elects to purchase additional shares in the future,
the market for our common stock will be even more limited. As a result of the
limited public float of our common stock, relatively small purchases or sales of
our stock may have a disproportionate effect on our market price. In addition,
if Hearst elects to sell some or all of its shares, the effect on our market
price could be negative.

WE RELY ON HEARST FOR CONTENT AND CROSS-PROMOTION AND LOSS OF THIS RELATIONSHIP
WOULD HARM OUR BUSINESS

Information supplied by or developed from the Hearst magazines to which we have
online rights accounts for a significant portion of our network's content. If
our relationship with Hearst ends, we may not be able to enter into alternative
arrangements with third parties or to internally develop content and services to
replace the benefits we receive from our relationship with Hearst.

Our relationship with Hearst is governed by a magazine content license and
hosting agreement. While this agreement will continue to provide us with
benefits during its initial six-year term, we may not enjoy benefits from our
relationship with Hearst beyond the term of this agreement, including the
benefits we derive from Hearst's reputation, online content and
cross-promotional activities.

We depend on Hearst to effectively market and promote its 10 magazine sites. If
Hearst fails to do so, our brand identity could be negatively affected and our
business, financial condition and operating results would be materially harmed.
We also rely on Hearst to maintain the quality of its magazine content and to
maintain and expand its magazines' readership base. If the quality or
circulation of Hearst's magazines decline, the content of our network would
suffer and our business, financial condition and results of operations would be
materially harmed.

We may not be able to attract enough user traffic or advertisers to our network
to achieve profitability without Hearst's name or promotional capabilities. Even
with Hearst's support, we may never achieve profitability or sustain or increase
profitability if we achieve it.

HEARST'S RIGHT TO LICENSE ITS CONTENT TO OTHER PARTIES AND OUR RESTRICTIONS ON
LICENSING OTHER THIRD-PARTY CONTENT MAY RESTRICT OUR ABILITY TO COMPETE OR
EXPAND OUR NETWORK

Hearst is permitted to license the content or trademarks of the 10 magazines to
any Internet site or portal that is not deemed to be our competitor. A
competitor is defined under the agreement to include any Internet site, channel,
area or online content aggregation service that provides content primarily for
women and is used primarily by women. Any content or trademark license by Hearst
to any third party could dilute the value of the Hearst magazine content to our
network. We agreed with Hearst not to enter into any


<PAGE>   18
agreements to produce or include as part of our network any magazine site or
content related to a print publication other than the Hearst publications and
the Prevention and New Woman magazines without Hearst's approval. Our inability
to create new relationships with print publications could impair our ability to
enhance the visibility of our brand.

WE MAY FACE DIFFICULTY IN RE-LAUNCHING CRITICAL HEARST MAGAZINE SITES

In connection with our acquisition of the rights to acquire content from the
Hearst magazines, we are in the process of re-launching the 10 Hearst magazine
sites, and we are restructuring these sites to be consistent with our network's
design. This re-launching and restructuring involves a significant amount of
production resources. We expect that the re-launch of these sites will continue
through at least December 1999. If we experience difficulty re-launching these
sites or if our re-launching schedule is delayed, we will not recognize some
expected benefits of our business relationship with Hearst and our business,
financial condition and results of operations could be materially harmed.

IF THE POPULARITY OF ASTRONET DECLINES OR WE ARE UNABLE TO EFFECTIVELY MAINTAIN
ITS DISTRIBUTION, OUR PAGE VIEWS AND NUMBER OF USERS WOULD DECREASE AND OUR
BUSINESS COULD BE MATERIALLY HARMED

We rely on Astronet to generate a significant portion of our page views and
Astronet depends on America Online for traffic. In September 1999, approximately
49% of our page views were generated by Astronet and, during the same period,
approximately 68% of Astronet's traffic was generated by America Online. If the
popularity of our Astronet site declines, or if America Online stops carrying
our Astronet site, our number of visitors and page views would decrease
significantly and our business could be materially harmed.

ASTRONET CURRENTLY GENERATES NO ADVERTISING REVENUES AND WE MAY NOT BE ABLE TO
GENERATE SIGNIFICANT ADVERTISING REVENUES THROUGH ASTRONET IN THE FUTURE

We currently do not sell advertising on the Astronet site on America Online.
Although we intend to do so in the future, we believe advertising rates on the
Astronet site on America Online will be lower than on other areas of our
network. Failure to generate significant revenues through Astronet in the future
may limit our growth and otherwise materially harm our business.

IF WE ARE NOT SUCCESSFUL IN INTEGRATING THE HOMEARTS AND ASTRONET OPERATIONS,
OUR BUSINESS WILL BE MATERIALLY HARMED

Because our relationship with Hearst, including our combination with HomeArts
and Astronet, occurred in January 1999, we are still in the process of
integrating our operations and business activities. If we fail to successfully
integrate these aspects of our business, we may not recognize potential benefits
of the combination and we may have significant duplication of costs and capital
expenditures.

In particular, our integration of HomeArts and Astronet may be complicated by
the fact that management and other operations of these businesses have taken
place and, to some extent, will continue to take place in the eastern United
States as opposed to our headquarters in California. In addition, since HomeArts
has been operated as a division of Hearst, a widely diversified publishing
company, integration difficulties may arise in integrating it into our
stand-alone operations. This integration process involves a significant amount
of our management's time, resources and energy. We are also in the process of
integrating our databases with those of Hearst, including HomeArts, Astronet and
Hearst's magazine sites, and if we experience difficulty integrating these
databases, our costs may increase and our business, financial condition and
results of operations could be materially harmed.

OUR PROMOTION OF THE WOMEN.COM BRAND MUST BE SUCCESSFUL IN ORDER FOR US TO
ATTRACT USERS AS WELL AS ADVERTISERS AND OTHER STRATEGIC PARTNERS


<PAGE>   19
We believe that establishing and maintaining our brand is critical to our
success and that the importance of brand recognition will increase due to the
growing number of women-oriented Internet sites. Successful promotion and
marketing of our brand will depend on providing interesting and compelling
content, community, commerce and personalized services, and we intend to
increase our marketing and branding expenditures in our effort to increase our
brand awareness. If our brand building strategy is unsuccessful, these expenses
may never be recovered, we may be unable to increase our future revenues and our
business could be materially harmed.

IF WE ARE UNABLE TO DELIVER ORIGINAL AND COMPELLING INTERNET CONTENT, COMMUNITY,
SHOPPING AND PERSONALIZED SERVICES THAT ATTRACT A SUFFICIENT NUMBER OF USERS TO
OUR NETWORK, OUR BUSINESS WOULD BE MATERIALLY HARMED

Our current network or any additional channels or sites that we may add in the
future may not be attractive to a sufficient number of Internet users. We may
not be able to anticipate, monitor or successfully respond to rapidly changing
consumer tastes and preferences of women so as to attract enough users to our
network. If we are unable to develop Internet content, community, shopping and
personalized services that attract, retain and expand a loyal user base, we will
be unable to generate advertising revenues or commerce revenues and our
business, financial condition and results of operations will be materially
harmed.

IF WE FAIL TO RETAIN EXISTING BRANDING AND CONTENT RELATIONSHIPS OR FAIL TO
ATTRACT NEW ONES, THE AMOUNT AND QUALITY OF CONTENT ON OUR NETWORK MAY DECLINE,
TRAFFIC TO OUR NETWORK MAY DECREASE AND OUR ADVERTISING REVENUES MAY DECREASE

To be successful, we need to maintain our existing relationships and we must
establish similar relationships with new parties who have cross-media and
promotional capabilities. This is critical to our success because we believe
that these relationships will enable us to further enhance our brand awareness
and expand and broaden our reach to a wider variety of users.

With the exception of our Hearst relationship, our existing branding and content
alliances are short-term agreements. When these agreements terminate, we may not
be able to renew them on favorable terms or to obtain similar agreements with
other parties. Additionally, our competitors may enter into agreements with our
existing partners or other parties that are integral to our prospective content
and brand development.

OUR EXCLUSIVITY AGREEMENT WITH DISNEY MAY PREVENT US FROM SUCCESSFULLY EXPANDING
OUR BRAND AWARENESS AND CONTENT OFFERINGS THROUGH PARTNERSHIPS WITH TELEVISION
OR CABLE NETWORKS

In connection with the Disney private placement, we have agreed not to accept
any equity investment from, or enter into a strategic relationship with, another
television or cable network for a period of six months, during which time Disney
and we will discuss the possibility of entering into a strategic relationship.
We cannot assure you that we will agree to a strategic relationship with Disney
on acceptable terms. If we fail to do so, we may not be able to enter into a
strategic relationship with another television or cable network after the six
month exclusivity period with Disney has ended. If we fail to enter into such a
strategic relationship, our ability to develop greater brand awareness and
expand our content offerings may be limited or delayed.

WE MUST ESTABLISH AND MAINTAIN ONLINE DISTRIBUTION CHANNELS TO GENERATE TRAFFIC
TO OUR NETWORK IN ORDER TO BE SUCCESSFUL

We depend on establishing and maintaining online distribution relationships with
high-traffic Internet sites and leading Internet portals to ensure the
visibility of our network and to generate additional traffic. Our business could
be materially harmed if we do not establish and maintain additional
relationships on commercially reasonable terms or if any of our relationships do
not result in increased network traffic and visibility. In September 1999, a
substantial portion of our network's traffic was generated by our distribution
relationships and, in particular, America Online. All of our distribution
relationships are based


<PAGE>   20
on short-term agreements. There is intense competition for online distribution
relationships among Internet sites. We may not be able to enter into new or
renewed relationships on commercially reasonable terms or at all. In addition,
our existing online distribution relationships or any relationships that we
enter into in the future may not generate enough additional traffic to our
network or create sufficient brand visibility to justify the costs we incur for
such relationships.

WE HAVE RECENTLY LAUNCHED A DIRECT E-COMMERCE MODEL AND OUR BUSINESS AND
FINANCIAL CONDITION COULD BE HARMED IF THIS MODEL IS NOT SUCCESSFUL

We may not be able to achieve any or all of the necessary components of a
successful e-commerce operation. We currently operate an affiliate-based
e-commerce model in which we link shoppers on our network to the sites of our
e-commerce partners to complete their online purchases. In this affiliate-based
model, our e-commerce partners pay us for product placement on our network,
which is recognized as advertising revenue. In addition, we have recently
launched a direct e-commerce model in which we may buy inventory and sell
products and services directly to consumers. We have no experience in
implementing or operating a direct e-commerce business, and if we are not
successful in implementing it, our business could be materially harmed. In
addition, unlike our current affiliate-based commerce model, we will assume
liability for any inventory that we acquire and will bear the risk of inventory
damage or loss as well as product returns which may adversely affect our results
of operations.

WE INTEND TO PURSUE STRATEGIC ACQUISITIONS AND OUR BUSINESS COULD BE MATERIALLY
HARMED IF WE FAIL TO SUCCESSFULLY INTEGRATE ACQUIRED BUSINESSES

We often evaluate acquisition opportunities that could provide us with
additional product or content offerings or additional industry expertise. Any
future acquisition could result in difficulties assimilating acquired operations
and products, diversion of management's attention away from other business
issues and amortization of acquired intangible assets. Specifically, we expect
that future transactions may involve the acquisition of early-stage Internet
content and technology companies. Integration of these companies may result in
problems related to integration of technology and inexperienced management
teams. Our management has had limited experience in assimilating acquired
organizations and products into our operations. We may not successfully
integrate any operations, personnel or products that we may acquire in the
future. If we fail to successfully integrate acquisitions, our business would be
materially harmed.

GROWTH IN OUR OPERATION HAS AND WILL CONTINUE TO STRAIN OUR RESOURCES AND OUR
FAILURE TO MANAGE GROWTH EFFECTIVELY COULD HARM OUR BUSINESS

We have recently experienced significant growth and are planning to further
expand our business and operations. If we are unable to successfully manage this
growth our business could be materially harmed. We have had a significant
increase in our number of employees during the last year. This growth places a
significant strain on our management and other resources. As part of this
growth, we expect to implement new operational and financial systems, procedures
and controls. Any problems in implementing these systems or controls could harm
our operations. In addition, several members of our senior management joined us
during the last year, including our Senior Vice President, Marketing and
Strategic Partnerships and our Chief Financial Officer. As a result, our
management team may have difficulty working together to successfully manage our
anticipated growth.

OUR SYSTEMS MAY FAIL OR BE INTERRUPTED AND THEREBY LIMIT OUR USER TRAFFIC AND
POTENTIALLY HARM OUR BUSINESS

If our network fails for any reason, even for only a short period of time, our
business and reputation would be materially harmed. We rely on third parties for
proper functioning of our computer infrastructure and delivery of our product.
Our systems and operations could be damaged or interrupted by fire, flood, power
loss, telecommunications failure, break-ins, earthquake and similar events. In
May and June 1999, user access to our pregnancy channel was disrupted as a
result of a system failure. Although this disruption has been remedied, we may
encounter unforeseen difficulties in maintaining full access to this or other


<PAGE>   21
channels on our network, and, therefore, there may be additional delays. This
failure and any additional failures may adversely affect our user traffic
results in our current or any future quarters, which could adversely affect our
revenues and operating results and harm our reputation with users, advertisers
and commerce partners.

A key element of our strategy is to generate a high volume of traffic to our
network. Accordingly, the satisfactory performance, reliability and availability
of our network and our computer infrastructure is critical to our reputation and
our ability to attract and retain users, advertisers, e-commerce partners and
members. We cannot accurately project the rate or timing of any increases in
traffic to our network and, therefore, the integration and timing of any
upgrades or enhancements required to facilitate any significant traffic increase
to our network are uncertain.

We also depend on the receipt of timely feeds and computer downloads from our
content providers, and any failure or delay in the transmission or receipt of
such feeds or downloads from our content providers, the public network or
otherwise, could disrupt our operations. We also use third party software to
manage and deliver advertisements by contract and to provide our advertisers
with performance data. The failure of these systems to function properly could
discourage advertisers from placing advertisements on our network or e-commerce
partners from selling their products on our network. Failure of these systems
could cause us to incur additional costs or cause interruptions in our business
during the time spent replacing these systems. Our network infrastructure may
not perform properly and may not provide advertisers or e-commerce partners with
accurate data. The failure to expand and upgrade our network or any system error
or failure could materially harm our business, reputation, financial condition
or results of operations.

IF USE OF THE INTERNET DOES NOT CONTINUE TO GROW, OUR BUSINESS WILL BE
MATERIALLY HARMED

Our market is new and rapidly evolving. Our business would be significantly
harmed if Internet usage does not continue to grow. Internet usage may not grow
for a number of reasons such as:

     - security concerns

     - inconsistent quality of service

     - inadequate network infrastructure

     - consumers returning to traditional or alternative sources for
       information, shopping and services

     - lack of cost-effective, high-speed connectivity

     - the failure of the Internet as a viable commercial marketplace

THE SUCCESS OF OUR BUSINESS WILL DEPEND ON CONTINUED GROWTH IN INTERNET COMMERCE

The market for the purchase of products and services over the Internet is new
and emerging. Our future revenues and profits will depend in part upon the
widespread acceptance and the use of the Internet and other online services as a
medium for commerce by consumers and merchants. If acceptance and growth of the
Internet does not occur, our business and financial performance will materially
suffer. A sufficiently broad base of consumers may not adopt, or continue to
use, the Internet as a medium for commerce. Demand for and market acceptance of
recently introduced products and services over the Internet are subject to a
high level of uncertainty, and there are few proven products and services.

In addition, the ability to securely transmit confidential information is a
significant criterion for successful e-commerce. Any well-publicized compromise
of security could deter people from using the Internet or from using the
Internet for transactions that involve transmitting confidential information,
such as credit


<PAGE>   22
card numbers. Because many of our advertisers seek to advertise on our network
to encourage people to use the Internet to purchase goods or services, the
failure of the Internet as a medium for commerce would seriously harm our
business, financial condition or results of operations.

WE CANNOT PREDICT TO WHAT EXTENT WE MAY BE HELD LIABLE FOR OUR SERVICES AND USER
GENERATED CONTENT AND IF WE ARE SUBJECT TO SUBSTANTIAL LIABILITY OUR BUSINESS
MAY BE MATERIALLY HARMED

We host a wide variety of information, community, communications and commerce
services that enable our users to exchange information, conduct business and
engage in various online activities. Claims could be made against us for
negligence, defamation, libel, copyright or trademark infringement, personal
injury or other legal claims based on the nature and content of information that
may be posted online by our users. The laws relating to the liability of
providers of these online services for the activities of their users are
currently unsettled. In addition, we could be exposed to liability with respect
to the selection of listings that may be accessible through our
Women.com-branded products and properties, or through content and materials that
may be posted by users on message boards or in clubs, chat rooms or other
interactive community-building services. It is also possible that if any
information provided through our services, such as financial information,
contains errors, third parties could make claims against us for losses incurred
in reliance on such information. We offer Internet-based e-mail services, which
expose us to potential risks, such as liabilities or claims resulting from
unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use of
e-mail, or interruptions or delays in e-mail service. Investigating and
defending such claims is expensive, even to the extent these claims do not
result in liability. Although we carry general liability insurance, this
insurance may not be available to cover a particular claim or may be
insufficient.

In addition, we could be exposed to liability arising from the activities of
users of our content or services or with respect to the unauthorized duplication
or insertion of illegal or inappropriate material accessed directly or
indirectly through our services. Several private lawsuits seeking to impose such
liability upon content providers, online services companies and Internet access
providers are currently pending. In addition, legislation currently imposes
liability for, and in some cases prohibits, the transmission over the Internet
of some types of information. This legislation or any similar future regulation
could expose us to significant liabilities associated with our content or
services. Our activities could be or become subject to various forms of
taxation, including but not limited to sales and use taxes, the imposition of
which could materially harm our business, financial condition or results of
operations.

The imposition of potential liability for our content or services could require
us to implement measures to reduce our exposure to such liability arising out of
the content or services we offer, which may require the expenditure of
substantial resources, or to discontinue some content or service offerings. The
increased attention focused upon liability issues as a result of these lawsuits
and legislative proposals could affect the growth of Internet use. While we
carry general liability insurance, it may not be adequate to compensate us in
the event we become liable for our content or services. Any liability in excess
of our general liability insurance could materially harm our business, financial
condition or results of operations.

CONSUMER PROTECTION PRIVACY REGULATIONS COULD IMPAIR OUR ABILITY TO OBTAIN
INFORMATION ABOUT OUR USERS

Our network captures information regarding our registered members in order to
tailor content to them and assist advertisers in targeting their advertising
campaigns to particular demographic groups. However, privacy concerns may cause
users to resist providing the personal data necessary to support this tailoring
capability. Even the perception of security and privacy concerns, whether or not
valid, may indirectly inhibit market acceptance of our network. In addition,
legislative or regulatory requirements may heighten these concerns if businesses
must notify Internet users that the data may be used by marketing entities to
direct product promotion and advertising to the user. Other countries and
political entities, such as the European Economic Community, have adopted such
legislation or regulatory requirements. The United States may adopt similar
legislation or regulatory requirements. If consumer privacy concerns are not
adequately addressed, our business, financial condition and results of
operations could be materially harmed.


<PAGE>   23
Our network currently uses cookies to track demographic information and user
preferences. A cookie is information keyed to a specific server, file pathway or
directory location that is stored on a user's hard drive, possibly without the
user's knowledge, but is generally removable by the user. Germany has imposed
laws limiting the use of cookies, and a number of Internet commentators,
advocates and governmental bodies in the United States and other countries have
urged the passage of laws limiting or abolishing the use of cookies. If such
laws are passed, our business, financial condition and results of operations
could be materially harmed.

WE MAY EXPEND SIGNIFICANT RESOURCES TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS
OR TO DEFEND CLAIMS OF INFRINGEMENT BY THIRD PARTIES, AND IF WE ARE NOT
SUCCESSFUL WE MAY LOSE RIGHTS TO USE SIGNIFICANT MATERIAL OR BE REQUIRED TO PAY
SIGNIFICANT FEES

Our success depends on the protection of our original interactive content and on
the goodwill associated with our trademarks and other proprietary intellectual
property rights. A substantial amount of uncertainty exists concerning the
application of copyright and trademark laws to the Internet and other digital
media, and there can be no assurance that existing laws provide adequate
protection of our content or our Internet addresses, commonly referred to as
domain names. We have filed applications to register a number of our trademarks,
trade names and service marks, but registrations have only been granted in
selected cases, and we may not be able to secure additional registrations.

We have also invested resources in acquiring domain names for existing and
potential future use. We cannot assure you, however, that we will be entitled to
use such names under applicable trademarks and similar laws or that other
desired domain names will be available. Furthermore, enforcing our intellectual
property rights could entail significant expense and could prove difficult or
impossible. In the past, third parties have alleged that we have infringed upon
their patent rights and we cannot assure you that in the future third parties
will not bring additional claims of copyright or trademark infringement, patent
violation or misappropriation of creative ideas or formats against us with
respect to our content or any third-party content carried by us. Any such
claims, with or without merit, could be time consuming to defend, result in
costly litigation, divert management attention, require us to enter into costly
royalty or licensing arrangements or prevent us from using important
technologies, ideas or formats, any of which could materially harm our business,
financial condition or results of operations.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL COSTS TO
DOING BUSINESS ON THE INTERNET

We are not currently subject to meaningful direct regulation applicable to
access to, or commerce on, the Internet by any government agency. Any new laws
or regulations relating to the Internet could substantially increase our
operating expenses or otherwise materially harm our business. It is possible
that in the future a number of laws and regulations may be adopted with respect
to the Internet and other digital media, covering issues such as user privacy,
electronic commerce, and the pricing, characteristics and quality of products
and services. Our distribution arrangements on the Internet could subject us to
the laws of a distant jurisdiction in an unpredictable manner. Several
telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and providers of online
services in a manner similar to long distance telephone carriers and to impose
access fees on these companies.

TRADING IN OUR SHARES COULD BE SUBJECT TO EXTREME PRICE FLUCTUATIONS AND YOU
COULD HAVE DIFFICULTY TRADING YOUR SHARES

Our stock price may fluctuate dramatically due to a number of factors such as:

     - actual or anticipated quarterly variations in our operating results


<PAGE>   24
     - changes in market expectations of our future financial performance or
       changes in the estimates of securities analysts

     - a limited public float due to Hearst's share ownership and, for the six
       months following our initial public offering in October 1999,
       contractual restrictions on resale

     - a significant increase in the number of shares available for resale
       beginning in April 2000 as a result of the expiration of the contractual
       restrictions on resale

     - announcements by our competitors

     - conditions affecting the market for Internet stocks or the stock market
       in general

The trading price of our common stock may be volatile. The stock market in
general and the market for technology and Internet-related companies, in
particular, has experienced extreme volatility that often has been unrelated to
the operating performance of particular companies. These broad market and
industry fluctuations may adversely affect the trading price of our common
stock, regardless of our actual operating performance.

In the past, following periods of volatility in the market price of a company's
securities, class action litigation has often been filed. If this were to happen
to us, litigation would be expensive and would divert management's attention
from the operation of the business.

IF WE, OR THIRD PARTIES ON WHICH WE RELY, FAIL TO ACHIEVE YEAR 2000 READINESS,
OUR BUSINESS COULD BE MATERIALLY HARMED

We may discover year 2000 readiness problems in our internally developed systems
that will require substantial revision. In addition, third-party software,
hardware or services incorporated into our systems may need to be revised or
replaced, all of which could be time-consuming and expensive. If we cannot fix
or replace our internally developed or third-party software, hardware or
services before January 1, 2000, our operating costs could be increased and we
could experience business interruptions that could harm our business.
Additionally, if we cannot adequately address year 2000 readiness issues in our
internally developed proprietary software, we could be subject to claims of
mismanagement, misrepresentation or breach of contract and related litigation,
which could be costly and time consuming to defend.

In addition, the software and systems of governmental agencies, utility
companies, Internet service providers, third-party service companies and others
outside of our control may not be year 2000 ready. If these entities are not
year 2000 ready, a systemic failure beyond our control could result, including a
prolonged Internet, telecommunications or general electrical failure. This type
of failure would make it difficult or impossible to use the Internet or access
our network and would prevent us from publishing our content. If a prolonged
failure of this type occurred, our business would be severely harmed. If our
advertisers and sponsors are not year 2000 ready, they may defer or cancel
advertising scheduled to appear on our network, which could harm our business.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES AND ACTUAL RESULTS THAT DIFFER FROM THOSE STATEMENTS MAY
MATERIALLY HARM OUR BUSINESS

This report contains forward-looking statements that are inherently uncertain.
We use words such as "anticipates," "believes," "plans," "expects," "future,"
"intends" and similar expressions to identify any forward-looking statements.
Each of these forward-looking statements involves risks and uncertainties. In
addition to forward-looking statements made by us, this report may also contain
forward-looking statements attributed to third parties regarding estimates of
the growth of the use of the Internet by women, electronic-commerce over the
Internet and spending by advertisers on the Internet. You should not place undue
reliance on these forward-looking statements. Actual results could differ
materially from those


<PAGE>   25
anticipated in these forward-looking statements for many reasons, including the
risks faced by us described above in "Risk Factors" and elsewhere in this
report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Women.com maintains its cash equivalents in an institutional money market fund.
As of September 30, 1999 all of Women.com's cash equivalent investments will
mature in one year or less. Women.com did not hold derivative financial
instruments as of September 30, 1999 and has never held any such instruments.
Currently all sales and expenses are denominated in U.S. dollars and as a result
no foreign exchange gains or losses have been experienced to date. Women.com
Networks does not expect any transactions in foreign currencies during 1999 nor
has it engaged in foreign currency hedging to date.

Part II. Other information

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

        (c) On September 7, 1999, Women.com sold 1,250,000 shares of its
common stock to Hearst Communications, Inc. and 1,250,000 shares of its common
stock to Torstar Corporation. The aggregate proceeds to Women.com from such
sales was $27.5 million. The sales were exempt from registration under Section
4(2) of the Securities Act of 1933, as amended, as the sale did not involve a
public offering.

        (d) Women.com's Registration Statement on Form S-1 (No. 333-78363)
was declared effective, and the offering commenced, on October 14, 1999. All
securities were sold and the offering has terminated. The managing underwriters
were Morgan Stanley Dean Witter, Deutsche Banc Alex. Brown and Salomon Smith
Barney. The class of securities registered was common stock. An aggregate of
4,312,500 shares of common stock were registered and sold for the account of
Women.com, and the aggregate offering price was $43,125,000. Aggregate
underwriting discounts and commissions were $3,018,750. Estimated expenses for
the offering were $1,500,000. Net proceeds to Women.com were $38,606,250.
Women.com received the proceeds from the offering after the period covered
by this Report. The net proceeds have been invested in short-term, investment
grade, interest-bearing securities.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

        (a) See Exhibit Index on page 28.

        (b) No reports on Form 8-K were filed during the three months ended
September 30, 1999.
<PAGE>   26
                                   SIGNATURES

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

Date: November 12, 1999                Women.com Networks, Inc.

                                       By: /s/ Michael Perry
                                          -------------------------
                                       Title: Chief Financial Officer
                                       Duly authorized officer and
                                       Principal financial officer
<PAGE>   27
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
        EXHIBIT       DESCRIPTION

<S>                   <C>
        3.1           Restated Certificate of Incorporation of the Registrant
        3.2           Amended and Restated Bylaws of the Registrant
        4.1           Reference is made to Exhibits 3.1 and 3.2 hereof
        4.2*          Specimen Certificate for Registrant's common stock
        4.3*          Amended and Restated Investors' Rights Agreement, dated May 7, 1999, by and among the
                      Registrant, Marleen McDaniel, Ellen Pack, certain holders of the Registrant's common
                      stock and certain holders of warrants to purchase the Registrant's common stock
        4.4*          Investor Rights Agreement, dated July 9, 1999, between the Registrant and Torstar
                      Corporation
        4.5*          Investor Rights Agreement, dated July 9, 1999, between the Registrant and The Walt
                      Disney Company
        10.1.1*       Amended and Restated 1998 Equity Incentive Plan
        10.1.2*       Employee Stock Purchase Plan
        10.1.3*       Amended and Restated 1994 Stock Option Plan
        10.2*         Magazine Content License and Hosting Agreement by and
                      between the Registrant and Hearst Communications, Inc.,
                      dated January 27, 1999
        10.3+*        Investment Agreement by and between the Registrant and
                      Graphics International, Inc. d/b/a Hallmark Connections,
                      dated August 19, 1997, as amended on May 7, 1998
        10.4*         Investment agreement by and between the Registrant and
                      MediaOne Interactive Services, Inc. (formerly known as US
                      West Interactive Services, Inc.), dated July 7, 1997, as
                      amended on April 7, 1998
        10.5*         Executive Employment Agreement by and between the Registrant and Marleen McDaniel,
                      dated January 29, 1999
        10.6+*        Investment Agreement by and between the Registrant and Rodale Press, Inc., dated
                      January 27, 1999
        10.7*         Letter Agreement by and between the Registrant and Rodale Press, Inc., dated January
                      27, 1999
        10.8+*        Website Agreement by and between the Registrant and Rodale Press, Inc., dated May 2,
                      1997
        10.9*         Warrant Purchase Agreement by and between the Registrant
                      and MediaOne Interactive Services, Inc. (formerly known as
                      US West Interactive Services, Inc.), dated July 7, 1997
        10.10*        Warrant Agreement by and between the Registrant and
                      MediaOne Interactive Services, Inc. (formerly known as US
                      West Interactive Services, Inc.), dated July 7, 1997
        10.11*        Lease Agreement, dated November 7, 1994, and Addendum
                      thereto dated November 8, 1994, by and between the
                      Registrant and Golden Century Investment Company
        10.12*        Amendment No. 1 to the Master Lease Agreement, dated December 1, 1994, by and between
                      the Registrant and Golden Century Investment Company
        10.13*        First Amendment to Lease Agreement, dated July 27, 1997,
                      by and between the Registrant and Carramerica Realty
                      Corporation (the successor in interest to Golden Century
                      Investment Company)
        10.14*        Second Amendment to Lease Agreement, dated August 31,
                      1997, by and between the Registrant and Carramerica Realty
                      Corporation
        10.15*        Third Amendment to Lease Agreement, dated October 27,
                      1998, by and between the Registrant and Carramerica Realty
                      Corporation
        10.19*        Series D Preferred Stock Purchase Agreement by and among
                      the Registrant and the purchasers of Series D Preferred
                      Stock, dated June 5, 1998
</TABLE>


<PAGE>   28
<TABLE>
<CAPTION>
        EXHIBIT       DESCRIPTION

<S>                   <C>
        10.20*        Series E Preferred Stock Purchase Agreement by and among
                      the Registrant and the purchasers of Series E Preferred
                      Stock, dated May 7, 1998
        10.22*        Agreement of Merger and Purchase, by and among Hearst
                      Communications, Inc., Astronet, Inc., Hearst New Media,
                      LLC and certain shareholders and option holders of
                      Astronet, Inc. dated December 23, 1998
        10.24*        Asset Purchase Agreement by and among the Registrant, Wild Wild Web, Inc., Raymond B.
                      Kropp and Victoria P. Kropp dated April 2, 1998
        10.25*        Fourth Amendment to Lease Agreement by and between the
                      Registrant and Carramerica Realty Corporation dated March
                      24, 1999
        10.26*        Stock Purchase Agreement by and between the Registrant and
                      Hearst Communications, Inc., dated July 9, 1999
        10.27+*       Letter Agreement by and among the Registrant, Torstar
                      Corporation and Harlequin Enterprise Limited, dated June
                      25, 1999, as amended July 9, 1999
        10.28*        Amendment No. 1 to Letter Agreement by and among the Registrant, Torstar Corporation
                      and Harlequin Enterprise Limited, dated July 9, 1999
        10.29*        Stock Purchase Agreement by and among the Registrant and Torstar Corporation, dated
                      July 9, 1999
        10.31*        Amendment No. 1 to Stock Purchase Agreement by and between the Registrant and Hearst
                      Communications, Inc., dated September 7, 1999
        10.32*        Amendment No. 1 to Stock Purchase Agreement by and between the Registrant and Torstar
                      Corporation, dated September 3, 1999
        10.33*        Form of Stock Purchase Agreement by and between the Registrant and Hearst
                      Communications, Inc.
        10.34*        Warrant Agreement by and between Women.com Networks and HC
                      Crown Corp., dated August 19, 1997
        10.35*        Fifth Amendment to Lease Agreement, dated May 25, 1999, by
                      and between the Registrant and Carramerica Realty
                      Corporation
        10.36*        Agreement of Lease between the Registrant and Polestar
                      Fifth Property Associates LLC, dated July 31, 1999
        27.1          Financial Data Schedule
</TABLE>

------------------------
*Incorporated by reference to the exhibit to the Registration Statement on Form
 S-1 (No. 333-78363).
+Confidential treatment has been granted by the SEC on portions of this Exhibit.