<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 1999

                                       or

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

                        COMMISSION FILE NUMBER 000-24289

                        ASYMETRIX LEARNING SYSTEMS, INC.
             (Exact name of registrant as specified in its chapter)

               DELAWARE                                91-1276003
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)

                  110-110TH AVENUE NE, BELLEVUE, WASHINGTON 98004
                (Address of principal executive offices) (Zip Code)

                                 (425) 462-0501
                (Registrant's telephone number, including area code)

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 issuer's Common Stock, par value 
$0.01, as of March 31, 1999 was 13,990,906 shares.

<PAGE>



                        ASYMETRIX LEARNING SYSTEMS, INC.

                                   FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1999

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I  - FINANCIAL INFORMATION                                                                          PAGE
<S>       <C>                                                                                            <C>
Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998                  3

          Condensed Consolidated Statements of Operations for the three months ended
          March 31, 1999 and 1998                                                                           4

          Condensed Consolidated Statements of Cash Flows for the three months ended
          March 31, 1999 and 1998                                                                           5

          Notes to Condensed Consolidated Financial Statements                                              6

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations             9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                       16

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                                                17

Item 2.   Changes in Securities and Use of Proceeds                                                        17

Item 3.   Defaults upon Senior Securities                                                                  17

Item 4.   Submission of Matters to a Vote of Securities Holders                                            17

Item 5.   Other Information                                                                                17

Item 6.   Exhibits and Reports on Form 8-K                                                                 17

SIGNATURES                                                                                                 18

EXHIBIT INDEX                                                                                              19
</TABLE>


                                       2
<PAGE>

                        ASYMETRIX LEARNING SYSTEMS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                               March 31,    December 31,
                                                                 1999           1998
                                                               ---------    ------------
                                     ASSETS
<S>                                                            <C>            <C>
Current assets:
  Cash and cash equivalents                                    $  18,852      $  21,713
  Accounts receivable, net of allowance for returns and
    doubtful accounts of $906 and $1,397                           7,986          7,917
  Inventories                                                        360            370
  Prepaid royalties and licenses                                      49             66
  Receivables from related companies                                  49            193
  Other current assets                                               850            998
                                                               ---------      ---------
      Total current assets                                        28,146         31,257
Property and equipment, net                                        2,560          2,320
Goodwill and other intangible assets, net                          9,827          9,917
Other assets                                                         128            128
                                                               ---------      ---------
      Total assets                                             $  40,661      $  43,622
                                                               ---------      ---------
                                                               ---------      ---------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                             $   1,474      $   1,494
  Accrued liabilities                                              1,952          1,637
  Deferred revenue                                                   728          1,401
  Other current liabilities                                        1,560          1,812
                                                               ---------      ---------
      Total current liabilities                                    5,714          6,344
Other noncurrent liabilities                                         244            268
                                                               ---------      ---------
      Total liabilities                                            5,958          6,612
                                                               ---------      ---------

Stockholders' equity:
  Common stock                                                       141            140
  Additional paid-in capital                                     203,349        203,249
  Accumulated deficit                                           (167,928)      (165,522)
  Deferred stock compensation                                       (534)          (580)
  Accumulated other comprehensive loss                              (325)          (277)
                                                               ---------      ---------
      Total stockholders' equity                                  34,703         37,010
                                                               ---------      ---------
      Total liabilities and stockholders' equity               $  40,661      $  43,622
                                                               ---------      ---------
                                                               ---------      ---------
</TABLE>

    See the accompanying notes to Condensed Consolidated Financial Statements


                                      3
<PAGE>

                        ASYMETRIX LEARNING SYSTEMS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                                  1999         1998
                                                                 -------      -------
<S>                                                              <C>          <C>
Revenue:
Product revenue:
  Online learning products                                       $ 2,736      $ 2,306
  Other products                                                     418        1,540
                                                                 -------      -------
    Total product revenue                                          3,154        3,845
Services revenue                                                   4,306        4,353
                                                                 -------      -------
    Total revenue                                                  7,460        8,198
                                                                 -------      -------
Cost of revenue:
Product revenue:
  Online learning products                                           178          209
  Other products                                                     136          289
                                                                 -------      -------
    Total cost of product revenue                                    314          498
Services revenue                                                   3,277        2,852
                                                                 -------      -------
    Total cost of revenue                                          3,591        3,350
                                                                 -------      -------

Gross margin                                                       3,870        4,848
                                                                 -------      -------
Operating expenses:
  Research and development                                         1,513        1,519
  Sales and marketing                                              3,526        3,505
  General and administrative                                       1,256        1,500
  Amortization of goodwill                                           219          185
                                                                 -------      -------
    Total operating expenses                                       6,515        6,709
                                                                 -------      -------
Loss from operations                                              (2,645)      (1,861)
Other income(expense), net                                           240        2,151
                                                                 -------      -------
Net income (loss)                                                 (2,406)         290
Accretion of redemption value of redeemable common stock               -         (766)
                                                                 -------      -------
Net loss attributable to common stockholders                     $(2,406)     $  (476)
                                                                 -------      -------
                                                                 -------      -------

Net loss per share, basic and diluted                            $  (.17)     $  (.07)
                                                                 -------      -------
                                                                 -------      -------
Weighted average common shares outstanding, basic and diluted     13,967        6,925
                                                                 -------      -------
                                                                 -------      -------
</TABLE>


      See accompanying notes to Condensed Consolidated Financial Statements


                                       4
<PAGE>

                        ASYMETRIX LEARNING SYSTEMS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                      --------------------
                                                                       1999          1998
                                                                      -------      -------
<S>                                                                   <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                                   $(2,406)     $   290
  Adjustments to reconcile net loss to net cash used in 
    operating activities:
    Depreciation and amortization                                         540          404
    Write-off property and equipment                                        -            8
    Stock compensation expense                                             46          135
    Equity in (income) losses from Infomodelers, Inc.                       -       (2,169)
    Changes in assets and liabilities:
      Accounts receivable                                                 (69)       1,375
      Inventories                                                          10           59
      Prepaid royalties and licenses                                       17          (39)
      Receivables from related companies                                  144          (15)
      Other current assets                                                148         (399)
      Accounts payable                                                    (20)        (577)
      Accrued liabilities                                                 316          341
      Deferred revenue                                                   (673)        (697)
      Other current liabilities                                          (252)        (859)
                                                                      -------      -------
        Net cash used in operating activities                          (2,198)      (2,143)
                                                                      -------      -------

Cash flows from investing activities:
  Purchase of property and equipment                                     (691)         (93)
  Disposal of investment in Infomodelers, Inc.                              -        2,373
                                                                      -------      -------
        Net cash (used in)/provided by investing activities              (691)       2,280
                                                                      -------      -------
Cash flows from financing activities:
  Proceeds from (repayment) of notes payable                              (24)          25
  Proceeds from exercise of stock options                                 100           74
                                                                      -------      -------
        Net cash provided by financing activities                          76           99
                                                                      -------      -------
  Effect of foreign exchange rate changes                                 (49)          85
                                                                      -------      -------
        Net increase(decrease) in cash and cash equivalents            (2,861)         321
Cash and cash equivalents at beginning of period                       21,713        2,541
                                                                      -------      -------
Cash and cash equivalents at end of period                            $18,852      $ 2,862
                                                                      -------      -------
                                                                      -------      -------
</TABLE>


      See accompanying notes to Condensed Consolidated Financial Statements


                                       5
<PAGE>

                        ASYMETRIX LEARNING SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1999 AND 1998

UNAUDITED INTERIM FINANCIAL INFORMATION

     The accompanying unaudited condensed consolidated financial statements 
of Asymetrix Learning Systems, Inc. ("Asymetrix") include the accounts of 
Asymetrix and its wholly-owned subsidiaries. All significant intercompany 
transactions have been eliminated in consolidation. These statements reflect 
all normal recurring adjustments which are, in the opinion of management, 
necessary for a fair presentation of the financial position and results of 
operations for the periods presented. These condensed consolidated financial 
statements and notes should be read in conjunction with Asymetrix's audited 
consolidated financial statements included in Asymetrix's Annual Report on 
Form 10-K for the fiscal year ended December 31, 1998. Certain information 
and footnote disclosures normally included in financial statements prepared 
in conformity with generally accepted accounting principles have been 
condensed or omitted pursuant to the rules and regulations of the Securities 
and Exchange Commission. Interim results of operations for the three months 
ended March 31, 1999 are not necessarily indicative of the operating results 
for the full fiscal year. Factors that may affect such operating results, 
include, but are not limited to, those discussed in "FACTORS THAT MAY AFFECT 
FUTURE RESULTS OF OPERATIONS".

INVENTORIES

     Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
                                    MARCH 31,         DECEMBER 31,
                                      1999                1998
                                    ---------         ------------
<S>                                 <C>               <C>
Raw materials                        $ 232               $ 247
Finished goods                         234                 226
Less obsolescence reserve             (106)               (103)
                                    ------               -----
                                     $ 360               $ 370
                                    ------               -----
                                    ------               -----
</TABLE>

NET LOSS PER SHARE

     Basic earnings per share is computed by dividing the sum of net loss 
plus accretion of redemption value of redeemable common stock by the weighted 
average number of common shares outstanding during the period. Diluted 
earnings per share is computed by dividing the sum of net loss plus accretion 
of redemption value of redeemable common stock by the weighted average number 
of common and dilutive common equivalent shares outstanding during the 
period. As Asymetrix had a net loss attributable to common stockholders in 
each of the periods presented, basic and diluted net loss per share is the 
same.

     Excluded from the computation of diluted earnings per share are options 
to acquire approximately 4,302,927 shares of Common Stock with a weighted 
average exercise price of $4.97 for the three months ended March 31, 1999 and 
options to acquire approximately 3,576,966 shares of Common Stock with a 
weighted average exercise price of $3.91 for the three months ended March 31, 
1998 because their effects would be anti-dilutive.

REVENUE RECOGNITION

     Asymetrix recognizes revenue in accordance with Statement of Position 
97-2, SOFTWARE REVENUE RECOGNITION ("SOP 97-2"), which provides specific 
industry guidance and stipulates that revenue recognized from software 
arrangements is to be allocated to each element of the arrangement based on 
the relative fair values of the elements, such as software products, 
upgrades, enhancements, post contract customer support, installation, or 
training. Under SOP 97-2, the determination of fair value is based on 
objective evidence which is specific to the vendor. If such evidence of fair 
value for each element of the arrangement does not exist, all revenue from 
the arrangement is deferred until such time that evidence of fair value does 
exist or until all elements of the arrangement are delivered.


                                       6
<PAGE>

     Revenue from sales of software products to end-users, resellers, and 
distributors is recognized when the products are delivered provided all the 
requirements of SOP 97-2 have been met. Asymetrix's agreements with certain 
distributors and resellers permit them to exchange products under certain 
circumstances and permit returns from certain resellers subject to specific 
limitations. When appropriate, accruals are established for estimated returns 
and exchanges. In the case of nonrefundable minimum royalties from an OEM, 
reseller or other distributor, provided that no significant obligations of 
Asymetrix remain, Asymetrix recognizes revenue when it delivers its product 
to the OEM reseller or other distributor. Additional royalties are paid to 
the extent that the advances are exceeded and these additional royalties are 
recognized upon delivery of the products by the OEM reseller or other 
distributor to its customers. Asymetrix recognizes revenue associated with 
technical support agreements over the life of the contract.

     Asymetrix recognizes revenue under custom development contracts as 
services are provided for time and materials contracts or by using the 
percentage-of-completion method of accounting, based on the ratio of costs 
incurred to the total estimated project cost, for individual fixed-price 
contracts. Provisions for any estimated losses on uncompleted contracts are 
made in the period in which such losses become evident.

     In December 1998, the AICPA issued Statement of Position 98-9, 
MODIFICATION OF SOP 97-2, SOFTWARE REVENUE RECOGNITION, WITH RESPECT TO 
CERTAIN TRANSACTIONS ("SOP 98-9") which amends certain elements of SOP 97-2 
and is effective for fiscal years beginning after March 15, 1999. Asymetrix 
believes that the adoption of SOP 98-9 will not have a material effect on 
results of operations or financial position.

COMPREHENSIVE INCOME

     Asymetrix has adopted the provisions of Statement of Financial 
Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME ("Statement 
130"). Statement 130 establishes revenues for reporting and disclosure of 
comprehensive income and its components (revenues, expenses, gains, and 
losses) in a full set of general-purpose financial statements. The following 
table sets forth the components of comprehensive income(loss) for the periods 
presented below:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                          MARCH 31
                                                     -------------------
                                                      1999        1998
                                                     -------     -------
                                                        (IN THOUSANDS)
<S>                                                  <C>         <C>
Net income (loss)                                    $(2,406)       $290
Foreign currency translation adjustment                  (48)         86
                                                     -------     -------
Total comprehensive income (loss)                    $(2,454)       $376
                                                     -------     -------
                                                     -------     -------
</TABLE>

NEW ACCOUNTING PRONOUNCEMENTS

     In March 1998, the Accounting Standards Executive Committee issued 
Statement of Position No. 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE 
DEVELOPED OR OBTAINED FOR INTERNAL USE ("SOP 98-1"). SOP 98-1 established 
guidance on accounting for the costs incurred related to internal used 
software. SOP 98-1 is effective for fiscal years beginning after December 15, 
1998. Asymetrix adopted SOP 98-1 effective January 1, 1999. Adoption of SOP 
98-1 did not have a material impact on the consolidated financial statements.

     In June 1998, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE 
INSTRUMENTS AND HEDGING ACTIVITIES ("Statement 133"). Statement 133 provides 
a comprehensive and consistent standard for the recognition and measurement 
of derivatives and hedging activities. Statement 133 is effective for fiscal 
years beginning after June 15, 1999. Asymetrix does not expect the adoption 
of Statement 133 to have a material impact on its consolidated financial 
statements.

SEGMENT INFORMATION

     Asymetrix has adopted the provisions of Statement of Financial 
Accounting Standards, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED 
INFORMATION ("SFAS No. 131"). SFAS No. 131 establishes standards 


                                       7
<PAGE>

for the reporting by public business enterprises about operating segments, 
products and services, geographic areas, and major customers. The method for 
determining what information to report is based on the way that management 
organizes the operating segments within Asymetrix for making operating 
decisions and assessing financial performance.

     Asymetrix's chief operating decision-maker is considered to be 
Asymetrix's Chief Executive Officer ("CEO"). The CEO reviews financial 
information on a consolidated basis with disaggregated information about 
revenues by product categories and geographic region for purposes of making 
operating decisions and assessing financial performance. The product 
categories reviewed by the CEO are on-line learning products and other 
products. These categories are identical to those in the accompanying condensed
consolidated statements of operations. The consolidated financial information 
reviewed by the CEO does not include information regarding profitability of 
Asymetrix's different products or services. Therefore, Asymetrix operates in 
a single operating segment, on-line learning.

     Revenue and long-lived asset information regarding operations in the 
United States and International - primarily Europe is as follows (in 
thousands):

<TABLE>
<CAPTION>
                                                       FOR THE THREE MONTHS
                                                          ENDED MARCH 31,
                                                     -----------------------
                                                       1999           1998
                                                     -------         -------
<S>                                                  <C>             <C>
Revenue:
  Domestic                                           $ 5,904         $ 6,977
  International - primarily Europe                     1,557           1,221
                                                     -------         -------
                                                     $ 7,460         $ 8,198
                                                     -------         -------
                                                     -------         -------
</TABLE>
<TABLE>
<CAPTION>
                                                            MARCH 31
                                                     -----------------------
                                                       1999           1998
                                                     -------         -------
<S>                                                  <C>             <C>
Long-lived assets:
  Domestic operations                                $12,305         $10,262
  International operations - primarily Europe             82              49
                                                     -------         -------
                                                     $12,387         $10,311
                                                     -------         -------
                                                     -------         -------
</TABLE>

     No single customer accounted for greater than 10% of total revenues in 
any period presented.


                                       8
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF ASYMETRIX SHOULD BE READ IN CONJUNCTION WITH ASYMETRIX'S CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE
IN THIS REPORT. THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. ASYMETRIX'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN
"FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS."

OVERVIEW

         Asymetrix's comprehensive learning solution consists of an open, 
standards-based, Internet-centric technology platform as well as a variety of 
professional learning services for the online learning market. Asymetrix's 
technology platform includes authoring products which enable customers to 
create online learning applications and learning management systems which 
enable customers to deploy and manage such applications, automate 
instructor-led training, logistics and tracking of individual and group 
competencies. Asymetrix's professional services include a wide range of 
consulting, integration and custom development services focused on the online 
learning market as well as training and customer support.

         From September 1997 through June 1998, Asymetrix acquired eight 
companies and issued an aggregate of 3,457,504 shares of common stock. All of 
these acquisitions were accounted for using the purchase method of 
accounting. Accordingly, Asymetrix's historical consolidated financial 
statements do not include results of operations, financial position or cash 
flows of these entities prior to their respective dates of acquisition. In 
addition, as a result of certain acquisitions, Asymetrix has incurred charges 
relating to the cost of acquired in-process research and development of 
approximately $4.1 million for 1997 and, in connection with all of its 
acquisitions from July 1997 through September 1998, has recorded an aggregate 
of approximately $10.2 million in goodwill, of which approximately $1.5 
million will be amortized on a straight-line basis over a five-year life and 
approximately $8.7 million will be amortized over a fifteen-year life. If 
Asymetrix were to incur additional charges for acquired in-process research 
and development and amortization of goodwill with respect to any future 
acquisitions, Asymetrix's business, operating results and financial condition 
could be materially and adversely affected. In July 1998, Asymetrix acquired 
Meliora Systems Inc. ("Meliora"), an online learning product and consulting 
company, which has been accounted for under the pooling of interests method. 
Asymetrix issued 268,000 shares of common stock in exchange for all 
outstanding shares of Meliora. The consolidated financial statements of 
Asymetrix have been restated to give effect to the combination as if the 
companies had been combined since their inception.

         As part of its strategy to focus on the online enterprise learning 
market, Asymetrix divested product lines and technologies that were unrelated 
to this market. In October 1996, Asymetrix completed the spin-off of its 
Database Tools Division to Infomodelers, Inc. ("Infomodelers") and 
distributed a controlling interest in Infomodelers to its stockholders. In 
March 1998, Asymetrix sold substantially all of its remaining interest in 
Infomodelers to Vulcan Ventures, Inc. for an aggregate purchase price of 
approximately $2.4 million in cash, which price included approximately 
$2.0 million for shares of Infomodelers Series A Preferred Stock and 
approximately $390,000 for shares of Infomodelers common stock.

         In July 1997, Asymetrix established SuperCede, Inc. ("SuperCede"),
a subsidiary, and transferred the assets of its Internet Development Tools
Division and SuperCede products to SuperCede. Following an investment by Vulcan
Ventures, Inc. and certain related transactions, 50% of SuperCede was owned by
Asymetrix. However, Asymetrix held Series B Preferred Stock which was
subordinate to the Series A Preferred stock held by Vulcan Ventures. All of the
assets of SuperCede were subsequently acquired by Instantiations, Inc. in
January 1999 and SuperCede was dissolved. Because the total consideration
received in the transaction was less than the liquidation preference of the
Series A Preferred Stock, Asymetrix received no portion of that consideration
and believes that it will receive no future value from its SuperCede interest.
Asymetrix's historical financial statements do not consolidate the results of
operations, financial position or cash flows of Infomodelers subsequent to
October 1996 or of SuperCede subsequent to September 1997.

         Asymetrix incurred net losses of $13.7 million in 1997 and $5.2 
million in 1998 and a net loss of $2.4 million in the three months ended 
March 31, 1999, and has yet to achieve operating income or net income under 

                                      9
<PAGE>

its online learning business model. Asymetrix's limited operating history 
under this business model, and the emerging nature of the market for online 
enterprise learning among other factors, make prediction of Asymetrix's 
future operating results difficult. Although Asymetrix has experienced 
revenue growth in certain recent periods there can be no assurance that such 
growth rates are sustainable or indicative of actual growth rates that 
Asymetrix may experience and, therefore, they should not be considered 
indicative of future operating results. In addition, Asymetrix intends to 
continue to invest in various aspects of its online learning business. As a 
result, Asymetrix expects to continue to incur operating losses at least 
through 1999. There can be no assurance that Asymetrix will achieve 
profitability or, if profitability is achieved, that it will be sustained.

RESULTS OF OPERATIONS

         The following table presents Asymetrix's results of operations as a 
percentage of total revenue for the periods indicated.

<TABLE>
<CAPTION>
                                                      Three Months
                                                     Ended March 31,
                                            --------------------------------- 
                                                1999                1998
                                            -------------       ------------- 
                                                 %                   %
                                            -------------       ------------- 
<S>                                         <C>                 <C>
Revenue:
 Product revenue:
   Online learning products                          36.7                28.1
   Other products                                     5.6                18.8
                                            -------------       ------------- 
        Total product revenue                        42.3                46.9
 Services revenue                                    57.7                53.1
                                            -------------       ------------- 
        Total revenue                                 100                 100

Cost of revenue:
 Product revenue:
   Online learning products                           2.4                 2.5
   Other products                                     1.8                 3.6
                                            -------------       ------------- 
        Total cost of product revenue                 4.2                 6.1
 Services revenue                                    43.9                34.8
                                            -------------       ------------- 
        Total cost of revenue                        48.1                40.9
                                            -------------       ------------- 

Gross margin                                         51.9                51.9

Operating expenses:
 Research and development                            20.3                18.5
 Sales and marketing                                 47.3                42.8
 General and administrative                          16.8                18.3
 Amortization of goodwill                             2.9                 2.3
                                            -------------       ------------- 
        Total operating expenses                     87.3                81.8
                                            -------------       ------------- 
Loss from operations                                (35.5)              (22.7)
Other income(loss), net                               3.2                26.2
                                            -------------       ------------- 
Net loss                                            (32.2)                3.5
                                            -------------       ------------- 
                                            -------------       ------------- 
</TABLE>

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

         REVENUE.   Total revenue decreased 9% from $8.2 million in the three 
months ended March 31, 1998 to $7.5 million in the three months ended March 
31, 1999.

         Online learning product revenue increased 19% from $2.3 million in 
the three months ended March 31, 1998 to $2.7 million in the three months 
ended March 31, 1999. The increase in online learning product revenue was due 
primarily to increased demand for Asymetrix's online learning products as a 
result of Asymetrix's focus on the online learning market. Other product 
revenue decreased 73% from $1.5 million in the three months ended March 31, 
1998 to $418,000 in the three months ended March 31, 1999. Other product 
revenue consists of revenue from Asymetrix's products which are not targeted 
at the online learning market. Total product revenue decreased 18% from $3.8 
million in the three months ended March 31, 1998 to $3.2 million in the three 
months ended March 31, 1999, reflecting the decrease in other product 
revenue. As a result of Asymetrix's strategy to focus on 


                                      10
<PAGE>

the online learning market, Asymetrix anticipates that future growth in 
product sales, if any, will be attributable to its online learning products 
and that its other product revenue will continue to decrease in the future.

         Services revenue was $4.4 million in the three months ended March 31, 
1998 and $4.3 million in the three months ended March 31, 1999.

         COST OF REVENUE.  Cost of product revenue includes costs of media, 
manuals and distribution costs. Gross margin from Asymetrix's online learning 
products is generally higher than that of its other products because these 
products are typically sold by Asymetrix's direct sales force, as compared 
with other products sold through indirect channels, such as OEMs and 
resellers. Cost of services revenue consists primarily of personnel-related 
costs in providing consulting, maintenance and training to customers. Gross 
margin on product revenue is higher than gross margin on services revenue, 
reflecting the lower materials, packaging and other costs of software 
compared with the relatively high personnel costs associated with providing 
professional services.

         Total cost of revenue increased 7.2% from $3.4 million in the three 
months ended March 31, 1998 to $3.6 million in the three months ended March 
31, 1999, reflecting the increase of services revenue relative to product 
revenue as a percentage of total revenue.

         Cost of online learning products revenue decreased 14.8% from 
$209,000 in the three months ended March 31, 1998 to $178,000 in the three 
months ended March 31, 1999. The decrease was due primarily to lower per unit 
costs. Cost of other products revenue decreased 52.9% from $289,000 in the 
three months ended March 31, 1998 to $136,000 in the three months ended March 
31, 1999. The decline was due to decreased sales of Asymetrix's other 
products. Total cost of product revenue decreased 36.9% from $498,000 in the 
three months ended March 31, 1998 to $314,000 in the three months ended March 
31, 1999.

         Online learning products gross margin increased from 90.9% in the 
three months ended March 31, 1998 to 93.5% in the three months ended March 
31, 1999. Other products gross margin decreased from 81.2% in the three 
months ended March 31, 1998 to 67.2% in the three months ended March 31, 
1999. Total product gross margin increased from 87% in the three months ended 
March 31, 1998 to 90% in the three months ended March 31, 1999.

         Cost of services revenue increased 14.9% from $2.9 million in the 
three months ended March 31, 1998 to $3.3 million in the three months ended 
March 31, 1999. The increase was due primarily to increased personnel due to 
over capacity.

         Services gross margin decreased from 34.5% in the three months ended 
March 31, 1998 to 23.9% in the three months ended March 31, 1999. Asymetrix 
anticipates that cost of services revenue will increase in absolute dollars 
as it adds additional professional services personnel. To the extent services 
revenue increases relative to product sales revenue as a percentage of total 
revenue, overall gross margins would decline.

OPERATING EXPENSES

         RESEARCH AND DEVELOPMENT.  Research and development expenses include 
expenses associated with the development of new products and new product 
versions and consist primarily of salaries, depreciation of development 
equipment, supplies and overhead allocations. Research and development 
expenses were $1.5 million in the three months ended March 31, 1998 and the 
three months ended March 31, 1999. Research and development expenses as a 
percentage of total revenue increased from 18.5% in the three months ended 
March 31, 1998 to 20.3% in the three months ended March 31, 1999. Asymetrix 
expects research and development expenses to increase in absolute dollars in 
the future.

         SALES AND MARKETING.  Sales and marketing expenses consist primarily 
of sales and marketing personnel costs, including sales commissions, travel, 
advertising, public relations, seminars, trade shows and other marketing 
literature and overhead allocations. Sales and marketing expenses were $3.5 
million in the three months ended March 31, 1998 and the three months ended 
March 31,1999. Sales and marketing expenses as a percentage of total revenue 
increased from 42.8% in the three months ended March 31, 1998 to 47.3% in the 
three months ended March 31, 1999. Asymetrix expects that sales and marketing 
expenses will increase in absolute dollars in the future as Asymetrix 
continues to increase its sales and marketing efforts in the online learning 
market.


                                      11
<PAGE>

         GENERAL AND ADMINISTRATIVE.  General and administrative expenses 
consist primarily of salaries and other personnel-related expenses for 
Asymetrix's administrative, executive and finance personnel as well as 
outside legal and audit costs. General and administrative expenses decreased 
16.3% from $1.5 million for the three months ended March 31, 1998 to $1.3 
million for the three months ended March 31, 1999. In the three months ended 
March 31, 1998 there was a $135,000 charge relating to the cashless exercise 
of stock options by employees of Asymetrix who transferred to Infomodelers. 
General and administrative expenses as a percentage of total revenue 
decreased from 18.3% to 16.8% in the three months ended March 31, 1999 
compared to three months ended March 31, 1998. Asymetrix expects that general 
and administrative expenses will increase in absolute dollars in the future 
as Asymetrix incurs additional costs (including directors' and officers' 
liability insurance, investor relations programs and increased professional 
fees) related to being a public company.

AMORTIZATION OF GOODWILL

         Amortization of goodwill expense relates to the amortization of 
excess purchase price over net assets from acquired companies recorded under 
the purchase method of accounting. For the three months ended March 31, 1998, 
Asymetrix recognized $185,000 amortization of goodwill and for the three 
months ended March 31, 1999, recognized $219,000 amortization of goodwill.

OTHER INCOME (EXPENSE)

         Asymetrix recorded no other expense in the three months ended March 
31, 1998 and 1999. Other interest income, net was $0 in the three months ended 
March 31, 1998 and $230,000 in the three months ended March 31, 1999. The 
increase was due to interest earned on Asymetrix's higher cash and cash 
equivalents balance as a result of its initial public offering. Equity in 
income (losses) from Infomodelers was $2.2 million in the three months ended 
March 31, 1998, representing Asymetrix's equity in the net income (losses) 
from Infomodelers in such periods, and $0 in the three months ended March 31, 
1999. Equity in income (losses) from Infomodelers in 1998 resulted from the 
sale by Infomodelers of substantially all of its assets to Visio Corporation. 
Because Asymetrix sold substantially all of its interest in Infomodelers in 
March 1998, Asymetrix does not anticipate that it will record equity in income 
(losses) from Infomodelers in future periods.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 1999, Asymetrix had cash and cash equivalents totaling 
$18.9 million, a decrease of $2.9 million from December 31, 1998. The 
decrease in cash and cash equivalents was due primarily to $2.2 million used 
in operating activities and $691,000 used in investing activities. At March 
31, 1999, the principal source of liquidity for Asymetrix was $22.4 million 
in working capital.

         Asymetrix anticipates that its cash and cash equivalents will be 
sufficient to meet its working capital needs and capital expenditures for at 
least the next 12 months. Asymetrix's long-term liquidity will be affected by 
numerous factors, including acquisitions of businesses or technologies, 
demand for Asymetrix's online learning products and services, the extent to 
which such online learning products and services achieve market acceptance, 
the timing of and extent to which Asymetrix invests in new technology, the 
expenses of sales and marketing and new product development, the extent to 
which competitors are successful in developing their own products and 
services and increasing their own market share, the level and timing of 
revenues, and other factors. In addition, Asymetrix from time to time 
evaluates potential acquisitions of businesses, products or technologies that 
complement Asymetrix's business. To the extent that resources are 
insufficient to fund Asymetrix's activities, Asymetrix may need to raise 
additional funds. There can be no assurance that such additional funding, if 
needed, will be available on terms attractive to Asymetrix, or at all. If 
adequate funds are not available on acceptable terms, Asymetrix may be unable 
to expand its business, develop or enhance its products and services, take 
advantage of future opportunities or respond to competitive pressures, any of 
which could have a material adverse effect on Asymetrix's business, operating 
results and financial condition.

YEAR 2000 COMPLIANCE

         Many currently installed computer systems and software products are 
coded to accept only two digit entries in the date code field and cannot 
distinguish 21st century dates from 20th century dates. These date code 


                                      12
<PAGE>

fields will need to distinguish 21st century dates from 20th century dates 
and, as a result, many companies' software and computer systems may need to 
be upgraded or replaced in order to comply with such "year 2000" requirements.

         Asymetrix has designed and tested the most current versions of its 
products to be year 2000 compliant. However, some of Asymetrix's customers 
may be using older versions of its products that are not year 2000 compliant. 
Asymetrix has been encouraging its customers to upgrade to current product 
versions, and Asymetrix has been required by certain customers to warrant 
that the current versions of its products and custom development applications 
are year 2000 compliant. Although Asymetrix believes the current versions of 
its products are year 2000 compliant, the current product versions may 
contain undetected errors or defects associated with year 2000 date 
functions. These undetected date functions may result in material costs to 
Asymetrix, as well as claims against Asymetrix for breach of its warranties 
of year 2000 compliance. Furthermore, although Asymetrix has not made any 
express representations or warranties with respect to year 2000 compliance of 
older versions of its products and has included clauses disclaiming any 
implied warranties and limiting its liability for product defects in the 
agreements under which those older versions were licensed to customers, 
Asymetrix may still face claims or litigation based on older versions of its 
products. Asymetrix is aware of a growing number of lawsuits against other 
software vendors related to year 2000 compliance, including lawsuits based on 
those companies charging their customers for new versions of their products 
that are year 2000 compliant rather than providing such versions for free. 
Because of the unprecedented nature of such litigation, Asymetrix is 
uncertain of the extent to which it may be affected. If Asymetrix is affected 
by such litigation, it could have a material adverse effect on Asymetrix's 
business, operating results and financial condition. Asymetrix is not 
currently a party to any such litigation.

         With respect to Asymetrix's internal information technology systems, 
Asymetrix's year 2000 internal readiness program primarily covers the 
following activities: (1) taking inventory of hardware and software systems, 
(2) determining those systems' level of year 2000 compliance, (3) assessing 
the business and customer satisfaction risks associated with those systems, 
(4) creating action plans to address known risks, (5) executing and 
monitoring its action plans, and (6) contingency planning.

         At this time Asymetrix has substantially completed its review of its 
most mission critical information technology systems including finance, order 
processing, customer service, project management, and sales management, and 
believes that those systems are substantially year 2000 compliant. Asymetrix 
is currently reviewing and addressing year 2000 issues in its second tier 
information technology systems, including its network servers, network 
software and widely used software applications. Asymetrix expects that it 
will substantially complete its year 2000 readiness preparations with respect 
to its second tier systems and network hardware and software systems by third 
quarter 1999. Asymetrix expects to continue implementation and testing of 
year 2000 compliance activities throughout calendar 1999. Asymetrix has no 
current plans to perform an assessment of imbedded technology outside of its 
information technology systems, and believes that the failure of any such 
imbedded technology to be year 2000 compliant will not have a material effect 
on Asymetrix's business. Asymetrix has no current plan to retain any outside 
consultants to assist in its year 2000 compliance activities.

         Asymetrix has not sent detailed questionnaires to vendors and service 
providers to certify year 2000 readiness, but Asymetrix has obtained or 
relied upon published assurances of year 2000 compliance in relation to 
purchases of new information technology systems and Asymetrix has conducted 
and is continuing to conduct its own internal year 2000 analysis. While 
Asymetrix has no plans to broadly survey its vendors and service providers 
for year 2000 compliance, Asymetrix does intend to obtain and review the year 
2000 readiness statements of its significant vendors who are required to file 
proxy statements and annual and quarterly reports with the SEC in order to 
help determine their level of year 2000 compliance. Asymetrix does not rely 
on products and services provided by any single vendor in the conduct of its 
business, and believes that even if the ability of one of its suppliers to 
provide goods or services was negatively impacted by a year 2000 problem, 
alternative sources would be available to supply such goods and services on 
commercially reasonable terms.

         Asymetrix has not sent and does not currently plan to send 
questionnaires to its customers to independently verify its customers' level 
of year 2000 compliance. However, most of Asymetrix's significant customers 
are large business enterprises and government agencies which Asymetrix 
believes are devoting significant resources to ensuring their own internal 
year 2000 compliance. Most of Asymetrix's significant customers are also 
required to file proxy statements and annual and quarterly reports with the 
SEC disclosing their 


                                      13
<PAGE>

own year 2000 readiness, and Asymetrix intends to obtain and review such 
disclosure for its significant customers to help determine their level of 
year 2000 compliance. Moreover, Asymetrix has received and responded to a 
large number of detailed year 2000 questionnaires from its customers as a 
part of their own year 2000 compliance programs. Asymetrix believes that its 
customers' or potential customers' year 2000 compliance efforts have affected 
their purchasing patterns as these companies or agencies expend significant 
resources and focus personnel on ensuring their own internal year 2000 
compliance. Devoting resources and personnel to year 2000 compliance may 
result in reduced funds available to purchase other products or services and 
may delay the implementation of new information technology systems such as 
those offered by Asymetrix, either of which could have a material adverse 
effect on Asymetrix's business, operating results and financial condition.

         Asymetrix estimates that the total cost of evaluating and addressing 
its year 2000 issues will be approximately $100,000. Asymetrix has spent 
$9,500 in the three months ending March 31, 1999 and to date, $47,500 in 
connection with evaluating and addressing year 2000 issues. Such expenditures 
represented 6% of Asymetrix's total information technology budget. All funds 
used for evaluating and addressing year 2000 issues are from Asymetrix's 
information technology budget and no additional budget dollars were allocated 
specifically to address year 2000 compliance. As a result, resources devoted 
to year 2000 compliance are not available for other information technology 
systems or projects.

         Although Asymetrix does not believe that it will incur any material 
costs or experience material disruptions in its business associated with 
preparing its internal systems for the year 2000, Asymetrix may experience 
serious unanticipated negative consequences and material costs caused by 
undetected errors or defects in the technology used in its internal systems, 
which are composed of third party software, third party hardware and 
internally developed software, or in the internal systems of its vendors or 
customers. The most reasonably likely worst case scenarios would include: (1) 
loss or corruption of data contained in Asymetrix's internal information 
systems, (2) hardware failure, (3) the failure of infrastructure services 
provided by government agencies and other third parties (e.g., electricity, 
phone service, water transport, internet services, etc.); and (4) the failure 
of the internal systems of Asymetrix's vendors or customers, resulting in 
problems with providing services or making payments to Asymetrix. Asymetrix 
is in the early phases of contingency planning at this time and expects to 
undertake more in depth contingency planning following the completion of its 
analysis and correction of its internal year 2000 issues. Asymetrix expects 
its contingency plans to include, among other things, manual work-arounds for 
software and hardware failures, as well as substitution of systems or 
vendors, if necessary.

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS

         LIMITED OPERATING HISTORY IN ONLINE LEARNING MARKET.  Asymetrix was 
incorporated in December 1984. Until early 1995, Asymetrix was engaged in 
various technology and development activities and in the development and 
marketing of multimedia authoring products, database and Internet tools, 
World Wide Web publishing products and other ancillary products, most of 
which are not included as part of Asymetrix's online enterprise learning 
solution. Starting in 1995, Asymetrix recapitalized and redirected its focus 
to the development and marketing of authoring products and a learning 
management system designed to capitalize on the advantages of the Internet as 
a means of delivering technology-based training applications. Since 1995, 
Asymetrix has also introduced a variety of professional services. 
Accordingly, Asymetrix has only a limited operating history upon which to 
base an evaluation of its current business and prospects. Asymetrix's 
prospects must be considered in light of the risks and uncertainties 
encountered by companies in the early stage of development, particularly 
companies in new and rapidly evolving markets such as online enterprise 
learning and by companies engaged in a business transition from developing 
and marketing software products to offering an integrated product and 
services solution. Such risks include, but are not limited to the demand for 
technology-based training and online enterprise learning applications; the 
management of both internal and acquisition-based growth; demand for 
Asymetrix's products and services; the ability of Asymetrix to meet the needs 
of sophisticated corporate customers; and competition. To address these 
risks, Asymetrix must, among other things, successfully introduce new 
products and services; achieve commercial acceptance of its new products and 
services; continue to expand its professional services business; successfully 
identify, acquire and integrate acquired businesses; respond to competitive 
developments; attract, integrate, retain and motivate qualified personnel; 
and address new or evolving technologies and standards. Asymetrix may not be 
successful in addressing such risks and the failure to do so could have a 
material adverse effect on Asymetrix's business, operating results and 
financial condition.


                                      14
<PAGE>

         FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.  Asymetrix's quarterly 
operating results have varied significantly in the past and are expected to 
fluctuate significantly in the future as a result of a variety of factors, 
many of which are outside Asymetrix's control. Factors that may adversely 
affect Asymetrix's quarterly operating results include the demand for 
technology-based training in general and demand for online enterprise 
learning solutions in particular; the size and timing of product orders and 
the timing and execution of professional services engagements; the mix of 
revenue from products and services; the mix of products sold; the inability 
of Asymetrix to meet its own or client project milestones or to meet client 
expectations; the effect of year 2000 issues on the purchasing decisions of 
customers and potential customers; market acceptance of Asymetrix's or 
competitors' products and services; the ability of Asymetrix to develop and 
market new or enhanced products and services in a timely manner and market 
acceptance of such products and services; the timing of revenue recognition; 
charges related to acquisitions; competitive conditions; technological 
changes; personnel changes; general economic conditions; and economic 
conditions specific to the technology-based training and online learning 
markets. With its emphasis on providing an online enterprise learning 
solution, Asymetrix is targeting its selling and marketing efforts towards 
customers with the potential need for enterprise-wide solutions. Because the 
implementation of its solutions may require an enterprise-wide decision by 
prospective customers, Asymetrix may be required to provide a significant 
level of education to prospective customers regarding Asymetrix's solutions 
before a sale is completed. Therefore, Asymetrix believes that the period 
between initial contact and the sale of Asymetrix's solutions could be 
lengthy, and the implementation cycle could lengthen because of increases in 
the size and complexity of customer implementations. Uncertainty of timing 
with respect to sales or implementations could have a material adverse effect 
on Asymetrix's business and operations and cause Asymetrix's operating 
results to vary significantly from quarter to quarter. Therefore, Asymetrix's 
operating results for any particular quarterly period may not be indicative 
of future operating results.

         MANAGEMENT OF GROWTH; DEPENDENCE ON KEY PERSONNEL.  Asymetrix's 
future success will be highly dependent on the performance of its senior 
management team and other key employees and on Asymetrix's ability to 
attract, integrate, motivate and retain additional highly skilled technical, 
sales and marketing and professional services personnel. There is intense 
competition for such personnel in the areas of Asymetrix's activities. 
Asymetrix does not have employment agreements with most of its executives or 
other key employees. In addition, Asymetrix does not maintain key person life 
insurance for any of its officers or key employees. The loss of the services 
of any of Asymetrix's senior management team or other key employees or the 
failure of Asymetrix to attract, integrate, motivate and retain additional 
key employees, including professional services personnel, could have a 
material adverse effect on Asymetrix's business, operating results and 
financial condition.

         CUSTOMER REQUIREMENTS; FIXED PRICE ENGAGEMENTS.  The online learning 
market is a developing market characterized by complex and varied customer 
expectations and requirements, a lack of technical standards and frequent 
introductions and announcements of new products and services. Because 
Asymetrix's online learning solution is targeted at customers with 
enterprise-wide deployments in an emerging market, customers and potential 
customers may have a greater sensitivity to product integration, 
interoperability and defects than customers in the market for software 
products generally. In addition, these customers may have evolving and 
rapidly changing requirements for their online enterprise learning needs, 
which Asymetrix must address satisfactorily. Many of Asymetrix's professional 
services engagements require Asymetrix to develop learning applications to 
suit unique customer requirements. Asymetrix's failure or inability to meet a 
customer's expectations or requirements in the performance of its services 
could potentially damage Asymetrix's reputation or result in a claim for 
substantial damages against Asymetrix, regardless of Asymetrix's 
responsibility for such failure. In addition, most such professional services 
engagements that are billed on a fixed-price basis. Asymetrix's failure to 
estimate accurately the resources and time required for an engagement, to 
manage client expectations effectively regarding the scope of services to be 
delivered for the estimated fees or to complete fixed-price engagements 
within budget, on time and to clients' satisfaction would expose Asymetrix to 
risks associated with cost overruns and may expose Asymetrix, in certain 
cases, to penalties, any of which could have a material adverse effect on 
Asymetrix's business, operating results and financial condition.

         DEVELOPING MARKET.  The market for online enterprise learning is a 
new and emerging market. Although technology-based training applications have 
been available for several years, they currently account for only a small 
portion of the overall training market. The failure of technology-based 
training, and online learning in particular, to gain wide market acceptance 
within the time frame anticipated by Asymetrix could have a material adverse 
effect on Asymetrix's business, operating results and financial condition. 
Asymetrix's success depends on the continued adoption of the Internet and 
intranets as means of communication, particularly for corporate training 


                                      15
<PAGE>

and education. Even if the Internet and intranets are widely adopted, the 
adoption of these networks for corporate training and education, particularly 
by companies that have relied on traditional means of training their 
personnel, will require broad acceptance of new training methods. In 
addition, companies that have already invested substantial resources in other 
methods of corporate training and education may be reluctant to adopt a new 
strategy that may limit or compete with their existing investments.

         COMPETITION.  The online learning market is highly fragmented and 
competitive, rapidly evolving and subject to rapid technological change, with 
no single competitor accounting for a dominant market share. Because of the 
lack of significant barriers to entry in its market, Asymetrix expects that a 
number of new competitors will enter this market in the future, and a number 
of large companies have announced an intention to enter the market for online 
learning and technology-based training. Increased competition could result in 
pricing pressures, reduced margins or the failure of Asymetrix's products and 
services to achieve or maintain market acceptance, any of which could have a 
material adverse effect on Asymetrix's business, operating results and 
financial condition. Furthermore, several of Asymetrix's current and 
potential competitors have longer operating histories and significantly 
greater financial, technical, marketing and other resources than Asymetrix 
and therefore may be able to respond more quickly than Asymetrix to new or 
changing opportunities, technologies, standards and customer requirements. As 
a result of the foregoing and other factors, there can be no assurance that 
Asymetrix will compete effectively with current or future competitors or that 
competitive pressures faced by Asymetrix will not have a material adverse 
effect on Asymetrix's business, operating results and financial condition.

         GENERAL ECONOMIC CONDITIONS.  Asymetrix's revenue is subject to 
fluctuation as a result of general economic conditions. A significant portion 
of Asymetrix's revenue is derived from the sale of products and services to 
Fortune 1000 companies, educational organizations and government agencies, 
which historically have adjusted their expenditures for education and 
training during economic downturns. Should the economy weaken in any future 
period, these organizations may not increase or may reduce their expenditures 
on education and training generally, and on technology-based training and 
online learning in particular, which could have an adverse effect on 
Asymetrix's business, operating results and financial condition.

         VOLATILITY OF STOCK PRICE.  The stock market from time to time has 
experienced significant price and volume fluctuations. In addition, the 
market price of Asymetrix common stock has been highly volatile since the 
initial public offering. Factors such as fluctuations in Asymetrix's 
operating results, announcements of technological innovations or new products 
by Asymetrix or its competitors, analysts' reports and projections and 
general market conditions may have a significant effect on the market price 
of Asymetrix's common stock. In the past, following periods of volatility in 
the market price of a company's securities, securities class action 
litigation has often been instituted against such a company. The institution 
of such litigation against Asymetrix could result in substantial costs and a 
diversion of management's attention and resources, which could have a 
material adverse effect on Asymetrix's business, operating results and 
financial condition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Asymetrix holds its assets primarily in cash and cash equivalents,
such as short-term marketable debt securities, money market funds and other cash
equivalents. Asymetrix minimizes its risk by investing in financial instruments
with a maturity of three months or less. Asymetrix does not use derivative
financial instruments.


                                      16
<PAGE>

PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Not applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         In connection with Asymetrix's initial public offering, it 
registered for public sale 3,000,000 shares of common stock, all of which 
were sold by Asymetrix. The Registration Statement on Form S-1 (Registration 
No. 333-49037), as amended, was declared effective by the Securities and 
Exchange Commission on June 11, 1998. NationsBanc Montgomery Securities LLC 
was the managing underwriter of the IPO. The IPO commenced on June 12, 1998, 
and terminated following the sale of all of the securities registered under 
the Registration Statement, plus an additional 25,000 shares pursuant to the 
exercise of the underwriters' over-allotment option. The common stock was 
offered and sold to the public at $11.00 per share, for aggregate 
consideration of $33,275,000, of which Asymetrix received net proceeds of 
$29,331,000.

         From the effective date of the Registration Statement through March 
31, 1999, Asymetrix has incurred an estimated $3,944,000 in expenses in 
connection with the issuance and distribution of the common stock, including 
underwriting discounts and commissions of $2,329,250 and other expenses of 
$1,614,750. No finders' fees or expenses were paid to or for the 
underwriters. None of these payments were made, directly or indirectly, to: 
(1) directors or officers of Asymetrix, or their associates; (2) persons 
owning ten percent or more of any class of equity securities of Asymetrix; or 
(3) affiliates of Asymetrix.

         From the effective date of the Registration Statement through March 
31, 1999, Asymetrix has applied approximately $10.4 million of the offering 
proceeds to working capital requirements. None of these payments were made, 
directly or indirectly, to: (1) directors or officers of Asymetrix, or their 
associates; (2) persons owning ten percent or more of any class of equity 
securities of Asymetrix; or (3) affiliates of Asymetrix. To date, Asymetrix 
believes that it has used the offering proceeds in a manner consistent with 
the use of proceeds described in the Registration Statement. The remaining 
$18.9 million of the offering proceeds is invested in short-term marketable 
debt securities, money market funds and other cash equivalents.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION.

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)  Exhibits.

              Financial Data Schedule

         (b)  Reports on Form 8-K.

              No reports on Form 8-K were filed during the three months ended 
              March 31, 1999.


                                      17
<PAGE>

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.

                          ASYMETRIX LEARNING SYSTEMS, INC.

  May 17, 1999                             /s/ John D. Atherly
----------------          ------------------------------------------------------
      Date                                   John D. Atherly
                                Vice President, Finance and Administration
                                       and Chief Financial Officer
                          (Duly Authorized Officer and Chief Accounting Officer)



                                      18
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<S>      <C>
27       Financial Data Schedule
</TABLE>



                                      19