##### Table of Contents



Form
10-K


| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | United States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Securities and Exchange
    Commission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Washington, D.C. 20549                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | Form 10-K for Annual and
    Transition Reports Pursuant to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Section 13 or 15(d) of the
    Securities Exchange Act of 1934                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | þAnnual
    report pursuant to section 13 or 15(d) of the Securities
    Exchange Act of 1934                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | For the fiscal year ended December 31, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | oTransition
    report pursuant to section 13 or 15(d) of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Securities Exchange Act of
    1934                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | For the transition period
    from  to  .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Commission file number
    000-26521                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ASK JEEVES LOGO)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | Exact name of registrant as specified in its
    charter: Ask Jeeves,
    Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | State or Other Jurisdiction of
    Incorporation: Delaware                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Address of principal executive offices:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 555 12th Street, Suite 500                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Oakland, CA 94607                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | I.R.S. Employer Identification
    Number: 94-3334199                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | Telephone number: (510) 985-7400                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Securities registered pursuant to Section 12(b) of the Act:
    None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | Securities registered pursuant to Section 12(g) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Common Stock, $0.001 par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Preferred Stock Purchase Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 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
    þ No
    o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Indicate by check mark if disclosure of delinquent filers
    pursuant to Item 405 of Regulation S-K is not
    contained herein, and will not be contained, to the best of
    registrants knowledge, in definitive proxy or information
    statements incorporated by reference in Part III of this
    Form 10-K or any amendment to this Form 10-K.
    o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Indicate by check mark whether the registrant is an accelerated
    filer (as defined in Exchange Act Rule 12b-2). Yes
    þ No
    o                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | On March 14, 2005, Ask Jeeves had 58,970,449 shares of
    Common Stock outstanding (excluding treasury shares) and the
    aggregate market value of its stock held by non-affiliates was
    approximately $1.0 billion (based on 43,198,522 shares
    of Common Stock held by non-affiliates and a closing price of
    $23.93 per share of Common Stock on the Nasdaq National
    Market). On June 30, 2004, which was the final business day
    of Ask Jeeves most recently completed second fiscal
    quarter, Ask Jeeves had 57,475,881 shares of Common Stock
    outstanding and the market value of its stock held by
    non-affiliates was approximately $1.8 billion (based on
    45,787,721 shares of Common Stock then held by
    non-affiliates and a closing price that day of $39.03 per
    share of Common Stock on the Nasdaq National Market). These
    market value calculations exclude shares held on the stated
    dates by Ask Jeeves officers, directors and known 5% or
    greater stockholders based on Schedule 13G filing data.
    (Exclusion from these market value calculations does not imply
    affiliate status for any other purpose.)



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | DOCUMENTS INCORPORATED BY
    REFERENCE                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
|
| | Portions of Ask Jeeves definitive Proxy Statement to be
    filed with the Securities and Exchange Commission (the
    Commission) pursuant to Regulation 14A in
    connection with the 2005 Annual Meeting of Stockholders are
    incorporated by reference into Part III of this report.
    Certain exhibits previously filed by Ask Jeeves with the
    Commission are incorporated by reference into Part IV of
    this report, as listed in the Exhibit Index.
|
|
| | The Exhibit Index begins on page 103 of this Annual
    Report.                                                                                                                                                                                                                                                                                                                                                                                                           



---












| |                      
| | ---------------------
| | Table
    of Contents

|                                                                                                                                 |  |  |     | 
|-------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | 
|PART I                                                                                                                           |  |  |     | 
|                                                                                                                                
|Item 1.   Business                                                                                                               |  |  | 5   | 
|Item 2.   Properties                                                                                                             |  |  | 19  | 
|Item 3.   Legal
    Proceedings                                                                                                  |  |  | 19  | 
|Item 4.   Submission of
    Matters to a Vote of Securityholders                                                                 |  |  | 19  | 
|PART II                                                                                                                          |  |  |     | 
|                                                                                                                                
|Item 5.   Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Repurchases of Equity Securities |  |  | 20  | 
|Item 6.   Selected
    Consolidated Financial Data                                                                               |  |  | 21  | 
|Item 7.   Managements
    Discussion and Analysis of Financial Condition and
    Results of Operations                          |  |  | 21  | 
|Item 7A. Quantitative and
    Qualitative Disclosures about Market Risk                                                          |  |  | 61  | 
|Item 8.   Financial
    Statements and Supplementary Data                                                                        |  |  | 62  | 
|Item 9.   Changes in
    and Disagreements with Accountants on Accounting and Financial
    Disclosure                           |  |  | 96  | 
|Item 9A. Controls and
    Procedures                                                                                             |  |  | 96  | 
|Item 9B. Other Information                                                                                                       |  |  | 98  | 
|PART III                                                                                                                         |  |  |     | 
|                                                                                                                                
|Item 10.  Directors and
    Executive Officers of the Registrant                                                                 |  |  | 99  | 
|Item 11.  Executive
    Compensation                                                                                             |  |  | 99  | 
|Item 12.  Security Ownership
    of Certain Beneficial Owners and Management                                                     |  |  | 99  | 
|Item 13.  Certain
    Relationships and Related Transactions                                                                     |  |  | 99  | 
|Item 14.  Principal
    Accounting Fees and Services                                                                             |  |  | 99  | 
|PART IV                                                                                                                          |  |  |     | 
|                                                                                                                                
|Item 15.  Exhibits and
    Financial Statement Schedules                                                                         |  |  | 100 | 
|Signatures and Powers of Attorney                                                                                                |  |  | 101 | 
|Exhibit Index                                                                                                                    |  |  | 103 | 
|                                                                                                                                
|EXHIBIT 10.1.2.3                                                                                                                
|Exhibit 10.2.11                                                                                                                 
|Exhibit 10.2.12                                                                                                                 
|Exhibit 10.2.13                                                                                                                 
|Exhibit 10.8.1.4                                                                                                                
|EXHIBIT 10.8.2.3                                                                                                                
|EXHIBIT 10.8.3.4                                                                                                                
|EXHIBIT 21.1                                                                                                                    
|EXHIBIT 23.1                                                                                                                    
|EXHIBIT 31.1                                                                                                                    
|EXHIBIT 31.2                                                                                                                    
|EXHIBIT 32.1                                                                                                                    







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PRELIMINARY NOTE REGARDING
OUR TRADEMARKS


Ask.com Teoma.com


CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS








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Part I





ITEM 1. BUSINESS





Overview


Ask.com Ask.co.uk Ask.jp Excite.com, iWon.com MyWay.com






Our Business






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Proprietary Traffic. First and foremost, we attract Web
    traffic to our own sites. We refer to users activity on
    our sites as proprietary Web traffic and the revenue
    it generates as proprietary revenue. From an
    operational perspective, we control our proprietary
    traffic because we control some of the key variables (such as
    content, services and promotion) that, in the aggregate,
    determine the rate at which new users will try our sites and the
    frequency with which they will return.                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Network Traffic. Second, we pay to reach Web traffic that
    third parties have attracted to their own sites and services.
    For example, we have contracts in place with several website
    publishers giving us the right to deliver graphic advertisements
    for display on their sites to their users. After the ad is
    displayed, we collect a fee from the advertiser and remit a
    portion of it to the website publisher, as a traffic acquisition
    cost. We have similar arrangements in place for delivery of
    search results and other items. Our network consists
    of all of the third-party websites (and other publishers) to
    whom we pay traffic acquisition fees. Our gross margins from
    monetizing network traffic tend to be lower than from
    proprietary traffic as a result of the traffic acquisition fees
    we pay to the network publishers.







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Proprietary Traffic






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Destination Search. Destination searches occur when an
    Internet user navigates to a search site, such as
    Ask.com, in order to submit his or her query on that
    particular site. To attract destination searchers to our branded
    sites we employ advertising campaigns and seek to improve the
    user experience, among other strategies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Convenience Search. Convenience searches, by contrast,
    occur when queries are submitted using any search box that
    happens to be easily available to the user. For example, when a
    search topic occurs to a user who previously downloaded our
    Smiley Central application (which comes with its own toolbar),
    he or she might take advantage of the search box conveniently
    located in that toolbar, rather than taking the time to click
    over to a destination search site. Convenience searchers might
    not know or care which search engine brand they are utilizing;
    their choice of search provider is often determined by search
    box proximity. We attract convenience searches through the
    search boxes displayed on our portals, toolbars and other
    downloadable applications.











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| |   |                                                                           
| | - | --------------------------------------------------------------------------
| |  | Ask Jeeves brand search sites;                                            
|
| |  | other destination search sites (Teoma.com, Bloglines.com,
    AJKids.com);
|
| |  | search toolbars (MyWebSearch and MySearch);                               
|
| |  | desktop applications (our Fun Web Products); and                          
|
| |  | our portals (iWon.com, Excite.comand MyWay.com).                          

Ask Jeeves Brand Sites


Ask.com Ask.co.uk Ask.jp




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Advanced Results Ranking. All major search engines rank a
    relevant page based on how many other sites link to it. Our
    Teoma technology goes one step further. In the Teoma results
    list, a sites rank is based on whether other sites linking
    to it are themselves respected within the pertinent
    subject-matter community on the Web. For example, Teoma would
    rank a baseball site higher if it receives links from other Web
    sites specifically geared toward baseball fans, placing less
    emphasis on links from general sports or portal sites.
    Teomas approach is analogous to seeking the best answer by
    asking experts within a specific subject community about which
    site they believe is the best resource for that subject. In this
    way, Teoma seeks to rank the most authoritative pages first.
    (See Technology, below, for a more detailed
    explanation of our search algorithm.)
|
| |  | Related Topics. Teomas ability to perceive clusters
    of related sites on the Web also enables it to present users
    with a list of Related Topic suggestions. For example, if a user
    searches on Soprano, Teoma presents Related Topic
    links for Soprano Singers and Sopranos
    TV Show. Clicking any Related Topic link narrows the
    results list to sites on that topic.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Natural Language Processing. Our natural language
    processing technology enables Teoma to accept and process
    queries written in natural language, as well as keyword searches.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Binoculars. Many of our Teoma results links are presented
    with a small binoculars logo. Using this patent
    pending site-preview tool, users can view a pop-up preview of
    the underlying site to judge its usefulness, without ever
    leaving our results page. (Binoculars are not available for
    previewing paid listings.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Smart Answers. In addition to the Teoma results,
    Ask.comand Ask.co.ukalso display Smart Search
    results in response to many popular query topics. Our Smart
    Search function delivers the information the user is seeking
    right on the results page. For example, if a user enters
    Italian restaurants in Brooklyn, NY, our Smart
    Search function will display names, addresses and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | telephone numbers of local Brooklyn Italian restaurants,
    together with links to a street map showing each
    restaurants location. We believe these direct answers help
    people find information faster and thereby improve their search
    experience. Smart Search content is currently available for
    several query types, including local business listings and
    reviews, stock quotes, famous people, pictures, movies, weather,
    maps and driving directions, white pages listings, ZIP codes,
    local times, flight delays, snow conditions at ski resorts,
    definitions and wedding registries.                                                                                                                                                                                    
|
| |  | Smart Product Search. We also offer Smart Product
    Search, which enables users to easily compare product
    prices across multiple Web merchants. We generally license our
    Smart Search and Smart Product Search content from third parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | MyJeeves Personalization Tools. Both Ask.comand
    Ask.co.ukoffer a free personalization feature called
    MyJeeves (or MyAskJeeves in the U.K.) which allows users to
    collect, organize, search and share their own personal
    Web. Users collect pages by clicking a button next to each
    search result. Once results are saved, MyJeeves enables users to
    organize them into folders, print them, share them via email,
    and add notes to them. The resulting set of Web pages and notes
    is searchable within MyJeeves (separately from our overall Web
    index), allowing each user to create his or her own personal Web
    index. Registered users can access MyJeeves from any
    Internet-enabled computer and receive additional storage for
    their personal Web documents.

Other Destination Search Sites


Teoma.com,
Bloglines.com, AJKids.com MyWebSearch.com.


Search Toolbars










Desktop Applications (our Fun Web Products)








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##### Table of Contents



browsing histories). We make this
application available free of charge from several sites
(including FunWebProducts.com) and under several names
(including Smiley Central, Popular Screensavers and History
Swatter). We benefit from users subsequent use of the
search toolbar.


Portals






| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | iWon.iWon.comis an entertainment portal with a
    user loyalty program built around cash and other sweepstakes
    prizes. The more times that registered users search through the
    iWon search box (or utilize other features of the site) the more
    chances they have to win the daily $10,000 prize, an annual
    $1.0 million prize and less frequent larger prizes.                          
|
| |  | MyWay.MyWay.comis a portal that appeals to users
    wanting fast and clean content delivery. It offers users a mix
    of content modules and free email accounts, all built around a
    prominent search box. MyWay is free from banner ads, pop-up ads,
    and rich-media ads.                                                                                                                       
|
| |  | Excite.Excite.comis a content-rich portal that
    seeks to attract users by aggregating news, sports, weather and
    entertainment content and providing e-mail, stock portfolio
    tracking and other useful services. We own the U.S. rights
    to The Excite Networks portal assets; however, we do not
    own the international rights and we do not control the Excite
    search results page.



Network Revenues






| |   |                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Search Box Placement Agreements. We enter into
    agreements with third-party Web site publishers and programmers
    allowing or requiring them to add one of our search boxes to
    their





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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | Web sites or applications. These
    boxes make a site more attractive to users, generate some
    revenue for the sites publisher and are relatively simple
    for the third-party site to implement, because a user who enters
    a query is taken to a results page that we serve and control.
    The results page includes algorithmic results and
    keyword-targeted paid listings. We generally share our resulting
    ad revenue (net of amounts retained by our paid listing
    provider) with the third-party site, but occasionally we pay a
    flat fee to the third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Ask Jeeves Syndication Network. Some portals, meta-search
    providers and other third-party sites seek to incorporate our
    search results into other content on their sites. We enter into
    syndication agreements with these third-party Web site
    publishers to deliver, or syndicate, Teomas
    algorithmic search results (along with keyword-targeted paid
    listings and, in some cases, Branded Response ads) to results
    pages they control. We generally share our resulting ad revenue
    (net of amounts retained by our paid listing provider) with the
    third-party site. Depending upon the terms of the arrangement,
    we may also charge the publisher a fee for the algorithmic
    results. Members of the Ask Jeeves Syndication Network currently
    include Lycos, InfoSpace, BellSouth, Mamma.com and CNET
    Networks, among dozens of other sites.                                                                                                                                                                         
|
| |  | Toolbar Distribution Arrangements. We have distribution
    arrangements in place with several third-party application
    providers, such as Weatherbug, to bundle our MySearch toolbar
    with their popular downloadable applications. Users seeking to
    download the application receive our toolbar as well. We
    generally share the search revenue generated by toolbar usage
    (net of amounts retained by our paid listing provider) with the
    third-party application provider.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Co-Branded Portals. We operate a customized portal for
    Dell, Inc. at Dell.MyWay.comusing the content modules
    and technology we developed for our own sites. We share the ad
    revenues generated by the portal with Dell, including results
    page ad revenues generated by searches originating from the
    co-branded portal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | MaxOnline Advertising Network and AJinteractive Services.
    Our Internet advertising division, AJinteractive, offers
    advertisers the ability to run their ads across the third-party
    Web sites in our MaxOnline advertising network, among other
    services. This advertising inventory is primarily graphical,
    including banners, towers, rich media, pop-ups, pop-unders and
    other formats. The sites in MaxOnlines network are
    classified into 10 subject-groupings, called
    channelssuch as automotive, business and
    lifestyleand advertisers select one or more channels on
    which to run their ads (or they may designate specific networked
    sites on which their ads will appear). We bill the advertisers,
    take the collection risk, and pay a traffic acquisition fee to
    the third-party sites. AJinteractive also offers lead generation
    services, email promotions and other specialized services, all
    of which we classify as network activity (except when provided
    through our proprietary sites).

Sales and Marketing






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Ask Jeeves Brand Search Sites. During 2004, we marketed
    our flagship sites in the U.S. and the U.K. by emphasizing
    users ability to search with keywords or questions and by
    promoting Ask Jeeves as a good choice for everyday search engine
    needs. We spread these messages through online, print,
    out-of-home and television campaigns (with television limited to
    the U.K. in 2004) as well as through targeted marketing such as
    a Macys Thanksgiving Day Parade balloon and strategic
    public relations. These tactics, combined with positive word of
    mouth, encouraged new users to





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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | try our Ask Jeeves search sites. We plan to increase our
    marketing investment in 2005, including limited
    U.S. television campaigns starting in the first quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | iWon Portal and Fun Web Products. We promote our iWon
    entertainment portal and our Fun Web Products through
    more-or-less continuous online and email marketing campaigns
    through various media outlets. Interested users click on the ads
    and arrive at a registration page, in the case of iWon, or a
    download page, in the case of our Fun Web Products.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Online Advertising OpportunitiesAJinteractive. Our
    Internet advertising division, AJinteractive, offers a mix of
    online advertising products and related services to advertisers
    through our direct sales force. For example, AJinteractive is
    the exclusive provider of two types of keyword-targeted ads on
    our search results pagesgraphic units called Branded
    Response and text units called Premier Listings. These ads
    generally appear above the paid listings sourced from our
    third-party providers. Similarly, AJinteractives sales
    force markets advertising opportunities on our portals and
    across the MaxOnline network. They also offer lead generation
    services, sweepstakes, email list management and other
    specialized promotions and services.
|
| |  | Syndicated Search and Co-Branding Opportunities. Our
    business development staff markets our specialized syndication
    services and portal co-branding opportunities directly to
    potential network partners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

International
Operations




Europe


Ask.co.uk,


Ask.co.uk.




Asia


Ask.jp,






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Technology


Use of Algorithmic Search Engines










Our Teoma Search Technology


on the same topic.








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Ask.com


Ask.com, Ask.co.uk, Ask.jp Teoma.com.


Other Proprietary Technologies






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Natural Language Processing. Using Natural Language
    Processing, we are able to better understand the context of what
    our users are asking and return more relevant search results,
    smart answers and related topic suggestions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Ad Serving Technology. Our AdVision ad server is designed
    to serve static and rich-media advertising across our
    proprietary and network Web sites. A custom templating system
    allows for integration with the various publishing and
    advertising technologies in use by our network partners and
    customers. We expect this flexibility will enable us to provide
    quick turnaround and efficient campaign fulfillment even as the
    internet advertising marketplace continues to evolve.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Portal Technology. Our portal technologies deliver
    dynamic (changing from time to time), personalized content to a
    broad user audience. The technologies are designed to offer
    users a rich content set in numerous categories including:
    weather forecasts, television listings, movie show times,
    financial information, news from various providers and
    interactive games. A proprietary personalization server stores
    user settings to provide a custom experience throughout the
    portals. Our portals support both registered and unregistered
    users. The technology also supports communication tools like
    email, calendar and notepad. Our iWon.com portal is also
    designed to record usage points, where each click rewards the
    user with a configurable amount of entries into a
    daily/weekly/monthly/annual sweepstakes. Our Excite.comserver architecture supports personalized home pages and
    offers users a robust email platform including premium services
    for the upgraded larger web storage. Myway.comis built
    on a customizable platform that will support additional
    co-branded portals with the same look and feel, as well as
    expected amounts of customization to fit the needs of individual
    co-branding partners.







13








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Scalability and
Operations














Competition








14








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| |   |                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Google Inc.;                                                                                                                                                
|
| |  | Microsoft Corp. (operator of The Microsoft Network
    (MSN) portal and provider of MSN Search);                                                            
|
| |  | Time Warner Inc. (operator of the America Online
    (AOL) portal and parent company of Advertising.com);                                                   
|
| |  | Yahoo! Inc. (operator of the Yahoo! portal and parent company of
    Yahoo! Search Marketing Solutions (formerly known as Overture
    Services, Inc.)); and
|
| |  | other smaller companies.                                                                                                                                    





| |   |                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the relevance and authority of our search results;                                                                                                                  
|
| |  | the ease of use of our search services, the quality of our
    content, and the utility of our other online features;                                               
|
| |  | the utility of new features we introduce on our sites, such as
    Smart Answers, Binoculars and MyJeeves (and the frequency with
    which users utilize them); and
|
| |  | the speed with which we match others innovations.                                                                                                                  





Intellectual Property
Rights










15








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| |   |                                                                        
| | - | -----------------------------------------------------------------------
| |  | Ask Jeeves;                                                          
|
| |  | the Ask! button design;                                              
|
| |  | Ask.com;                                                             
|
| |  | Excite;                                                              
|
| |  | the Excite design;                                                   
|
| |  | iWon;                                                                  
|
| |  | the iWon design;                                                       
|
| |  | the Jeeves design, a stylized depiction of our
    butler logo;      
|
| |  | Maxonline                                                            
|
| |  | MySearch                                                             
|
| |  | Teoma;                                                               
|
| |  | Teoma design; and                                                    
|
| |  | Search with Authority, a phrase we use on the
    Teoma.com Web site.









16








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Regulation of the
Internet








| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The CAN-SPAM Act of 2003 and similar laws adopted by a number of
    states are intended to regulate unsolicited commercial
    electronic mail, create criminal penalties for unmarked
    sexually-oriented material and emails containing fraudulent
    headers, and control other abusive online marketing practices.                                                                                                                                                                                                                                                                           
|
| |  | The USA Patriot Act is intended to give the government greater
    ability to conduct surveillance on the Internet by allowing it
    to intercept communications regarding terrorism and computer
    fraud and abuse.                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | The Digital Millennium Copyright Act is intended to reduce the
    liability of online service providers for listing or linking to
    third-party Web sites that include materials that infringe
    copyrights or other rights of others.                                                                                                                                                                                                                                                                                                                                                          
|
| |  | The Childrens Online Privacy Protection Act and the
    Prosecutorial Remedies and Other Tools to End Exploitation of
    Children Today Act of 2003 are intended to restrict the
    distribution of certain materials deemed harmful to children and
    impose additional restrictions on the ability of online services
    to collect user information from minors. In addition, the
    Protection of Children From Sexual Predators Act of 1998
    requires online service providers to report evidence of
    violations of federal child pornography laws under certain
    circumstances.
|
| |  | Under the U.K. Data Protection Act and the implementation
    legislation of the European Union Data Protection Directive in
    other jurisdictions, a failure to ensure that all processing of
    personal information is justified and accurate or a transfer of
    personal information to a country without adequate privacy
    protections could result in criminal or civil penalties. Such
    legislation may impose significant additional costs on our
    business or subject us to additional liabilities.                                                                           
|
| |  | The European Union Directive on privacy and electronic
    communications of 2002 bans all electronic messages for direct
    marketing without prior opt-in consent from the addressee, and
    opt-out consent suffices only where certain exceptions are met.
    Failure to comply may result in substantial liability.                                                                                                                                                                                                                                                                          
|
| |  | The State of California has adopted statutes that require online
    services to report certain breaches of the security of personal
    data, and to report to California consumers when their personal
    data might be disclosed to direct marketers.                                                                                                                                                                                                                                                                                                                                            





17








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Employees






Web Site Access to Our Periodic
SEC Reports


www.ask.com.






18








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www.sec.gov


Corporate Information


http://www.Ask.com.







ITEM 2. PROPERTIES














ITEM 3. LEGAL
PROCEEDINGS












ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITYHOLDERS











19








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Part II







|        |                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR REGISTRANTS
    COMMON EQUITY, RELATED STOCKHOLDER 
     MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES




Price Range of Common
Stock




|                                       |  |      |       |  |     |   |       | 
|-------------------------------------- |  | ---- | ----- |  | --- | - | ----- | 
|                                       | 
|                                       |  | High |       |  | Low |  
|2003                                   |  |      |       |  |     |   |       | 
|First Quarter                          |  | $    | 7.48  |  |     | $ | 2.42  | 
|Second Quarter                         |  |      | 14.80 |  |     |   | 6.83  | 
|Third Quarter                          |  |      | 22.75 |  |     |   | 12.81 | 
|Fourth Quarter                         |  |      | 22.18 |  |     |   | 15.91 | 
|2004                                   |  |      |       |  |     |   |       | 
|First Quarter                          |  | $    | 36.86 |  |     | $ | 18.37 | 
|Second Quarter                         |  |      | 44.66 |  |     |   | 32.70 | 
|Third Quarter                          |  |      | 38.50 |  |     |   | 22.74 | 
|Fourth Quarter                         |  |      | 39.00 |  |     |   | 21.52 | 
|2005                                   |  |      |       |  |     |   |       | 
|First Quarter (through March 14, 2005) |  | $    | 30.88 |  |     | $ | 21.20 | 
|                                      



Recent Sales of Unregistered
Securities




Dividend Policy








20








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|        |                                         
|------- | ----------------------------------------
|ITEM 6. | SELECTED CONSOLIDATED FINANCIAL
    DATA






|                                                |  |                         |         |  |      |   |         |      |  |   |         |   |  |      |          |   |  |   |          |  
|----------------------------------------------- |  | ----------------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | -------- | - |  | - | -------- | -
|                                                |  | Year Ended December 31, |        
|(in thousands, except per share information)    |  | 2004                    |         |  | 2003 |   |         | 2002 |  |   | 2001    |   |  | 2000 |         
|                                                | 
|Consolidated Statements of
    Operations Data: |  |                         |         |  |      |   |         |      |  |   |         |   |  |      |          |   |  |   |          |  
|Revenues                                        |  | $                       | 261,327 |  |      | $ | 107,292 |      |  | $ | 65,048  |   |  | $    | 51,569   |   |  | $ | 71,799   |  
|Income (loss) from continuing operations        |  |                         | 52,445  |  |      |   | 24,785  |      |  |   | (10,856 | ) |  |      | (409,764 | ) |  |   | (166,462 | )
|Earnings per ShareBasic:                       |  |                         |         |  |      |   |         |      |  |   |         |   |  |      |          |   |  |   |          |  
|Income (loss) from continuing operations        |  | $                       | 0.97    |  |      | $ | 0.56    |      |  | $ | (0.27   | ) |  | $    | (11.06   | ) |  | $ | (4.84    | )
|Earnings per ShareDiluted:                     |  |                         |         |  |      |   |         |      |  |   |         |   |  |      |          |   |  |   |          |  
|Income (loss) from continuing operations        |  | $                       | 0.80    |  |      | $ | 0.45    |      |  | $ | (0.27   | ) |  | $    | (11.06   | ) |  | $ | (4.84    | )
|                                               
|Revenues from related parties                   |  | $                       | 2,740   |  |      | $ | 4,525   |      |  | $ | 6,189   |   |  | $    | 18,991   |   |  | $ | 12,308   |  
|                                               

|                                                 |  |              |         |  |      |   |         |      |  |   |        |  |  |      |         |  |  |   |         | 
|------------------------------------------------ |  | ------------ | ------- |  | ---- | - | ------- | ---- |  | - | ------ |  |  | ---- | ------- |  |  | - | ------- | 
|                                                 |  | December 31, |        
|(in thousands)                                   |  | 2004         |         |  | 2003 |   |         | 2002 |  |   | 2001   |  |  | 2000 |        
|                                                 | 
|Consolidated Balance Sheet
    Data:             |  |              |         |  |      |   |         |      |  |   |        |  |  |      |         |  |  |   |         | 
|Cash, cash equivalents and marketable securities |  | $            | 109,702 |  |      | $ | 180,648 |      |  | $ | 33,440 |  |  | $    | 51,796  |  |  | $ | 87,836  | 
|Restricted cash and marketable securities        |  | $            | 580     |  |      | $ | 104     |      |  | $ | 11,065 |  |  | $    | 24,806  |  |  | $ | 17,130  | 
|Total assets                                     |  | $            | 544,409 |  |      | $ | 212,255 |      |  | $ | 72,176 |  |  | $    | 111,338 |  |  | $ | 537,867 | 
|Long-term obligations                            |  | $            | 115,460 |  |      | $ | 115,000 |      |  | $ |       |  |  | $    | 573     |  |  | $ | 1,465   | 
|Total liabilities                                |  | $            | 166,273 |  |      | $ | 139,047 |      |  | $ | 42,899 |  |  | $    | 64,124  |  |  | $ | 72,099  | 
|Total stockholders equity                       |  | $            | 378,136 |  |      | $ | 73,208  |      |  | $ | 29,277 |  |  | $    | 47,214  |  |  | $ | 465,768 | 
|                                                






|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND
    ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS




The following discussion should be read in conjunction with
our financial statements and the related notes contained
elsewhere in this Annual Report on Form 10-K. All
statements in the following discussion which are not reports of
historical information or descriptions of current accounting
policy are forward-looking statements. Please consider our
forward-looking statements in light of the risks referred to in
this reports introductory cautionary note.


BUSINESS OVERVIEW


Ask.com Ask.co.uk Ask.jp






21








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queries and our algorithmic search
engine, Teoma, responds by generating a list of Web sites likely
to offer the most authoritative content. Our proprietary Web
brands also include three content-rich portals (Excite.com,
iWon.comand MyWay.com) and several other search
sites. We earn revenue primarily by displaying paid listings and
other advertisements on our proprietary sites. We also generate
advertising receipts by distributing ads and search services
across two networks of third-party Web sites: the MaxOnline
advertising network and the Ask Jeeves syndication network.
These network sites share their Web traffic with us and, in
exchange, we share a portion of our related advertising receipts
with them. Our proprietary technologies include Teoma, natural
language processing software, portal technology and ad-serving
processes.




Recent Events






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Lycos joins the Ask Jeeves Syndication Network. On
    March 2, 2005 we announced that Lycos has selected our
    algorithmic search technology to provide search services on
    Lycos.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Bloglines Acquisition. On February 8, 2005, we
    announced our acquisition of all of the outstanding capital
    stock of Trustic, Inc., the company that owns and operates
    Bloglines at www.bloglines.com. Bloglines is a free
    online service for searching, subscribing, publishing and
    sharing RSS (Really Simple Syndication) feeds, Web logs (known
    as blogs) and rich Web content. We expect that
    Bloglines will continue to operate as an independent brand in
    the Ask Jeeves portfolio. Bloglines indexes millions of live Web
    content elementsnews feed and blog articles, images, audio
    and videoand is available in English, Chinese, French,
    German, Japanese, Portuguese and Spanish.                                                                     
|
| |  | Desktop Search Toolbar Beta Launch. On December 15,
    2004, we released a beta desktop search toolbar application.
    This tool enables users to search the word-processing documents,
    presentations, spreadsheets, photos, music and video files,
    applications and email messages on their computers. It also
    allows users to search the Web. Unlike the desktop search
    products of some of our competitors, our toolbar is accessible
    offline, allows users to preview many popular file types from
    the results list, and integrates into every Windows file open
    box. This accessibility allows users to utilize our search
    technology to find the file they need to attach to an email or
    to insert into a document. The product is available for free on
    Ask.com.

Key Priorities for
2005






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Growing our Reach & Frequency. The first
    initiative is to increase our sites reach and frequency
    (that is, to attract more users to our sites and applications,
    and to persuade them to use our services more often). To improve
    our reach, we plan to increase the visibility of our products by
    increasing our marketing efforts. Most of the incremental
    marketing will promote our Ask Jeeves brand sites and, in the
    first quarter, will include print ads and television spots in
    the U.S. These ads will be designed to broaden our appeal
    as the most authoritative place to





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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | search. To improve our frequency, we plan to add innovative and
    differentiated features to our search sites, as well as
    introducing improvements to some of our existing features (as we
    did in 2004 for related search and news search). We will also
    invest in our portals, because increased portal usage should
    lead to increased convenience search queries. Similarly, we will
    launch new Fun Web Products over the next several months (such
    as My Fun Cards, which we launched at www.MyFunCards.com
    around Valentines Day 2005) to grow our installed toolbar base,
    which should also lead to increased convenience search queries.                                                                                                                                         
|
| |  | Investing in our Teoma Technology. The second initiative
    is continued investment in our core search technology, Teoma. We
    believe that Teomas ability to rank search results
    according to their relevance is as good as, if not better than,
    the other search technologies currently in the market.
    Specifically, we believe that Teoma is more likely than other
    search engines to include the most authoritative sites at the
    top of the results list; and we plan to improve Teoma so as to
    sharpen this differentiation. In order to support further
    international expansion, we plan to upgrade our foreign language
    indices. We plan to enlarge our research & development
    teams and invest in our computer infrastructure so as to pursue
    these technology goals.
|
| |  | Building AJinteractives Systems. The third
    initiative is to improve AJinteractives systems and
    product offerings in order to expand our relationships with
    advertisers. Currently, AJinteractive sells to approximately
    1,400 advertisers. We plan to put new and improved delivery,
    billing and tracking systems in place to improve the services we
    offer our current advertisers. Once that foundation is in place,
    we expect to be better positioned to market AJinteractive to a
    wider class of advertisers.                                                                                                                                                                                                                                                                      
|
| |  | International Expansion. The final initiative is to
    expand internationally. We plan to launch search sites in
    several European markets, with a Spanish site launching first.
    We intend to promote these sites through public relations, word
    of mouth, downloadable applications and strategic partnerships
    in the target markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

CRITICAL ACCOUNTING
POLICIES






| |   |                                  
| | - | ---------------------------------
| |  | revenue recognition;             
|
| |  | allowances for doubtful accounts;
|
| |  | legal contingencies;             
|
| |  | income taxes; and                
|
| |  | impairment of long-lived assets. 





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Revenue Recognition






| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | sales, syndication and display of paid listings, branded
    advertising and other syndicated services;
|
| |  | sales of paid inclusion products;                                                                      
|
| |  | licensing of our search technologies; and                                                              
|
| |  | AJinteractive advertising sales and services.                                                          





| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | persuasive evidence of an arrangement exists;                                                                                
|
| |  | the service has been performed or delivered (or revenue is
    recognized over the period in which the service is delivered);
|
| |  | the price is fixed or determinable; and                                                                                      
|
| |  | collectibility of the resulting receivable is reasonably assured.                                                            



Paid Listings, Branded Advertising and other Syndicated
Services












24








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Paid Inclusion








25








---



##### Table of Contents





Licensing




AJinteractive




Allowances for Doubtful
Accounts






Legal Contingencies








26








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##### Table of Contents





Income Taxes








Impairment of Long-Lived
Assets


Goodwill


Goodwill and Other Intangible Assets






27








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Intangible and Other Long Lived Assets


Accounting for the Impairment or Disposal of Long-Lived
Assets


Recent Accounting
Pronouncements


Share-Based
Payment, Accounting for Stock-Based
Compensation, Accounting for Stock Issued to Employees


RESULTS OF OPERATIONS




Revenues


|                       |  |                         |         |  |        |  |       |      |  |   |         |  |  |      |      |   |  |   |        | 
|---------------------- |  | ----------------------- | ------- |  | ------ |  | ----- | ---- |  | - | ------- |  |  | ---- | ---- | - |  | - | ------ | 
|                       |  | Year Ended December 31, |        
|(dollars in thousands) |  | 2004                    |         |  | Change |  |       | 2003 |  |   | Change  |  |  | 2002 |     
|                       | 
|Revenue                |  | $                       | 261,327 |  |        |  | 143.6 | %    |  | $ | 107,292 |  |  |      | 64.9 | % |  | $ | 65,048 | 
|                      







28








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Revenues by Category and Geographic Region






| |   |                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Proprietary. The Proprietary category includes revenue
    arising from advertising on sites that we own, where the traffic
    is within our control. These include the Ask branded
    properties, our portal properties (other than the co-branded
    portals) and our Fun Web Products.                                  
|
| |  | Network. The Network category includes revenue arising
    from advertising on sites that we do not control, or to Web
    traffic for which we pay an access fee. This category includes
    our syndication network, co-branded portals, MySearch toolbar
    distribution arrangements and our MaxOnline advertising network.





|                       |               |                   |   |         |         |  |  |       |       |   |        |        |         |      |  |      |      |   |   |        |        | 
|---------------------- | ------------- | ----------------- | - | ------- | ------- |  |  | ----- | ----- | - | ------ | ------ | ------- | ---- |  | ---- | ---- | - | - | ------ | ------ | 
|(dollars in thousands) |               | 2004              |   |         | Change  |  |  | 2003  |       |   | Change |        |         | 2002 | 
|                       |              
|Proprietary:           |               |                   |   |         |         |  |  |       |       |   |        |        |         |      |  |      |      |   |   |       
|                       | North America |                   | $ | 131,956 |         |  |  | 128.8 | %     |   | $      | 57,667 |         |      |  | 81.2 | %    |   | $ | 31,827 |       
|                       | Europe        |                   |   | 52,179  |         |  |  | 59.3  | %     |   |        | 32,748 |         |      |  | 81.0 | %    |   |   | 18,090 |       
|                      
|                       |               | Total Proprietary |   |         | 184,135 |  |  |       | 103.7 | % |        |        | 90,415  |      |  |      | 81.1 | % |   |        | 49,917 | 
|                      
|Network:               |               |                   |   |         |         |  |  |       |       |   |        |        |         |      |  |      |      |   |   |       
|                       | North America |                   |   | 74,419  |         |  |  | 502.5 | %     |   |        | 12,352 |         |      |  | 16.7 | %    |   |   | 10,584 |       
|                       | Europe        |                   |   | 33      |         |  |  |      |       |   |        |       |         |      |  |     |      |   |   |       |       
|                       | Asia          |                   |   | 2,740   |         |  |  | (39.4 | %)    |   |        | 4,525  |         |      |  | (0.5 | %)   |   |   | 4,547  |       
|                      
|                       |               | Total Network     |   |         | 77,192  |  |  |       | 357.4 | % |        |        | 16,877  |      |  |      | 11.5 | % |   |        | 15,131 | 
|                      
|                       |               | Total Revenues    |   | $       | 261,327 |  |  |       | 143.6 | % |        | $      | 107,292 |      |  |      | 64.9 | % |   | $      | 65,048 | 
|                      
|Total:                 |               |                   |   |         |         |  |  |       |       |   |        |        |         |      |  |      |      |   |   |       
|                       | North America |                   |   | 206,375 |         |  |  | 194.7 | %     |   |        | 70,019 |         |      |  | 65.1 | %    |   |   | 42,411 |       
|                       | Europe        |                   |   | 52,212  |         |  |  | 59.4  | %     |   |        | 32,748 |         |      |  | 81.0 | %    |   |   | 18,090 |       
|                       | Asia          |                   |   | 2,740   |         |  |  | (39.4 | %)    |   |        | 4,525  |         |      |  | (0.5 | %)   |   |   | 4,547  |       
|                      
|                       |               | Total Revenues    |   | $       | 261,327 |  |  |       | 143.6 | % |        | $      | 107,292 |      |  |      | 64.9 | % |   | $      | 65,048 | 
|                      









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Gross Margin




|                       |              |                         |         |      |        |  |       |      |  |   |        |      |   |      |      |   |  |   |        |      |  
|---------------------- | ------------ | ----------------------- | ------- | ---- | ------ |  | ----- | ---- |  | - | ------ | ---- | - | ---- | ---- | - |  | - | ------ | ---- | -
|                       |              | Year Ended December 31, |        
|(dollars in thousands) |              | 2004                    |         |      | Change |  |       | 2003 |  |   | Change |      |   | 2002 |     
|                       |             
|Gross Profit           |              | $                       | 185,174 |      |        |  | 116.9 | %    |  | $ | 85,375 |      |   |      | 86.6 | % |  | $ | 45,746 |     
|                       | Gross Margin |                         |         | 70.9 | %      |  |       |      |  |   |        | 79.6 | % |      |      |   |  |   |        | 70.3 | %
|                      













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Operating Expenses




Product Development Expenses


|                       |                              |                         |        |     |        |  |      |      |  |   |        |      |   |      |      |   |  |   |        |      |  
|---------------------- | ---------------------------- | ----------------------- | ------ | --- | ------ |  | ---- | ---- |  | - | ------ | ---- | - | ---- | ---- | - |  | - | ------ | ---- | -
|                       |                              | Year Ended December 31, |       
|(dollars in thousands) |                              | 2004                    |        |     | Change |  |      | 2003 |  |   | Change |      |   | 2002 |     
|                       |                             
|Product development    |                              | $                       | 24,060 |     |        |  | 62.9 | %    |  | $ | 14,768 |      |   |      | 11.0 | % |  | $ | 13,301 |     
|                       | Percentage of total revenues |                         |        | 9.2 | %      |  |      |      |  |   |        | 13.8 | % |      |      |   |  |   |        | 20.4 | %
|                      









Sales and Marketing Expenses


|                       |                              |                         |        |      |        |  |       |      |  |   |        |      |   |      |      |   |  |   |        |      |  
|---------------------- | ---------------------------- | ----------------------- | ------ | ---- | ------ |  | ----- | ---- |  | - | ------ | ---- | - | ---- | ---- | - |  | - | ------ | ---- | -
|                       |                              | Year Ended December 31, |       
|(dollars in thousands) |                              | 2004                    |        |      | Change |  |       | 2003 |  |   | Change |      |   | 2002 |     
|                       |                             
|Sales and marketing    |                              | $                       | 69,047 |      |        |  | 116.4 | %    |  | $ | 31,902 |      |   |      | 22.8 | % |  | $ | 25,973 |     
|                       | Percentage of total revenues |                         |        | 26.4 | %      |  |       |      |  |   |        | 29.7 | % |      |      |   |  |   |        | 39.9 | %
|                      



iWon.com






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Ask.com,


General and Administrative Expenses


|                           |                              |                         |        |      |        |  |      |      |  |   |        |      |   |      |      |   |  |   |        |      |  
|-------------------------- | ---------------------------- | ----------------------- | ------ | ---- | ------ |  | ---- | ---- |  | - | ------ | ---- | - | ---- | ---- | - |  | - | ------ | ---- | -
|                           |                              | Year Ended December 31, |       
|(dollars in thousands)     |                              | 2004                    |        |      | Change |  |      | 2003 |  |   | Change |      |   | 2002 |     
|                           |                             
|General and administrative |                              | $                       | 27,396 |      |        |  | 44.0 | %    |  | $ | 19,025 |      |   |      | 25.5 | % |  | $ | 15,163 |     
|                           | Percentage of total revenues |                         |        | 10.5 | %      |  |      |      |  |   |        | 17.7 | % |      |      |   |  |   |        | 23.3 | %
|                          







Amortization of Other Intangible Assets


|                                         |                              |                         |       |     |        |  |   |      |  |        |   |   |      |  |   |  |  |   |   |   | 
|---------------------------------------- | ---------------------------- | ----------------------- | ----- | --- | ------ |  | - | ---- |  | ------ | - | - | ---- |  | - |  |  | - | - | - | 
|                                         |                              | Year Ended December 31,
|(dollars in thousands)                   |                              | 2004                    |       |     | Change |  |   | 2003 |  | Change |   |   | 2002
|                                        
|Amortization of other intangibles assets |                              | $                       | 8,663 |     |        |  |  |      |  | $      |  |   |      |  |  |  |  | $ |  |  
|                                         | Percentage of total revenues |                         |       | 3.3 | %      |  |   |      |  |        |   |  |      |  |   |  |  |   |   |  | 
|                                        



Impairment of Long-Lived
Assets


|                                |                              |                         |   |        |  |  |        |    |  |        |     |     |      |  |       |    |  |   |       |     |  
|------------------------------- | ---------------------------- | ----------------------- | - | ------ |  |  | ------ | -- |  | ------ | --- | --- | ---- |  | ----- | -- |  | - | ----- | --- | -
|                                |                              | Year Ended December 31, |  
|(dollars in thousands)          |                              | 2004                    |   | Change |  |  | 2003   |    |  | Change |     |     | 2002 | 
|                                |                             
|Impairment of long-lived assets |                              | $                       |  |        |  |  | (100.0 | %) |  | $      | 702 |     |      |  | (72.9 | %) |  | $ | 2,592 |    
|                                | Percentage of total revenues |                         |   |       |  |  |        |    |  |        |     | 0.7 | %    |  |       |    |  |   |       | 4.0 | %
|                               





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Restructuring Costs


|                       |                              |                         |   |        |  |  |      |  |        |   |   |      |  |  |        |    |  |   |       |     |  
|---------------------- | ---------------------------- | ----------------------- | - | ------ |  |  | ---- |  | ------ | - | - | ---- |  |  | ------ | -- |  | - | ----- | --- | -
|                       |                              | Year Ended December 31, |  
|(dollars in thousands) |                              | 2004                    |   | Change |  |  | 2003 |  | Change |   |   | 2002 | 
|                       |                             
|Restructuring Costs    |                              | $                       |  |        |  |  |     |  |        | $ |  |      |  |  | (100.0 | %) |  | $ | 1,653 |    
|                       | Percentage of total revenues |                         |   |       |  |  |      |  |        |   |   |     |  |  |        |    |  |   |       | 2.5 | %
|                      



Gain on Acquisition and
Dissolution of Joint Ventures


|                                                      |  |                         |   |        |  |  |        |    |  |        |       |  |      |  |       |   |  |   |     | 
|----------------------------------------------------- |  | ----------------------- | - | ------ |  |  | ------ | -- |  | ------ | ----- |  | ---- |  | ----- | - |  | - | --- | 
|                                                      |  | Year Ended December 31, |  
|(dollars in thousands)                                |  | 2004                    |   | Change |  |  | 2003   |    |  | Change |       |  | 2002 | 
|                                                      | 
|Gain on acquisition and dissolution of joint ventures |  | $                       |  |        |  |  | (100.0 | %) |  | $      | 6,356 |  |      |  | 552.6 | % |  | $ | 974 | 
|                                                     





Interest Income, Net


|                       |  |                         |       |  |        |  |       |      |  |   |        |  |  |      |       |    |  |   |       | 
|---------------------- |  | ----------------------- | ----- |  | ------ |  | ----- | ---- |  | - | ------ |  |  | ---- | ----- | -- |  | - | ----- | 
|                       |  | Year Ended December 31, |      
|(dollars in thousands) |  | 2004                    |       |  | Change |  |       | 2003 |  |   | Change |  |  | 2002 |      
|                       | 
|Interest income, net   |  | $                       | 1,098 |  |        |  | (16.2 | %)   |  | $ | 1,311  |  |  |      | (14.3 | %) |  | $ | 1,530 | 
|                      









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Interest Expense


|                       |  |                         |      |   |        |  |     |      |  |   |        |   |  |      |       |    |  |   |      |  
|---------------------- |  | ----------------------- | ---- | - | ------ |  | --- | ---- |  | - | ------ | - |  | ---- | ----- | -- |  | - | ---- | -
|                       |  | Year Ended December 31, |     
|(dollars in thousands) |  | 2004                    |      |   | Change |  |     | 2003 |  |   | Change |   |  | 2002 |      
|                       | 
|Interest expense       |  | $                       | (173 | ) |        |  | 4.8 | %    |  | $ | (165   | ) |  |      | (65.5 | %) |  | $ | (478 | )
|                      



Other Income, Net


|                       |  |                         |     |  |        |  |      |      |  |   |        |  |  |      |       |   |  |   |    | 
|---------------------- |  | ----------------------- | --- |  | ------ |  | ---- | ---- |  | - | ------ |  |  | ---- | ----- | - |  | - | -- | 
|                       |  | Year Ended December 31, |    
|(dollars in thousands) |  | 2004                    |     |  | Change |  |      | 2003 |  |   | Change |  |  | 2002 |      
|                       | 
|Other income, net      |  | $                       | 191 |  |        |  | (2.6 | %)   |  | $ | 196    |  |  |      | 263.0 | % |  | $ | 54 | 
|                      





Income Tax Provision


|                       |  |                         |       |  |        |  |       |      |  |   |        |  |  |      |   |  |  |   |   | 
|---------------------- |  | ----------------------- | ----- |  | ------ |  | ----- | ---- |  | - | ------ |  |  | ---- | - |  |  | - | - | 
|                       |  | Year Ended December 31,
|(dollars in thousands) |  | 2004                    |       |  | Change |  |       | 2003 |  |   | Change |  |  | 2002
|                      
|Income tax provision   |  | $                       | 4,679 |  |        |  | 147.4 | %    |  | $ | 1,891  |  |  |      |  |  |  | $ |  | 
|                      



Income (Loss) from Discontinued
Operations


|                                           |  |                         |     |  |        |  |       |      |  |   |        |  |  |      |       |   |  |   |         |  
|------------------------------------------ |  | ----------------------- | --- |  | ------ |  | ----- | ---- |  | - | ------ |  |  | ---- | ----- | - |  | - | ------- | -
|                                           |  | Year Ended December 31, |    
|(dollars in thousands)                     |  | 2004                    |     |  | Change |  |       | 2003 |  |   | Change |  |  | 2002 |      
|                                           | 
|Income (loss) from discontinued operations |  | $                       | 716 |  |        |  | (43.4 | %)   |  | $ | 1,264  |  |  |      | 112.1 | % |  | $ | (10,447 | )
|                                          









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Seasonality and Quarterly
Fluctuations in Operating Results






| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | our ability to attract and retain advertisers and our ability to
    link our partners to potential customers;                 
|
| |  | the number of queries on our Web sites;                                                                                        
|
| |  | our ability to effectively manage our advertising inventory;                                                                   
|
| |  | rate changes for advertising on our Web sites;                                                                                 
|
| |  | marketing expenses and technology infrastructure costs as well
    as other costs that we may incur as we expand our operation;
|
| |  | seasonal and other fluctuations in demand for our services and
    for advertising space on our Web sites;                     
|
| |  | our ability to develop and introduce new technology;                                                                           
|
| |  | announcements and new technology introductions by our
    competitors;                                                         
|
| |  | the potential for foreign exchange losses;                                                                                     
|
| |  | our ability to attract and retain key personnel; and                                                                           
|
| |  | costs relating to possible acquisitions and integration of
    technologies or businesses.                                     









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ACQUISITIONS






|                                                     |                     |   |         |         | 
|---------------------------------------------------- | ------------------- | - | ------- | ------- | 
|                                                     |                    
|Common stock (9,093,590 shares at $25.73 per share)  |                     | $ | 233,978 |        
|Vested Stock options (206,238 shares, at fair value) |                     |   | 4,766   |        
|Cash                                                 |                     |   | 143,984 |        
|Transaction costs                                    |                     |   | 12,404  |        
|                                                    
|                                                     | Total purchase cost |   | $       | 395,132 | 
|                                                    





|                                                         |                                                   |                       |         |        |         | 
|-------------------------------------------------------- | ------------------------------------------------- | --------------------- | ------- | ------ | ------- | 
|                                                         |                                                  
|Cash and cash equivalents                                |                                                   | $                     | 28,178  |       
|Other tangible assets                                    |                                                   |                       | 23,912  |       
|Amortizable intangible assets:                           |                                                   |                       |         |       
|                                                         | Developed/core technology                         |                       |         | 3,785  |        
|                                                         | User base                                         |                       |         | 30,608 |        
|                                                         | Advertiser and distribution partner relationships |                       |         | 61,479 |        
|                                                         | Trade names                                       |                       |         | 5,105  |        
|Goodwill                                                 |                                                   |                       | 264,898 |       
|                                                        
|                                                         |                                                   | Total assets acquired |         |        | 417,965 | 
|Liabilities assumed                                      |                                                   |                       | (27,547 | )     
|Deferred stock-based compensation (stockholders equity) |                                                   |                       | 4,714   |       
|                                                        
|                                                         |                                                   | Total                 |         | $      | 395,132 | 
|                                                        







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LIQUIDITY AND CAPITAL
RESOURCES




|                                                 |  |              |         |  |              |   |         | 
|------------------------------------------------ |  | ------------ | ------- |  | ------------ | - | ------- | 
|                                                 |  | December 31, |         |  | December 31, |  
|                                                 |  | 2004         |         |  | 2003         |  
|                                                 | 
|Cash, cash equivalents and marketable securities |  | $            | 109,702 |  |              | $ | 180,648 | 
|Current ratio*                                   |  |              | 3.4     |  |              |   | 10.7    | 
|Days sales outstanding                           |  |              | 63      |  |              |   | 41      | 
|                                                



|  |                                      
|- | -------------------------------------
|* | Calculated excluding deferred revenue















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Off Balance Sheet
Arrangements








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Contractual
Obligations




|                                                 |       |       |         |           |        |   |       |           |  |   |           |         |  |            |       |       |  |   |       |       | 
|------------------------------------------------ | ----- | ----- | ------- | --------- | ------ | - | ----- | --------- |  | - | --------- | ------- |  | ---------- | ----- | ----- |  | - | ----- | ----- | 
|                                                 |       |       |         | Less than |        |   |       |           |  |   |          
|                                                 |       | Total |         |           | 1 year |   |       | 1-3 years |  |   | 4-5 years |         |  | Thereafter |      
|                                                 |      
|Convertible subordinated notes due June 1, 2008* |       | $     | 115,000 |           |        | $ |      |           |  | $ | 115,000   |         |  | $          |      |       |  | $ |      |      
|Capital leases                                   |       |       | 1,170   |           |        |   | 710   |           |  |   | 460       |         |  |            |      |       |  |   |      |      
|Non-cancelable operating leases                  |       |       | 20,927  |           |        |   | 3,681 |           |  |   | 5,835     |         |  |            | 5,343 |       |  |   | 6,068 |      
|                                                
|                                                 | Total |       | $       | 137,097   |        |   | $     | 4,391     |  |   | $         | 121,295 |  |            | $     | 5,343 |  |   | $     | 6,068 | 
|                                                



|  |                                                                                                                                                                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | The notes are convertible at any time prior to maturity into
    shares of our common stock at a conversion price of
    $16.90 per share, subject to certain adjustments. In the
    event of such conversion, we will have the right to deliver cash
    (or a combination of cash and shares of common stock) in lieu of
    shares of our common stock.





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Risk
Factors


This annual report contains forward-looking statements that
are subject to risks and uncertainties. Our actual results could
differ materially from those anticipated by our forward-looking
statements. Among the important factors that might cause such a
difference are the risks described below. You should carefully
consider the risks described below before making any investment
decision in our securities; however, the risks described below
are not the only ones we face. Additional risks not presently
known to us or that we currently deem immaterial might also
impair our business operations. Our business, financial
condition or results of operations could be materially and
adversely affected by any of these risks. The trading price of
our common stock or other securities might decline due to any of
these risks, and you might lose all or part of your
investment.


Risks Related to our
Business


Rapid industry change might
affect our profitability.




We derive a significant
percentage of our revenue from our targeted-advertising supply
arrangements with Google Inc. Any early termination,
non-renewal, breach or other performance deterioration under
these contracts could harm our results of operations.






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In 2002, Ask Jeeves, Inc. entered into an agreement with Google
    Inc., to participate in Googles sponsored links program
    (subsequently renamed AdWords). Under this agreement, Google
    sells paid listings to hundreds of thousands of advertisers and
    we display their paid listings on specified U.S. Ask Jeeves
    and Teoma brand Web sites in response to keywords in users
    search queries. Googles advertisers pay a fee whenever
    users click on the paid listings. Under this agreement, we also
    syndicate Googles paid listings, together with our search
    results, to third-party Web sites in the Ask Jeeves Syndication
    Network. In exchange for making the Web traffic on these various
    sites available to Googles advertisers, we share in the
    revenue generated from those advertisers. This
    U.S. agreement with Google was scheduled to terminate in
    September 2005 (but allowed for termination for convenience by
    either party during September or October





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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | of 2004). On July 26, 2004, this agreement was amended and
    restated to, among other changes, extend its scheduled term
    until December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | In May 2003, one of our European subsidiaries entered into an
    agreement with a Google subsidiary to display Googles paid
    listings on our Ask Jeeves brand U.K. Web site, replacing
    a previous paid listing provider. We share in the revenue
    generated when users click on those paid listings. This
    agreement with Google was scheduled to terminate in May 2005. On
    July 26, 2004, this agreement was amended to, among other
    changes, extend its scheduled term until December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | In May 2003, Focus Interactive, Inc. (formerly known as The
    Excite Network, Inc.), a wholly-owned subsidiary of ISH, entered
    into an agreement with Google. (We acquired full ownership of
    Focus Interactive in May 2004 upon our acquisition of ISH.)
    Under this agreement, Google supplies both paid listings and
    search results to specified Web sites owned and operated by
    Focus Interactive. Focus pays a fee for the search results and
    shares in the revenue generated by the paid listings. The
    initial term of this agreement was scheduled to expire
    August 31, 2007. On July 26, 2004, this agreement was
    amended to, among other changes, extend its scheduled term until
    December 31, 2007.                                                                                                                                                                                                                                                                                                                    
|
| |  | In September 2003, Focus Interactive entered into an agreement
    with Google to participate in its content-targeted ad program
    (subsequently renamed AdSense). Under this agreement, Google
    supplies content-targeted ads to some of the Web sites owned and
    operated by Focus Interactive and the parties share in the
    revenue generated by those ads. Content-targeted ads are similar
    to paid listings in that they are selected for display based
    upon the users current interests. However, paid listings
    are textual links selected for display on a search results page
    based on keywords in the users search query; whereas
    content-targeted ads may appear on any type of Web page and are
    selected for display based upon the subject matter of that page
    (which Google attempts to determine by crawling, hand-mapping,
    spotting keywords or other means) and might appear in text,
    audio, video, graphic or some other format. The term of this
    agreement is scheduled to expire August 31, 2007.







| |   |                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if Google were to change its relevance-ranking procedures such
    that it started delivering paid listings that are less relevant
    to the users query (and thus less likely to attract the
    users click);
|
| |  | if Google were to experience service level interruptions due to
    causes beyond its control; or                                                                                                                 
|
| |  | if Googles advertiser base were to diminish to such an
    extent that Googles could no longer provide adequate
    coverage against the keywords in our users queries.                                        





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If the performance of our search
toolbar distribution channels declines, or if our distributors
decide not to renew our distribution arrangements at the end of
the applicable contract terms, we will likely experience reduced
search volume and lower advertising revenue.




We expect our operating expenses
to continue to increase as we invest in increasing brand loyalty
through marketing and promotion, enhancing our search
technologies, developing our media properties and acquiring
other businesses.






| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | increasing brand loyalty through marketing and promotion
    (including print and television campaigns in 2005);
|
| |  | enhancing our search technologies;                                                                              
|
| |  | improving and expanding our portal content and our fun web
    products;                                        
|
| |  | increased funding of product development;                                                                       
|
| |  | international expansion;                                                                                        
|
| |  | developing and commercializing additional media
    properties; and                                             
|
| |  | acquiring and integrating complementary businesses and
    technologies.                                        



Our business model is still
evolving along with the business models of our competitors, and
it is difficult to predict our future competitive
position.








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If we cannot maintain the
popularity of our search services among Internet users, our
business will be significantly harmed.




If we fail to compete
effectively against Google, Yahoo!, MSN, AOL and other smaller
companies, we will lose market share.






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Destination Search Traffic. Destination searches occur
    when an Internet user navigates to a search engine site, such as
    Ask.com, in order to submit his or her query on that
    particular site. We seek to attract destination search traffic
    primarily by delivering world-class search services that users
    will find intuitive and satisfying, and also through advertising
    campaigns, site innovations, and other initiatives designed to
    enhance public opinion of Ask Jeeves brand search. In these
    efforts, we compete against other branded search site operators
    such as Google Inc. and Microsoft, which is promoting its new
    MSN Search as a destination search site.
|
| |  | Convenience Search Traffic. Convenience searches occur
    when an Internet user submits a query through any easily
    available search box. We seek to attract convenience search
    traffic by operating three search-centric portals
    (Excite.com, iWon.comand MyWay.com) and by
    distributing search toolbars together with our Fun Web Products
    and other popular downloadable applications. Our portals compete
    against the portals operated by Yahoo! Inc., America Online
    (AOL) (a division of Time Warner Inc.) and the Microsoft Network
    (MSN), as well as against other engaging, or sticky,
    sites that display competitive search boxes. Our                               





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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | desktop search toolbar competes against Googles Desktop
    Search product, Yahoo!s Desktop Search and MSNs
    Deskbar as well as other products offered by smaller
    competitors. Our Internet search toolbars and Fun Web Products
    compete against an increasing number of diverse downloadable
    applications that include search functionality, such as
    Yahoo!s Companion Bar and MSNs
    Toolbar Suite. Microsoft has also announced that it
    plans to integrate expanded search functionality into the next
    version of the Windows operating system.                                                                                                                                                                                        
|
| |  | Search Syndication and Advertising Networks. In our
    efforts to attract third-party Web site publishers to join our
    search syndication network and our MaxOnline advertising
    network, we compete against the search and advertising services
    offered by Google Inc. and Yahoo! Search Marketing Solutions
    (formerly known as Overture Services, Inc.), as well as against
    other online advertising networks such as FindWhat, Kanoodle,
    Advertising.com (owned by Time Warner Inc.) and several smaller
    providers. In our efforts to establish direct relationships with
    advertisers we compete against those same online advertising
    networks as well as against non-Internet media publishers and
    traditional advertising agencies.











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Some of our competitors provide
Internet access, operating systems, online services or computer
hardware to our users. To the extent such providers exploit
their position to impair users continued access to our
search services, our search traffic might fall, perhaps
significantly.




Our growth will depend on our
ability to attract and retain new users through effective
promotional campaigns.




If we are unable to develop,
acquire or otherwise provide our users with access to new search
products and portal enhancements as rapidly and successfully as
our competitors, we might be unable to maintain user
satisfaction with our search and portal sites.




Recent acquisitions and any
future acquisitions might disrupt our business, dilute
stockholder value, divert management attention or be difficult
to integrate.


Bloglines.com






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| |   |                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------
| |  | difficulties in assimilating and integrating acquired personnel,
    systems, operations, technologies or products;   
|
| |  | adverse effects on our current employees and the inability to
    retain employees of acquired companies;             
|
| |  | unanticipated costs associated with acquisitions;                                                                     
|
| |  | diversion of managements attention from other business
    concerns and potential disruption of our ongoing business;
|
| |  | adverse effects on our existing business relationships with our
    customers;                                        
|
| |  | potential patent or trademark infringement by acquired
    technologies;                                              
|
| |  | use of substantial portions of our available cash as all or a
    portion of the purchase price; and                  
|
| |  | dilution of our current stockholders due to issuances of
    additional securities as consideration for acquisitions. 





If we fail to maintain effective
internal financial and managerial systems, controls and
procedures, our results of operations may be harmed.








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Our current international
operations expose us to several risks and our planned
international expansion efforts in 2005 might lose
money.


Ask.co.uk,










| |   |                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the impact of business cycles and downturns in economies outside
    the United States;                                                                                                                                                                                        
|
| |  | longer payment cycles and greater difficulty in accounts
    receivable collections;                                                                                                                                                                                           
|
| |  | time and resources required to comply with foreign regulatory
    requirements;                                                                                                                                                                                                
|
| |  | unexpected changes in regulatory requirements;                                                                                                                                                                                                                                 
|
| |  | difficulties and costs of staffing and managing foreign
    operations;                                                                                                                                                                                                        
|
| |  | challenges of complying with local labor laws;                                                                                                                                                                                                                                 
|
| |  | potential tax liabilities if our transfer-pricing practices are
    successfully challenged by the tax authorities of the nations in
    which we operate;                                                                                                                     
|
| |  | reduced protection for intellectual property rights in some
    countries;                                                                                                                                                                                                     
|
| |  | unanticipated tax costs associated with the cross-border use of
    intangible assets;                                                                                                                                                                                         
|
| |  | political and economic instability;                                                                                                                                                                                                                                            
|
| |  | fluctuations in currency exchange rates;                                                                                                                                                                                                                                       
|
| |  | difficulty in maintaining effective communications with
    employees and customers due to distance, language and cultural
    barriers;                                                                                                                                       
|
| |  | lower brand recognition for Ask Jeeves and the Jeeves character
    in non-English speaking countries;                                                                                                                                                                         
|
| |  | lower per capita Internet usage in many foreign countries, for a
    variety of reasons including lower disposable incomes, lack of
    adequate telecommunications and computer infrastructure and
    concerns regarding online security for e-commerce
    transactions; and
|
| |  | competition in international markets from a broad range of
    competitors.                                                                                                                                                                                                    

If we are unable to enhance the
content and services of our portal Web sites over time, our user
base may decline and our attractiveness to advertisers may
diminish.


Excite.com, MyWay.com iWon.com






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Sweepstakes regulations might
limit our ability to conduct sweepstakes on iWon.com or limit
participation in our sweepstakes, which would adversely affect
our business model.








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Risks Related to Operating in
our Industry


A decrease in expenditures by
advertisers and direct marketers or a downturn in the economy
could cause our advertising revenues to decline significantly in
any given period.




New technologies could block our
ads, which would harm our business.




Index spammers could harm the
integrity of web search results, which could damage our
reputation and cause our users to be dissatisfied with our
services.


MySearch.com


The operating performance of
computer systems and Web servers is critical to our business and
reputation.








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The presence or perception of
click-fraud in the market might reduce our ad
revenues.




Our long-term success depends
upon the growth and acceptance of Internet advertising as an
effective alternative to traditional advertising
media.








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Legal actions may be initiated
against us seeking to hold us liable for our links to, or
advertising for, third-party Web sites.




Growth in the keyword-targeted
advertising market might be slowed by the application of
trademark laws.




Disruption of our ad serving
arrangements due to system failures or capacity constraints
could harm our reputation.








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Spyware and adware concerns
might result in reduced revenue from our toolbars or search
services.






If we do not adapt our search
services for users of cell phones, PDAs and similar devices, we
might lose market share as users increasingly use handheld
devices to access the Internet.




Our ability to remain profitable
might depend on continued growth of Internet use.








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| |   |                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Internet infrastructure might not be able to support the
    demands placed on it;                                                                                         
|
| |  | performance and reliability of the Internet might decline as
    usage grows and disruptions caused by malicious users or hackers
    increases;                               
|
| |  | users might hesitate to engage in online commerce because they
    feel insecure transmitting confidential information, such as
    credit card numbers, over the Internet; and
|
| |  | users privacy concerns might lead them to reduce Internet
    use so as to prevent Web sites from gathering user information
    without the users knowledge or consent.     

Our business might suffer if any
of our key executives discontinues employment with us.




Our success depends on our
ability to attract and retain skilled technical
employees.




We may face potential liability,
loss of users and damage to our reputation for violation of
privacy policies.




Privacy concerns relating to our
products and services could damage our reputation.




Government regulation and legal
uncertainties could harm our business.








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Third parties might bring
intellectual property infringement claims against us that would
be expensive to defend and, if successful, could subject us to
significant liability and block us from using key
technology.




Risks Related to Accounting
Matters


The employee compensation
practices we adopt in response to new option expensing rules
might reduce our ability to attract qualified new employees,
diminish our cash available for marketing, product development
and other uses, and cause our profits and stock price to
decline.


Accounting for Stock
Issued to Employees Share-Based
Payment Accounting for Stock-Based Compensation


If accounting interpretations
relating to revenue recognition change, our reported revenues
could decline or we could be forced to make changes in our
business practices.


Revenue
Arrangements with Multiple Deliverables Revenue Recognition








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Risks Related to the Capital
Markets


We might not be able to secure
additional financing to meet our future capital needs.




Our stock price might fluctuate
significantly regardless of our actual operating
performance.






| |   |                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | actual or anticipated variations in quarterly operating results
    and announcements of technological innovations;                                     
|
| |  | new products or services offered by us or our competitors;                                                                                              
|
| |  | changes in financial estimates by securities analysts;                                                                                                  
|
| |  | changes in research coverage by securities analysts;                                                                                                    
|
| |  | conditions or trends in the Internet search and advertising
    industries;                                                                             
|
| |  | any announcement by us of significant acquisitions, strategic
    partnerships, joint ventures or capital commitments;                                  
|
| |  | additions or departures of key personnel;                                                                                                               
|
| |  | sales by current holders of our common stock and general
    financial conditions and investor sentiment regarding Internet
    companies generally; and
|
| |  | other events that may be beyond our control.                                                                                                            







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If we fail to meet the
expectations of public market analysts and investors, the market
price of our common stock might decrease
significantly.




Future sales of our stock could
affect our stocks market price.




Provisions in Delaware law and
our charter, stock option agreements and severance benefits
agreements with executive officers might prevent or delay a
change of control.






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the board of directors approved the transaction in which the
    stockholder acquired 15% or more of the corporations
    assets;                                                                                                                                                                                                                                                                                                                      
|
| |  | after the transaction in which the stockholder acquired 15% or
    more of the corporations assets, the stockholder owned at
    least 85% of the corporations outstanding voting stock,
    excluding shares owned by directors, officers and employee stock
    plans in which employee participants do not have the right to
    determine confidentially whether shares held under the plan will
    be tendered in a tender or exchange offer; or
|
| |  | on or after this date, the merger or sale is approved by the
    board of directors and the holders of at least two-thirds of the
    outstanding voting stock that is not owned by the stockholder.                                                                                                                                                                                                                                                    







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| |   |                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our board is classified into three classes of directors as
    nearly equal in size as possible with staggered three year-terms;                                                                                                                                                         
|
| |  | the authority of our board to issue up to 5,000,000 shares
    of preferred stock and to determine the price, rights,
    preferences and privileges of these shares, without stockholder
    approval;                                                                                  
|
| |  | all stockholder actions must be effected at a duly called
    meeting of stockholders and not by written consent;                                                                                                                                                                        
|
| |  | except under limited circumstances, special meetings of the
    stockholders may be called only by the chairman of the board,
    the chief executive officer, the board of directors or by
    holders of shares entitled to cast not less than 50% of the
    votes of the meeting; and
|
| |  | except under limited circumstances, no cumulative voting is
    allowed.                                                                                                                                                                                                                 







Risks Related to our
Subordinated Convertible Notes


Our stock price has been
volatile historically and may continue to fluctuate widely
regardless of our actual operating performance. Significant
volatility in the price of our common stock will likely cause
the price of the notes to fluctuate significantly, which may
make it difficult for holders to resell the notes or the shares
of our common stock issuable upon conversion of the notes when
desired or at attractive prices.








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The notes are subordinated and
there are no financial covenants in the indenture.We may be
unable to repay our obligations under the notes.








We significantly increased our
leverage as a result of the sale of the notes.




We do not expect a public market
for the notes to develop.








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We might not have the ability to
repurchase the notes in cash if a holder exercises its
repurchase right upon the occurrence of a change in
control.








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|         |                                                               
|-------- | --------------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK




Interest Rate Sensitivity










Foreign Currency Exchange Risk








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|        |                                                
|------- | -----------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA




Index
to Consolidated Financial Statements


|                                                        |  |      |    | 
|------------------------------------------------------- |  | ---- | -- | 
|                                                        |  | Page |   
|                                                        | 
|Report of Independent Registered Public Accounting Firm |  |      | 63 | 
|Consolidated Balance Sheets                             |  |      | 64 | 
|Consolidated Statements of Operations                   |  |      | 65 | 
|Consolidated Statements of Stockholders Equity         |  |      | 66 | 
|Consolidated Statements of Cash Flows                   |  |      | 67 | 
|Notes to Consolidated Financial Statements              |  |      | 68 | 
|                                                       





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Report
of Independent Registered Public Accounting Firm














| |                          
| | -------------------------
| | /s/ Ernst & Young
    LLP









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Consolidated
Balance Sheets


|                                                |                                                                                                                                                                           |                                                        |         |              |         |  |         |          |         | 
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | ------- | ------------ | ------- |  | ------- | -------- | ------- | 
|                                                |                                                                                                                                                                           | December 31,                                           |         | December 31,
|(in thousands, except share and per share data) |                                                                                                                                                                           | 2004                                                   |         | 2003        
|                                               
|Assets                                          |                                                                                                                                                                           |                                                        |         |              |         |  |         |         
|Current assets:                                 |                                                                                                                                                                           |                                                        |         |              |         |  |         |         
|                                                | Cash and cash equivalents                                                                                                                                                 |                                                        | $       | 80,452       |         |  | $       | 36,673   |        
|                                                | Marketable securities                                                                                                                                                     |                                                        |         | 29,250       |         |  |         | 143,975  |        
|                                               
|                                                |                                                                                                                                                                           | Total cash, cash equivalents and marketable securities |         |              | 109,702 |  |         |          | 180,648 | 
|                                                | Accounts receivable, net of allowance for doubtful accounts of
    $1,463 and $1,437 at December 31, 2004 and 2003,
    respectively                                      |                                                        |         | 44,911       |         |  |         | 12,062   |        
|                                                | Prepaid expenses and other current assets                                                                                                                                 |                                                        |         | 8,535        |         |  |         | 3,299    |        
|                                               
|                                                |                                                                                                                                                                           | Total current assets                                   |         |              | 163,148 |  |         |          | 196,009 | 
|Property and equipment, net                     |                                                                                                                                                                           |                                                        | 22,761  |              |         |  | 10,933  |         
|Goodwill                                        |                                                                                                                                                                           |                                                        | 264,898 |              |         |  |        |         
|Intangible assets, net                          |                                                                                                                                                                           |                                                        | 87,887  |              |         |  | 831     |         
|Deferred tax asset, net                         |                                                                                                                                                                           |                                                        | 295     |              |         |  |        |         
|Other long-term assets, net                     |                                                                                                                                                                           |                                                        | 5,420   |              |         |  | 4,482   |         
|                                               
|                                                |                                                                                                                                                                           | Total assets                                           |         | $            | 544,409 |  |         | $        | 212,255 | 
|                                               
|Liabilities and
    Stockholders Equity        |                                                                                                                                                                           |                                                        |         |              |         |  |         |         
|Current liabilities:                            |                                                                                                                                                                           |                                                        |         |              |         |  |         |         
|                                                | Accounts payable                                                                                                                                                          |                                                        | $       | 7,153        |         |  | $       | 1,825    |        
|                                                | Accrued compensation and related expenses                                                                                                                                 |                                                        |         | 8,245        |         |  |         | 5,137    |        
|                                                | Accrued marketing expenses                                                                                                                                                |                                                        |         | 5,010        |         |  |         | 1,272    |        
|                                                | Accrued restructuring costs                                                                                                                                               |                                                        |         | 383          |         |  |         | 1,167    |        
|                                                | Accrued costs of revenue                                                                                                                                                  |                                                        |         | 10,400       |         |  |         | 1,486    |        
|                                                | Other accrued liabilities                                                                                                                                                 |                                                        |         | 16,003       |         |  |         | 7,467    |        
|                                                | Deferred revenue(1)                                                                                                                                                       |                                                        |         | 2,583        |         |  |         | 5,367    |        
|                                                | Current portion of capital lease obligation                                                                                                                               |                                                        |         | 710          |         |  |         |         |        
|                                               
|                                                |                                                                                                                                                                           | Total current liabilities                              |         |              | 50,487  |  |         |          | 23,721  | 
|Convertible subordinated notes                  |                                                                                                                                                                           |                                                        | 115,000 |              |         |  | 115,000 |         
|Capital lease obligations, less current portion |                                                                                                                                                                           |                                                        | 460     |              |         |  |        |         
|Other liabilities                               |                                                                                                                                                                           |                                                        | 326     |              |         |  | 326     |         
|                                               
|                                                |                                                                                                                                                                           | Total liabilities                                      |         |              | 166,273 |  |         |          | 139,047 | 
|                                               
|Commitments and contingencies                   |                                                                                                                                                                           |                                                        |         |              |         |  |         |         
|Stockholders equity:                           |                                                                                                                                                                           |                                                        |         |              |         |  |         |         
|                                                | Convertible preferred stock, $.001 par value;
    5,000,000 shares authorized; no shares issued or outstanding                                                            |                                                        |         |             |         |  |         |         |        
|                                                | Common stock, $.001 par value; 150,000,000 shares
    authorized; 58,480,762 and 46,616,445 shares issued and
    outstanding at December 31, 2004 and 2003, respectively |                                                        |         | 994,971      |         |  |         | 740,845  |        
|                                                | Deferred stock compensation                                                                                                                                               |                                                        |         | (3,722       | )       |  |         |         |        
|                                                | Accumulated deficit                                                                                                                                                       |                                                        |         | (617,525     | )       |  |         | (670,686 | )      
|                                                | Accumulated other comprehensive income                                                                                                                                    |                                                        |         | 4,412        |         |  |         | 3,049    |        
|                                               
|                                                |                                                                                                                                                                           | Total stockholders equity                             |         |              | 378,136 |  |         |          | 73,208  | 
|                                               
|                                                |                                                                                                                                                                           | Total liabilities and stockholders equity             |         | $            | 544,409 |  |         | $        | 212,255 | 
|                                               



|    |                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------
|(1) | Includes amounts from related parties of $0 and $2,740 at
    December 31, 2004 and 2003, respectively







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Consolidated
Statements of Operations


|                                                                                              |                                                       |                          |            |        |         |      |            |        |        |   |            |         |        | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ------------------------ | ---------- | ------ | ------- | ---- | ---------- | ------ | ------ | - | ---------- | ------- | ------ | 
|                                                                                              |                                                       | Year Ended December 31, 
|(in thousands, except share and per share data)                                               |                                                       | 2004                     |            | 2003   |         | 2002
|                                                                                             
|Revenues                                                                                      |                                                       | $                        | 261,327    |        |         | $    | 107,292    |        |        | $ | 65,048     |        
|Cost of revenues                                                                              |                                                       |                          | 76,153     |        |         |      | 21,917     |        |        |   | 19,302     |        
|                                                                                             
|Gross profit                                                                                  |                                                       |                          | 185,174    |        |         |      | 85,375     |        |        |   | 45,746     |        
|Operating expenses:                                                                           |                                                       |                          |            |        |         |      |            |        |        |   |            |        
|                                                                                              | Product development                                   |                          |            | 24,060 |         |      |            | 14,768 |        |   |            | 13,301  |       
|                                                                                              | Sales and marketing                                   |                          |            | 69,047 |         |      |            | 31,902 |        |   |            | 25,973  |       
|                                                                                              | General and administrative                            |                          |            | 27,396 |         |      |            | 19,025 |        |   |            | 15,163  |       
|                                                                                              | Amortization of other intangible assets               |                          |            | 8,663  |         |      |            |       |        |   |            |        |       
|                                                                                              | Impairment of long-lived assets                       |                          |            |       |         |      |            | 702    |        |   |            | 2,592   |       
|                                                                                              | Restructuring costs                                   |                          |            |       |         |      |            |       |        |   |            | 1,653   |       
|                                                                                             
|                                                                                              |                                                       | Total operating expenses |            |        | 129,166 |      |            |        | 66,397 |   |            |         | 58,682 | 
|                                                                                             
|Operating income (loss)                                                                       |                                                       |                          | 56,008     |        |         |      | 18,978     |        |        |   | (12,936    | )      
|Gain on acquisition and dissolution of joint ventures                                         |                                                       |                          |           |        |         |      | 6,356      |        |        |   | 974        |        
|Interest income, net                                                                          |                                                       |                          | 1,098      |        |         |      | 1,311      |        |        |   | 1,530      |        
|Interest expense                                                                              |                                                       |                          | (173       | )      |         |      | (165       | )      |        |   | (478       | )      
|Other income, net                                                                             |                                                       |                          | 191        |        |         |      | 196        |        |        |   | 54         |        
|                                                                                             
|Income (loss) before income tax provision                                                     |                                                       |                          | 57,124     |        |         |      | 26,676     |        |        |   | (10,856    | )      
|Income tax provision                                                                          |                                                       |                          | 4,679      |        |         |      | 1,891      |        |        |   |           |        
|                                                                                             
|Income (loss) from continuing operations                                                      |                                                       |                          | 52,445     |        |         |      | 24,785     |        |        |   | (10,856    | )      
|Discontinued operations:                                                                      |                                                       |                          |            |        |         |      |            |        |        |   |            |        
|                                                                                              | Loss from discontinued operations                     |                          |            |       |         |      |            | (1,218 | )      |   |            | (10,447 | )     
|                                                                                              | Gain on sale of discontinued operations, net of taxes |                          |            | 716    |         |      |            | 2,482  |        |   |            |        |       
|                                                                                             
|Income (loss) from discontinued operations                                                    |                                                       |                          | 716        |        |         |      | 1,264      |        |        |   | (10,447    | )      
|Net income (loss)                                                                             |                                                       | $                        | 53,161     |        |         | $    | 26,049     |        |        | $ | (21,303    | )      
|                                                                                             
|Earnings per ShareBasic:                                                                     |                                                       |                          |            |        |         |      |            |        |        |   |            |        
|                                                                                              | Income (loss) from continuing operations              |                          | $          | 0.97   |         |      | $          | 0.56   |        |   | $          | (0.27   | )     
|                                                                                              | Income (loss) from discontinued operations            |                          | $          | 0.01   |         |      | $          | 0.03   |        |   | $          | (0.25   | )     
|                                                                                             
|                                                                                              | Net income (loss) per share                           |                          | $          | 0.98   |         |      | $          | 0.59   |        |   | $          | (0.52   | )     
|                                                                                             
|Weighted average shares outstanding used in computing basic net
    income (loss) per share   |                                                       |                          | 54,050,461 |        |         |      | 44,233,461 |        |        |   | 40,698,137 |        
|                                                                                             
|Earnings per ShareDiluted:                                                                   |                                                       |                          |            |        |         |      |            |        |        |   |            |        
|                                                                                              | Income (loss) from continuing operations              |                          | $          | 0.80   |         |      | $          | 0.45   |        |   | $          | (0.27   | )     
|                                                                                              | Income (loss) from discontinued operations            |                          | $          | 0.01   |         |      | $          | 0.03   |        |   | $          | (0.25   | )     
|                                                                                             
|                                                                                              | Net income (loss) per share                           |                          | $          | 0.81   |         |      | $          | 0.48   |        |   | $          | (0.52   | )     
|                                                                                             
|Weighted average shares outstanding used in computing diluted
    net income (loss) per share |                                                       |                          | 65,811,066 |        |         |      | 54,773,229 |        |        |   | 40,698,137 |        
|                                                                                             
|Revenues from related parties                                                                 |                                                       | $                        | 2,740      |        |         | $    | 4,525      |        |        | $ | 6,189      |        
|                                                                                             







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Consolidated
Statements of Stockholders Equity


|                                |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   |   |         |         |  
|------------------------------- | ------------------------------------------------------------------------ | ------------ | ---------- | ----------- | ------ | - | -------- | ---------- | - | - | ------------ | ----------- |  | ------------- | ------ | ------ | ------------- | - | -------- | ------------- | - | - | ------------- | ----- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                |                                                                          |              |            |             |        |   |          |            |   |   |              | Accumulated |  |               |        |        |              
|                                |                                                                          |              |            | Shareholder |        |   | Deferred |            |   |   |              | Other       |  |               | Total  |        |               |  
|                                |                                                                          | Common Stock |            |             | Notes  |   |          | Stock      |   |   | Accumulated  |             |  | Comprehensive |        |        | Stockholders |   |          | Comprehensive |  
|in thousands, except share data |                                                                          | Shares       |            |             | Amount |   |          | Receivable |   |   | Compensation |             |  | Deficit       |        |        | Income        |   |          | Equity        |   |   | Income (Loss) |      
|                                |                                                                         
|Balances at December 31, 2001   |                                                                          |              | 39,482,015 |             |        | $ | 722,310  |            |   | $ | (57          | )           |  | $             | (98    | )      |               | $ | (675,432 | )             |   | $ | 491           |       |   | $ | 47,214  |         |   |   |         |        
|                                | Issuance of common stock under Employee Stock Purchase Plan              |              |            | 433,540     |        |   |          | 488        |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 488     |   |   |         |         |  
|                                | Issuance of common stock upon exercise of stock options and
    warrants |              |            | 1,004,292   |        |   |          | 1,124      |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 1,124   |   |   |         |         |  
|                                | Issuance of common stock in connection with business combinations        |              |            | 774,792     |        |   |          | 1,250      |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 1,250   |   |   |         |         |  
|                                | Repurchase of common stock                                               |              |            | (224,742    | )      |   |          | (243       | ) |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | (243    | ) |   |         |         |  
|                                | Issuance of restricted common stock                                      |              |            | 14,168      |        |   |          | 501        |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 501     |   |   |         |         |  
|                                | Amortization of deferred stock compensation                              |              |            |            |        |   |          |           |   |   |              |            |  |               |        | 91     |               |   |          |              |   |   |               |      |   |   |         | 91      |   |   |         |         |  
|                                | Adjustment related to shareholder notes receivable                       |              |            | (65,731     | )      |   |          | (64        | ) |   |              | 57          |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | (7      | ) |   |         |         |  
|Comprehensive loss:             |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   |   |         |        
|                                | Unrealized losses on marketable securities                               |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               | (430  | ) |   |         | (430    | ) |   | $       | (430    | )
|                                | Foreign currency translation adjustment                                  |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               | 592   |   |   |         | 592     |   |   |         | 592     |  
|                                | Net loss                                                                 |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          | (21,303       | ) |   |               |      |   |   |         | (21,303 | ) |   |         | (21,303 | )
|                               
|Comprehensive loss              |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   |   | (21,141 | )      
|                               
|Balances at December 31, 2002   |                                                                          |              | 41,418,334 |             |        |   | 725,366  |            |   |   |             |             |  |               | (7     | )      |               |   | (696,735 | )             |   |   | 653           |       |   |   | 29,277  |         |   |   |         |        
|                                | Issuance of common stock under Employee Stock Purchase Plan              |              |            | 230,040     |        |   |          | 630        |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 630     |   |   |         |         |  
|                                | Issuance of common stock upon exercise of stock options and
    warrants |              |            | 4,201,145   |        |   |          | 12,707     |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 12,707  |   |   |         |         |  
|                                | Issuance of restricted common stock                                      |              |            | 766,926     |        |   |          | 967        |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 967     |   |   |         |         |  
|                                | Income tax benefit from stock option exercises                           |              |            |            |        |   |          | 1,175      |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 1,175   |   |   |         |         |  
|                                | Amortization of deferred stock compensation                              |              |            |            |        |   |          |           |   |   |              |            |  |               |        | 7      |               |   |          |              |   |   |               |      |   |   |         | 7       |   |   |         |         |  
|Comprehensive income:           |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   |   |         |        
|                                | Unrealized gains on marketable securities                                |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               | 77    |   |   |         | 77      |   |   |         | 77      |  
|                                | Foreign currency translation adjustment                                  |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               | 2,319 |   |   |         | 2,319   |   |   |         | 2,319   |  
|                                | Net income                                                               |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          | 26,049        |   |   |               |      |   |   |         | 26,049  |   |   |         | 26,049  |  
|                               
|Comprehensive income            |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   |   | 28,445  |        
|                               
|Balances at December 31, 2003   |                                                                          |              | 46,616,445 |             |        |   | 740,845  |            |   |   |             |             |  |               |       |        |               |   | (670,686 | )             |   |   | 3,049         |       |   |   | 73,208  |         |   |   |         |        
|                                | Issuance of common stock under Employee Stock Purchase Plan              |              |            | 193,540     |        |   |          | 1,152      |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 1,152   |   |   |         |         |  
|                                | Issuance of common stock upon exercise of stock options and
    warrants |              |            | 2,577,252   |        |   |          | 11,576     |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 11,576  |   |   |         |         |  
|                                | Issuance of restricted common stock                                      |              |            | 6,000       |        |   |          | 683        |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 683     |   |   |         |         |  
|                                | Issuance of common stock in connection with business combinations        |              |            | 9,093,590   |        |   |          | 238,744    |   |   |              |            |  |               |        | (4,714 | )             |   |          |              |   |   |               |      |   |   |         | 234,030 |   |   |         |         |  
|                                | Repurchase of common stock                                               |              |            | (6,065      | )      |   |          | (229       | ) |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | (229    | ) |   |         |         |  
|                                | Income tax benefit from stock option exercises                           |              |            |            |        |   |          | 2,200      |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               |      |   |   |         | 2,200   |   |   |         |         |  
|                                | Amortization of deferred stock compensation                              |              |            |            |        |   |          |           |   |   |              |            |  |               |        | 992    |               |   |          |              |   |   |               |      |   |   |         | 992     |   |   |         |         |  
|Comprehensive income:           |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   |   |         |        
|                                | Unrealized losses on marketable securities                               |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               | (241  | ) |   |         | (241    | ) |   |         | (241    | )
|                                | Foreign currency translation adjustment                                  |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          |              |   |   |               | 1,604 |   |   |         | 1,604   |   |   |         | 1,604   |  
|                                | Net income                                                               |              |            |            |        |   |          |           |   |   |              |            |  |               |        |       |               |   |          | 53,161        |   |   |               |      |   |   |         | 53,161  |   |   |         | 53,161  |  
|                               
|Comprehensive income            |                                                                          |              |            |             |        |   |          |            |   |   |              |             |  |               |        |        |               |   |          |               |   |   |               |       |   |   |         |         |   | $ | 54,524  |        
|                               
|Balances at December 31, 2004   |                                                                          |              | 58,480,762 |             |        | $ | 994,971  |            |   | $ |             |             |  | $             | (3,722 | )      |               | $ | (617,525 | )             |   | $ | 4,412         |       |   | $ | 378,136 |         |   |   |         |        
|                               







66








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Consolidated
Statements of Cash Flows


|                                                                                                                                |                                               |                                                                 |                                           |         |        |         |          |     |        |        |         |       |         |         |  
|------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ------- | ------ | ------- | -------- | --- | ------ | ------ | ------- | ----- | ------- | ------- | -
|                                                                                                                                |                                               | December 31,                                                   
|(in thousands)                                                                                                                  |                                               | 2004                                                            |                                           | 2003    |        | 2002   
|                                                                                                                               
|Operating activities                                                                                                            |                                               |                                                                 |                                           |         |        |         |          |     |        |        |         |      
|Income (loss) from continuing operations                                                                                        |                                               | $                                                               | 52,445                                    |         |        | $       | 24,785   |     |        | $      | (10,856 | )    
|Adjustment to reconcile income (loss) from continuing operations
    to net cash provided by (used in) in operating activities: |                                               |                                                                 |                                           |         |        |         |          |     |        |        |         |      
|                                                                                                                                |                                               | Loss from discontinued operations                               |                                           |         |       |         |          |     | (1,218 | )      |         |       | (10,447 | )      
|                                                                                                                                |                                               | Depreciation and amortization                                   |                                           |         | 9,788  |         |          |     | 7,122  |        |         |       | 8,736   |        
|                                                                                                                                |                                               | Loss on disposal of assets                                      |                                           |         |       |         |          |     | 321    |        |         |       | 3       |        
|                                                                                                                                |                                               | Stock compensation                                              |                                           |         | 1,675  |         |          |     | 39     |        |         |       | 592     |        
|                                                                                                                                |                                               | Amortization of other assets                                    |                                           |         | 18,387 |         |          |     | 2,523  |        |         |       | 2,183   |        
|                                                                                                                                |                                               | Non-cash restructuring charge                                   |                                           |         |       |         |          |     |       |        |         |       | 1,140   |        
|                                                                                                                                |                                               | Non-cash charge for impairment of long-lived assets             |                                           |         |       |         |          |     | 702    |        |         |       | 2,593   |        
|                                                                                                                                |                                               | Non-cash charge for adjustments to shareholder notes receivable |                                           |         |       |         |          |     |       |        |         |       | (64     | )      
|                                                                                                                                |                                               | Gain on acquisition of joint venture                            |                                           |         |       |         |          |     | (6,124 | )      |         |       | (974    | )      
|                                                                                                                                |                                               | Income tax benefit from stock option exercises                  |                                           |         | 2,200  |         |          |     | 1,175  |        |         |       |        |        
|                                                                                                                                |                                               | Deferred tax asset                                              |                                           |         | (295   | )       |          |     |       |        |         |       |        |        
|                                                                                                                                |                                               | Changes in operating assets and liabilities:                    |                                           |         |        |         |          |     |        |        |         |       |         |        
|                                                                                                                                |                                               |                                                                 | Accounts receivable                       |         |        | (14,856 | )        |     |        | (2,508 | )       |       |         | (1,072  | )
|                                                                                                                                |                                               |                                                                 | Prepaid expenses and other assets         |         |        | (3,397  | )        |     |        | (757   | )       |       |         | 275     |  
|                                                                                                                                |                                               |                                                                 | Accounts payable                          |         |        | (366    | )        |     |        | 299    |         |       |         | (3,908  | )
|                                                                                                                                |                                               |                                                                 | Accrued compensation and related expenses |         |        | (1,468  | )        |     |        | 1,769  |         |       |         | (1,383  | )
|                                                                                                                                |                                               |                                                                 | Accrued marketing expenses                |         |        | 2,706   |          |     |        | 912    |         |       |         | (1,141  | )
|                                                                                                                                |                                               |                                                                 | Accrued restructuring costs               |         |        | (786    | )        |     |        | (741   | )       |       |         | (17,661 | )
|                                                                                                                                |                                               |                                                                 | Other accrued liabilities                 |         |        | 5,853   |          |     |        | 2,924  |         |       |         | (2,635  | )
|                                                                                                                                |                                               |                                                                 | Deferred revenue                          |         |        | (3,202  | )        |     |        | (5,423 | )       |       |         | (4,305  | )
|                                                                                                                               
|Net cash provided by (used in) operating activities                                                                             |                                               |                                                                 | 68,684                                    |         |        |         | 25,800   |     |        |        | (38,924 | )    
|                                                                                                                               
|Investing activities                                                                                                            |                                               |                                                                 |                                           |         |        |         |          |     |        |        |         |      
|Purchases of property and equipment                                                                                             |                                               |                                                                 | (19,476                                   | )       |        |         | (7,875   | )   |        |        | (5,287  | )    
|Purchases of restricted marketable securities                                                                                   |                                               |                                                                 |                                          |         |        |         | (39      | )   |        |        |        |      
|Purchases of marketable securities                                                                                              |                                               |                                                                 | (50,445                                   | )       |        |         | (138,136 | )   |        |        | (2,622  | )    
|Maturities of marketable securities                                                                                             |                                               |                                                                 | 34,177                                    |         |        |         |         |     |        |        |        |      
|Redemption of non-marketable securities                                                                                         |                                               |                                                                 |                                          |         |        |         |         |     |        |        | 450     |      
|Redemption of restricted marketable securities                                                                                  |                                               |                                                                 |                                          |         |        |         | 11,000   |     |        |        | 13,741  |      
|Redemption of marketable securities                                                                                             |                                               |                                                                 | 130,215                                   |         |        |         |         |     |        |        | 15,101  |      
|Sale of discontinued operation                                                                                                  |                                               |                                                                 | 716                                       |         |        |         | 2,482    |     |        |        |        |      
|Acquisitions of developed technology                                                                                            |                                               |                                                                 | (3,750                                    | )       |        |         |         |     |        |        |        |      
|Business combinations, net of cash acquired                                                                                     |                                               |                                                                 | (127,631                                  | )       |        |         |         |     |        |        | 10,904  |      
|                                                                                                                               
|Net cash provided by (used in) investing activities                                                                             |                                               |                                                                 | (36,194                                   | )       |        |         | (132,568 | )   |        |        | 32,287  |      
|                                                                                                                               
|Financing activities                                                                                                            |                                               |                                                                 |                                           |         |        |         |          |     |        |        |         |      
|Issuance of common stock                                                                                                        |                                               |                                                                 | 12,728                                    |         |        |         | 13,337   |     |        |        | 1,612   |      
|Repurchase of common stock                                                                                                      |                                               |                                                                 | (229                                      | )       |        |         |         |     |        |        | (243    | )    
|Issuance of convertible subordinated notes, net                                                                                 |                                               |                                                                 |                                          |         |        |         | 111,744  |     |        |        |        |      
|Repayment of notes receivable to stockholders                                                                                   |                                               |                                                                 |                                          |         |        |         |         |     |        |        | 57      |      
|Repayment of note payable                                                                                                       |                                               |                                                                 | (2,144                                    | )       |        |         |         |     |        |        |        |      
|Repayment of borrowings under line of credit                                                                                    |                                               |                                                                 |                                          |         |        |         | (11,000  | )   |        |        |        |      
|Repayment of capital lease obligations                                                                                          |                                               |                                                                 | (670                                      | )       |        |         | (572     | )   |        |        | (893    | )    
|                                                                                                                               
|Net cash provided by financing activities                                                                                       |                                               |                                                                 | 9,685                                     |         |        |         | 113,509  |     |        |        | 533     |      
|                                                                                                                               
|Effect of exchange rate changes on cash and cash equivalents                                                                    |                                               |                                                                 | 1,604                                     |         |        |         | 2,319    |     |        |        | 592     |      
|Increase (decrease) in cash and cash equivalents                                                                                |                                               |                                                                 | 43,779                                    |         |        |         | 9,060    |     |        |        | (5,512  | )    
|Cash and cash equivalents at beginning of year                                                                                  |                                               |                                                                 | 36,673                                    |         |        |         | 27,613   |     |        |        | 33,125  |      
|                                                                                                                               
|Cash and cash equivalents at end of year                                                                                        |                                               | $                                                               | 80,452                                    |         |        | $       | 36,673   |     |        | $      | 27,613  |      
|                                                                                                                               
|Supplemental disclosure of
    non-cash investing and financing activities                                                      |                                               |                                                                 |                                           |         |        |         |          |     |        |        |         |      
|                                                                                                                                | Common stock issued for business combinations |                                                                 | $                                         | 238,744 |        |         | $        |    |        |        | $       | 1,250 |        
|                                                                                                                                | Interest paid                                 |                                                                 | $                                         | 173     |        |         | $        | 165 |        |        | $       | 478   |        
|                                                                                                                                | Income taxes paid                             |                                                                 | $                                         | 1,515   |        |         | $        |    |        |        | $       |      |        
|                                                                                                                               







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Notes
to Consolidated Financial Statements


1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES





The Company


Ask.com Ask.co.uk Ask.jp Excite.com, iWon.com MyWay.com








Basis of Presentation












68








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Use of Estimates




Cash and Cash
Equivalents






Marketable Securities






Allowances for Doubtful
Accounts






Concentrations, Credit Risk and
Credit Risk Evaluations


Concentrations of Revenue








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Credit Risk




Property and Equipment


Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use


Software Development
Costs




Impairment of Long-Lived
Assets


Goodwill


Goodwill and Other Intangible Assets,






70








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Intangible Assets


Accounting for the Impairment or Disposal of Long-Lived
Assets,


Revenue Recognition






| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | sales, syndication and display of paid listings, branded
    advertising and other syndicated services;
|
| |  | sales of paid inclusion products;                                                                      
|
| |  | licensing of search technologies; and                                                                  
|
| |  | AJinteractive advertising sales and services.                                                          





| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | persuasive evidence of an arrangement exists;                                                                                
|
| |  | the service has been performed or delivered (or revenue is
    recognized over the period in which the service is delivered);
|
| |  | the price is fixed or determinable; and                                                                                      
|
| |  | collectibility of the resulting receivable is reasonably assured.                                                            



Paid Listings, Branded Advertising and other Syndicated
Services








71








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Reporting Revenue Gross as a Principal versus
Net as an Agent.






72








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##### Table of Contents





Paid Inclusion




Licensing




AJinteractive




Stock-Based
Compensation










73








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Accounting for Stock Appreciation Rights and Other Variable
Stock Option or Award Plans (an interpretation of APB Opinions
No. 15 and 25)


Pro Forma Disclosures of the
Effect of Stock-Based Compensation










|                                                                                                               |  |                         |         |   |      |   |        |      |  |   |         |  
|-------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                                                                                               |  | Year Ended December 31, |        
|                                                                                                               |  | 2004                    |         |   | 2003 |   |        | 2002 | 
|                                                                                                               | 
|Net income (loss), as reported                                                                                 |  | $                       | 53,161  |   |      | $ | 26,049 |      |  | $ | (21,303 | )
|Add:                                                                                                           |  |                         |         |   |      |   |        |      |  |   |         |  
|Stock compensation expense included in reported net income                                                     |  |                         | 992     |   |      |   | 6      |      |  |   | 77      |  
|Deduct:                                                                                                        |  |                         |         |   |      |   |        |      |  |   |         |  
|Total stock-based employee compensation expense determined under
    fair value based method for ESPP          |  |                         | (718    | ) |      |   | (408   | )    |  |   | (300    | )
|Total stock-based employee compensation expense determined under
    fair value based method for stock options |  |                         | (31,707 | ) |      |   | (8,300 | )    |  |   | (3,442  | )
|                                                                                                              
|Net income (loss), pro forma                                                                                   |  | $                       | 21,728  |   |      | $ | 17,347 |      |  | $ | (24,968 | )
|                                                                                                              
|Net income (loss) per share:                                                                                   |  |                         |         |   |      |   |        |      |  |   |         |  
|Basic, as reported                                                                                             |  | $                       | 0.98    |   |      | $ | 0.59   |      |  | $ | (0.52   | )
|Basic, pro forma                                                                                               |  | $                       | 0.40    |   |      | $ | 0.39   |      |  | $ | (0.61   | )
|Diluted, as reported                                                                                           |  | $                       | 0.81    |   |      | $ | 0.48   |      |  | $ | (0.52   | )
|Diluted, pro forma                                                                                             |  | $                       | 0.33    |   |      | $ | 0.32   |      |  | $ | (0.61   | )
|                                                                                                              





74








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Advertising Costs




Income Taxes




Foreign Currency
Translation






Net Income (Loss) Per
Share




Recent Accounting
Pronouncements


Share-Based Payment Accounting for Stock-Based Compensation. Statement of Cash Flows. requires






75








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|  |                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A modified prospective method in which compensation
    cost is recognized beginning with the effective date
    (a) base on the requirements of SFAS 123(R) for all
    share-based payments granted after the effective date and
    (b) based on the requirements of SFAS 123(R) for all
    awards granted to employees prior to the effective date of
    SFAS 123(R) that remain unvested on the effective date.
| 
| | A prospective method which includes the requirements
    of the modified prospective method described above, but also
    permits entities to restate based on the amounts previously
    recognized under SFAS 123(R) for purposes of pro forma
    disclosures either (a) all prior periods presented or
    (b) prior interim periods of the year of adoption.                                                     





2. BUSINESS
COMBINATIONS





Acquisition of Interactive
Search Holdings








76








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|                                                     |  |   |         | 
|---------------------------------------------------- |  | - | ------- | 
|                                                    
|Common stock (9,093,590 shares at $25.73 per share)  |  | $ | 233,978 | 
|Vested Stock options (206,238 shares, at fair value) |  |   | 4,766   | 
|Cash                                                 |  |   | 143,984 | 
|Transaction costs                                    |  |   | 12,404  | 
|                                                    
|                                                     |  | $ | 395,132 | 
|                                                    





|                                                         |                                                   |                       |         |           |         |  |  |         |  | 
|-------------------------------------------------------- | ------------------------------------------------- | --------------------- | ------- | --------- | ------- |  |  | ------- |  | 
|                                                         |                                                   |                       |         | Estimated
|                                                         |                                                   | Amount                |         | Lives    
|                                                        
|Cash and cash equivalents                                |                                                   | $                     | 28,178  |           |         |  |  |        
|Other tangible assets                                    |                                                   |                       | 23,912  |           |         |  |  |        
|Amortizable intangible assets:                           |                                                   |                       |         |           |         |  |  |        
|                                                         | Developed/core technology                         |                       |         | 3,785     |         |  |  | 3 years | 
|                                                         | User Base                                         |                       |         | 30,608    |         |  |  | 3 years | 
|                                                         | Advertiser and distribution partner relationships |                       |         | 61,479    |         |  |  | 5 years | 
|                                                         | Trade names                                       |                       |         | 5,105     |         |  |  | 5 years | 
|Goodwill                                                 |                                                   |                       | 264,898 |           |         |  |  |        
|                                                        
|                                                         |                                                   | Total assets acquired |         |           | 417,965 |  |  |         |  | 
|                                                        
|Liabilities assumed and incurred                         |                                                   |                       | (27,547 | )         |         |  |  |        
|Deferred stock-based compensation (stockholders equity) |                                                   |                       | 4,714   |           |         |  |  |        
|                                                        
|                                                         |                                                   | Total                 |         | $         | 395,132 |  |  |         |  | 
|                                                        







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|                                                           |  |                         |         |  |      |   |         |      |  |   |         |  
|---------------------------------------------------------- |  | ----------------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | -
|                                                           |  | Year Ended December 31, |        
|                                                           |  | 2004                    |         |  | 2003 |   |         | 2002 | 
|                                                           | 
|Revenue                                                    |  | $                       | 314,158 |  |      | $ | 192,160 |      |  | $ | 113,062 |  
|Income (loss) from continuing operations                   |  | $                       | 50,842  |  |      | $ | 12,845  |      |  | $ | (30,195 | )
|Income (loss) from continuing operations per sharebasic   |  | $                       | 0.95    |  |      | $ | 0.25    |      |  | $ | (0.62   | )
|Income (loss) from continuing operations per sharediluted |  | $                       | 0.78    |  |      | $ | 0.20    |      |  | $ | (0.62   | )
|                                                          

Joint Ventures


Ask Jeeves U.K.












78








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|                                                                                               |  |                |            |  
|---------------------------------------------------------------------------------------------- |  | -------------- | ---------- | -
|                                                                                               |  | For Year Ended
|                                                                                               |  | December 31,  
|(in thousands, except share and per share amounts)                                             |  | 2002          
|                                                                                              
|Revenues                                                                                       |  | $              | 65,117     |  
|Loss from continuing operations                                                                |  | $              | (11,947    | )
|Net loss                                                                                       |  | $              | (22,394    | )
|Net loss per share basic and diluted                                                           |  | $              | (0.55      | )
|Weighted average shares outstanding used in computing basic and
    diluted net loss per share |  |                | 40,698,137 |  
|                                                                                              

Ask Jeeves Japan


Ask.com, Ask.com




3. MARKETABLE
SECURITIES











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|                                                                                    |                                             |           |        |            |  |            |   |            |  |   |      |   |  |   |        |        | 
|----------------------------------------------------------------------------------- | ------------------------------------------- | --------- | ------ | ---------- |  | ---------- | - | ---------- |  | - | ---- | - |  | - | ------ | ------ | 
|                                                                                    |                                             |           |        | Gross      |  | Gross      |   |           
|                                                                                    |                                             | Amortized |        | Unrealized |  | Unrealized |   | Estimated 
|December 31, 2004                                                                   |                                             | Cost      |        | Gains      |  | Losses     |   | Fair Value
|                                                                                   
|Commercial paper                                                                    |                                             | $         | 1,591  |            |  | $          |  |            |  | $ | (1   | ) |  | $ | 1,590  |       
|Municipal bonds                                                                     |                                             |           | 1,003  |            |  |            |  |            |  |   | (3   | ) |  |   | 1,000  |       
|US Government and Agency notes                                                      |                                             |           | 15,388 |            |  |            |  |            |  |   | (70  | ) |  |   | 15,318 |       
|Corporate notes                                                                     |                                             |           | 11,251 |            |  |            |  |            |  |   | (28  | ) |  |   | 11,223 |       
|Asset-backed securities                                                             |                                             |           | 700    |            |  |            |  |            |  |   | (1   | ) |  |   | 699    |       
|                                                                                   
|Total available for sale securities                                                 |                                             | $         | 29,933 |            |  | $          |  |            |  | $ | (103 | ) |  | $ | 29,830 |       
|                                                                                   
|Classified as:                                                                      |                                             |           |        |            |  |            |   |            |  |   |      |   |  |   |        |       
|                                                                                    | Short-term marketable securities            |           |        |            |  |            |   |            |  |   |      |   |  |   | $      | 29,189 | 
|                                                                                    | Short-term restricted marketable securities |           |        |            |  |            |   |            |  |   |      |   |  |   |        | 61     | 
|Long-term restricted marketable securities (included in other
    long-term assets) |                                             |           |        |            |  |            |   |            |  |   | 580  |  
|                                                                                   
|                                                                                    | Total                                       |           |        |            |  |            |   |            |  |   |      |   |  |   | $      | 29,830 | 
|                                                                                   

|                                                                                    |       |           |         |            |  |            |     |            |  |   |     |   |  |   |         |         | 
|----------------------------------------------------------------------------------- | ----- | --------- | ------- | ---------- |  | ---------- | --- | ---------- |  | - | --- | - |  | - | ------- | ------- | 
|                                                                                    |       |           |         | Gross      |  | Gross      |     |           
|                                                                                    |       | Amortized |         | Unrealized |  | Unrealized |     | Estimated 
|December 31, 2003                                                                   |       | Cost      |         | Gains      |  | Losses     |     | Fair Value
|                                                                                   
|Municipal bonds                                                                     |       | $         | 4,011   |            |  | $          | 3   |            |  | $ |    |   |  | $ | 4,014   |        
|US Government notes                                                                 |       |           | 119,954 |            |  |            | 120 |            |  |   | (1  | ) |  |   | 120,073 |        
|Corporate notes                                                                     |       |           | 19,427  |            |  |            | 24  |            |  |   | (10 | ) |  |   | 19,441  |        
|Asset-backed securities                                                             |       |           | 549     |            |  |            | 2   |            |  |   |    |   |  |   | 551     |        
|                                                                                   
|Total available for sale securities                                                 |       | $         | 143,941 |            |  | $          | 149 |            |  | $ | (11 | ) |  | $ | 144,079 |        
|                                                                                   
|Classified as:                                                                      |       |           |         |            |  |            |     |            |  |   |     |   |  |   |         |        
|Short-term marketable securities                                                    |       |           |         |            |  |            |     |            |  |   |     |   |  | $ | 143,975 |        
|Long-term restricted marketable securities (included in other
    long-term assets) |       |           |         |            |  |            |     |            |  |   | 104 |  
|                                                                                   
|                                                                                    | Total |           |         |            |  |            |     |            |  |   |     |   |  |   | $       | 144,079 | 
|                                                                                   



|                                     |  |           |        |            |  |   |        | 
|------------------------------------ |  | --------- | ------ | ---------- |  | - | ------ | 
|                                     |  | Amortized |        | Estimated 
|                                     |  | Cost      |        | Fair Value
|                                    
|Due in 1 year or less                |  | $         | 28,233 |            |  | $ | 28,134 | 
|Due in 1-2 years                     |  |           | 1,700  |            |  |   | 1,696  | 
|                                    
|Total investments in debt securities |  | $         | 29,933 |            |  | $ | 29,830 | 
|                                    







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4. PROPERTY AND
EQUIPMENT







|                                               |  |              |         |      |  |   |         |  
|---------------------------------------------- |  | ------------ | ------- | ---- |  | - | ------- | -
|                                               |  | December 31,
|                                               |  | 2004         |         | 2003
|                                              
|Computer equipment and related software        |  | $            | 50,724  |      |  | $ | 30,715  |  
|Furniture and fixtures                         |  |              | 3,748   |      |  |   | 3,408   |  
|Leasehold improvements                         |  |              | 3,799   |      |  |   | 2,509   |  
|                                              
|Total                                          |  |              | 58,271  |      |  |   | 36,632  |  
|Less accumulated depreciation and amortization |  |              | (35,510 | )    |  |   | (25,699 | )
|                                              
|Property and equipment, net                    |  | $            | 22,761  |      |  | $ | 10,933  |  
|                                              



5. INTANGIBLE
ASSETS







|                             |  |              |         |           |  |       |        |   |  |        
|---------------------------- |  | ------------ | ------- | --------- |  | ----- | ------ | - |  | -------
|                             |  | December 31, |         | Estimated
|                             |  | 2004         |         | 2003      |  | Lives
|                            
|Acquired technology          |  | $            | 7,535   |           |  | $     | 9,365  |   |  | 3 years
|User base                    |  |              | 30,608  |           |  |       |       |   |  | 3 years
|Distribution relationships   |  |              | 61,479  |           |  |       |       |   |  | 5 years
|Trade names                  |  |              | 5,105   |           |  |       |       |   |  | 5 years
|                            
|Total intangibles            |  |              | 104,727 |           |  |       | 9,365  |   |  |        
|Accumulated amortization     |  |              | (16,840 | )         |  |       | (8,534 | ) |  |        
|                            
|Total intangible assets, net |  | $            | 87,887  |           |  | $     | 831    |   |  |        
|                            





|      |  |        |        | 
|----- |  | ------ | ------ | 
|Year  |  | Amount
|     
|2005  |  | $      | 29,087 | 
|2006  |  |        | 29,364 | 
|2007  |  |        | 21,188 | 
|2008  |  |        | 13,594 | 
|2009  |  |        | 4,654  | 
|     
|Total |  | $      | 97,887 | 
|     

6. LEASE
COMMITMENTS











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|                                                  |  |                |        |                  |  |  |         | 
|------------------------------------------------- |  | -------------- | ------ | ---------------- |  |  | ------- | 
|Years ending December 31:                         |  | Capital Leases |        | Operating Leases
|                                                 
|2005                                              |  |                | $  773 |                  |  |  | $ 3,681 | 
|2006                                              |  |                | 481    |                  |  |  | 3,083   | 
|2007                                              |  |                |        |                  |  |  | 2,752   | 
|2008                                              |  |                |        |                  |  |  | 2,654   | 
|2009                                              |  |                |        |                  |  |  | 2,689   | 
|Thereafter                                        |  |                |        |                  |  |  | 6,068   | 
|                                                 
|Total minimum lease payments                      |  |                | $1,254 |                  |  |  | $20,927 | 
|Less interest                                     |  |                | (84    | )                |  |  |        | 
|                                                 
|Present value of minimum lease payments           |  |                | $1,170 |                  |  |  | $20,927 | 
|                                                 
|Less current portion of capital lease obligations |  |                | (710   | )                |  |  |         | 
|                                                 
|Capital lease obligations, less current portion   |  |                | $460   |                  |  |  |         | 
|                                                 



7. LINE OF CREDIT









8. CONVERTIBLE SUBORDINATED
NOTES













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9. PROVISION FOR INCOME
TAXES







|                                          |                         |                                           |        |        |        |      |        |        |        |   |         |         |         |  
|----------------------------------------- | ----------------------- | ----------------------------------------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | - | ------- | ------- | ------- | -
|                                          |                         | Year Ended December 31,                  
|                                          |                         | 2004                                      |        | 2003   |        | 2002
|                                         
|U.S.                                      |                         | $                                         | 56,571 |        |        | $    | 10,759 |        |        | $ | (27,394 | )      
|International                             |                         |                                           | 1,284  |        |        |      | 17,290 |        |        |   | 6,091   |        
|                                         
|Income (loss) before income tax provision |                         | $                                         | 57,855 |        |        | $    | 28,049 |        |        | $ | (21,303 | )      
|                                         
|Allocated to:                             |                         |                                           |        |        |        |      |        |        |        |   |         |        
|                                          | Continuing operations   |                                           | $      | 57,124 |        |      | $      | 26,676 |        |   | $       | (10,856 | )      
|                                          | Discontinued operations |                                           |        | 731    |        |      |        | 1,373  |        |   |         | (10,447 | )      
|                                         
|                                          |                         | Income (loss) before income tax provision |        | $      | 57,855 |      |        | $      | 28,049 |   |         | $       | (21,303 | )
|                                         



|                |                         |                            |       |       |       |   |       |       |       | 
|--------------- | ----------------------- | -------------------------- | ----- | ----- | ----- | - | ----- | ----- | ----- | 
|                |                         | 2004                       |       | 2003 
|               
|Current:        |                         |                            |       |       |       |   |       |      
|Federal         |                         | $                          | 925   |       |       | $ | 200   |      
|State and local |                         |                            | (14   | )     |       |   | 50    |      
|Foreign         |                         |                            | 3,783 |       |       |   | 1,750 |      
|               
|                |                         | Subtotal                   |       | $     | 4,694 |   |       | $     | 2,000 | 
|               
|Deferred:       |                         |                            |       |       |       |   |       |      
|Federal         |                         | $                          |      |       |       | $ |      |      
|State and local |                         |                            |      |       |       |   |      |      
|Foreign         |                         |                            |      |       |       |   |      |      
|               
|                |                         | Subtotal                   |       | $     |      |   |       | $     |      | 
|               
|                |                         | Total Income Tax Provision |       | $     | 4,694 |   |       | $     | 2,000 | 
|               
|Allocated to:   |                         |                            |       |       |       |   |       |      
|                | Continuing operations   |                            | $     | 4,679 |       |   | $     | 1,891 |      
|                | Discontinued operations |                            |       | 15    |       |   |       | 109   |      
|               
|                |                         | Total income tax provision |       | $     | 4,694 |   |       | $     | 2,000 | 
|               





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|                                                                                             |                           |                         |       |      |   |      |       |     |   |  |       |     |  
|-------------------------------------------------------------------------------------------- | ------------------------- | ----------------------- | ----- | ---- | - | ---- | ----- | --- | - |  | ----- | --- | -
|                                                                                             |                           | Year Ended December 31,
|                                                                                             |                           | 2004                    |       | 2003 |   | 2002
|                                                                                            
|United States statutory tax rate                                                             |                           |                         | 35.0  | %    |   |      | 35.0  | %   |   |  | 35.0  | %  
|Foreign earnings taxed at rates higher/(lower) than the United
    States statutory tax rate |                           |                         | 0.1   | %    |   |      | (15.3 | )%  |   |  | 0.0   | %  
|Net operating losses and loss carryforwards                                                  |                           |                         | (27.5 | )%   |   |      | (12.6 | )%  |   |  | (35.0 | )% 
|Other                                                                                        |                           |                         | 0.5   | %    |   |      | 0.0   | %   |   |  | 0.0   | %  
|                                                                                            
|                                                                                             | Effective income tax rate |                         |       | 8.1  | % |      |       | 7.1 | % |  |       | 0.0 | %
|                                                                                            



|                                           |  |              |          |      |  |   |          |  
|------------------------------------------ |  | ------------ | -------- | ---- |  | - | -------- | -
|                                           |  | Year Ended  
|                                           |  | December 31,
|                                           |  | 2004         |          | 2003
|                                          
|Deferred Tax Assets:                       |  |              |          |      |  |   |          |  
|Net operating losses and carryforwards     |  | $            | 160,056  |      |  | $ | 92,705   |  
|Capitalized research and development costs |  |              | 3,703    |      |  |   | 3,174    |  
|Accrued expenses                           |  |              | 6,573    |      |  |   | 4,959    |  
|Depreciation & amortization                |  |              | 7,362    |      |  |   |         |  
|Deferred revenue                           |  |              | 268      |      |  |   | 1,407    |  
|Income tax credits                         |  |              | 3,719    |      |  |   | 2,890    |  
|Deferred taxes in foreign subsidiaries     |  |              | 295      |      |  |   |         |  
|                                          
|Deferred tax assets                        |  |              | 181,976  |      |  |   | 105,135  |  
|Valuation allowance                        |  |              | (143,511 | )    |  |   | (105,135 | )
|                                          
|Total deferred tax assets                  |  | $            | 38,465   |      |  | $ |         |  
|Deferred Tax Liabilities:                  |  |              |          |      |  |   |          |  
|Purchased intangibles                      |  | $            | 37,743   |      |  | $ |         |  
|Other                                      |  |              | 427      |      |  |   |         |  
|                                          
|Total deferred tax liabilities             |  |              | 38,170   |      |  |   |         |  
|                                          
|Net deferred tax assets                    |  | $            | 295      |      |  | $ |         |  
|                                          









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10. STOCKHOLDERS
EQUITY





Stockholder Rights
Plan




Shares Reserved for Future
Issuance




|                                  |       |  |           |            | 
|--------------------------------- | ----- |  | --------- | ---------- | 
|                                 
|Stock options outstanding         |       |  | 8,309,393 |           
|Stock options available for grant |       |  | 6,652,908 |           
|Employee stock purchase plan      |       |  | 576,503   |           
|Convertible subordinated notes    |       |  | 6,804,733 |           
|                                 
|                                  | Total |  |           | 22,343,537 | 
|                                 

1996 Equity Incentive
Plan








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1999 Equity Incentive
Plan




1999 Employee Stock Purchase
Plan




1999 Non-Qualified Equity
Incentive Plan








86








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|                                            |           |                     |            |                  |   |   |       |       | 
|------------------------------------------- | --------- | ------------------- | ---------- | ---------------- | - | - | ----- | ----- | 
|                                            |           | Options Outstanding
|                                            |           |                    
|                                            |           |                     |            | Weighted-Average
|                                            |           |                     |            | Exercise Price  
|                                            |           | Shares              |            | Per Share       
|                                           
|Outstanding at December 31, 2001            |           |                     | 10,050,717 |                  |   | $ | 10.60 |      
|                                            | Granted   |                     |            | 4,577,607        |   |   |       | 1.42  | 
|                                            | Canceled  |                     |            | (3,242,434       | ) |   |       | 13.04 | 
|                                            | Exercised |                     |            | (884,356         | ) |   |       | 1.09  | 
|                                           
|Outstanding at December 31, 2002            |           |                     | 10,501,534 |                  |   | $ | 6.72  |      
|                                            | Granted   |                     |            | 2,576,100        |   |   |       | 9.83  | 
|                                            | Canceled  |                     |            | (1,609,584       | ) |   |       | 17.51 | 
|                                            | Exercised |                     |            | (4,064,683       | ) |   |       | 3.13  | 
|                                           
|Outstanding at December 31, 2003            |           |                     | 7,403,367  |                  |   | $ | 7.51  |      
|                                            | Granted   |                     |            | 3,929,205        |   |   |       | 29.19 | 
|                                            | Canceled  |                     |            | (445,927         | ) |   |       | 22.11 | 
|                                            | Exercised |                     |            | (2,577,252       | ) |   |       | 4.52  | 
|                                           
|Outstanding at December 31, 2004            |           |                     | 8,309,393  |                  |   | $ | 17.89 |      
|                                           
|Vested and exercisable at December 31, 2004 |           |                     | 2,599,060  |                  |   | $ | 12.71 |      
|                                           









|                |                 |                     |             |                  |                     |                       |  |  |                  |  |                  |             |        |  |                |  |           |  |  |   |        | 
|--------------- | --------------- | ------------------- | ----------- | ---------------- | ------------------- | --------------------- |  |  | ---------------- |  | ---------------- | ----------- | ------ |  | -------------- |  | --------- |  |  | - | ------ | 
|                |                 | Options Outstanding |             |                  | Options Exercisable |                      
|                |                 |                     |             |                  |                     |                      
|                |                 |                     |             | Weighted Average |                     |                       |  |  |                  |  | Weighted Average |            
|Range of        |                 |                     | Number      |                  |                     | Remaining Contractual |  |  | Weighted Average |  |                  | Number      |        |  | Exercise Price | 
|Exercise Prices |                 |                     | Outstanding |                  |                     | Life (in Years)       |  |  | Exercise Price   |  |                  | Exercisable |        |  | per Share      | 
|                |                
|$               | 0.003 - 1.21    |                     |             |                  | 1,524,023           |                       |  |  | 7.12             |  |                  | $           | 1.04   |  |                |  | 795,187   |  |  | $ | 1.03   | 
|                | 1.25 - 2.55     |                     |             |                  | 912,350             |                       |  |  | 6.76             |  |                  |             | 2.07   |  |                |  | 661,969   |  |  |   | 2.09   | 
|                | 2.65 - 3.31     |                     |             |                  | 93,623              |                       |  |  | 7.14             |  |                  |             | 3.17   |  |                |  | 46,409    |  |  |   | 3.22   | 
|                | 3.31 - 6.93     |                     |             |                  | 1,104,809           |                       |  |  | 8.22             |  |                  |             | 6.85   |  |                |  | 248,030   |  |  |   | 6.79   | 
|                | 7.14 - 18.70    |                     |             |                  | 856,614             |                       |  |  | 7.74             |  |                  |             | 16.41  |  |                |  | 420,946   |  |  |   | 15.31  | 
|                | 19.09 - 25.78   |                     |             |                  | 1,296,848           |                       |  |  | 9.43             |  |                  |             | 23.44  |  |                |  | 97,283    |  |  |   | 21.92  | 
|                | 25.84 - 31.69   |                     |             |                  | 833,733             |                       |  |  | 9.53             |  |                  |             | 26.76  |  |                |  | 2,731     |  |  |   | 29.29  | 
|                | 31.80 - 36.36   |                     |             |                  | 833,724             |                       |  |  | 9.32             |  |                  |             | 35.26  |  |                |  | 91,519    |  |  |   | 35.17  | 
|                | 36.60 - 116.38  |                     |             |                  | 852,169             |                       |  |  | 8.51             |  |                  |             | 48.11  |  |                |  | 233,486   |  |  |   | 72.43  | 
|                | 138.00 - 138.00 |                     |             |                  | 1,500               |                       |  |  | 5.01             |  |                  |             | 138.00 |  |                |  | 1,500     |  |  |   | 138.00 | 
|               
|                |                 |                     |             |                  | 8,309,393           |                       |  |  | 8.26             |  |                  | $           | 17.89  |  |                |  | 2,599,060 |  |  | $ | 12.71  | 
|               





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11. RESTRUCTURING AND
FACILITY EXIT CHARGES













|                                       |  |               |       |  |               |   |   |      |  |   |               |   |              |      |     |   |  |   |     | 
|-------------------------------------- |  | ------------- | ----- |  | ------------- | - | - | ---- |  | - | ------------- | - | ------------ | ---- | --- | - |  | - | --- | 
|                                       |  | Accrued       |       |  |               |   |   |      |  |   | Accrued       |  
|                                       |  | Restructuring |       |  |               |   |   |      |  |   | Restructuring |  
|                                       |  | Costs at      |       |  |               |   |   |      |  |   | Costs at      |  
|                                       |  | January 1,    |       |  | Restructuring |   |   | Cash |  |   |               |   | December 31, |     
|2004 Charged to restructuring expense: |  | 2004          |       |  | Charges       |   |   | Paid |  |   | Adjustment    |   |              | 2004 |    
|                                       | 
|Facility exit costs                    |  | $             | 1,133 |  |               | $ |  |      |  | $ | (750          | ) |              | $    |    |   |  | $ | 383 | 
|Severance and professional fees        |  |               | 34    |  |               |   |  |      |  |   |              |   |              |      | (34 | ) |  | $ |    | 
|                                      
|Total                                  |  | $             | 1,167 |  |               | $ |  |      |  | $ | (750          | ) |              | $    | (34 | ) |  | $ | 383 | 
|                                      
|Allocated to:                          |  |               |       |  |               |   |   |      |  |   |               |   |              |      |     |   |  |   |     | 
|Continuing operations                  |  | $             | 1,167 |  |               |   |   |      |  |   |               |   |              |      |     |   |  | $ | 383 | 
|Discontinued operations                |  |               |      |  |               |   |   |      |  |   |               |   |              |      |     |   |  |   |    | 
|                                      
|Total                                  |  | $             | 1,167 |  |               |   |   |      |  |   |               |   |              |      |     |   |  | $ | 383 | 
|                                      

|                                       |  |               |       |  |               |   |     |      |  |   |               |   |  |              |   |  |  |   |       | 
|-------------------------------------- |  | ------------- | ----- |  | ------------- | - | --- | ---- |  | - | ------------- | - |  | ------------ | - |  |  | - | ----- | 
|                                       |  | Accrued       |       |  |               |   |     |      |  |   | Accrued       |  
|                                       |  | Restructuring |       |  |               |   |     |      |  |   | Restructuring |  
|                                       |  | Costs at      |       |  |               |   |     |      |  |   | Costs at      |  
|                                       |  | January 1,    |       |  | Restructuring |   |     | Cash |  |   | Asset         |   |  | December 31, |  
|2003 Charged to restructuring expense: |  | 2003          |       |  | Charges       |   |     | Paid |  |   | Write-offs    |   |  | 2003         |  
|                                       | 
|Facility exit costs                    |  | $             | 1,883 |  |               | $ |    |      |  | $ | (750          | ) |  | $            |  |  |  | $ | 1,133 | 
|Severance and professional fees        |  |               | 24    |  |               |   | 466 |      |  |   | (456          | ) |  |              |  |  |  |   | 34    | 
|                                      
|Total                                  |  | $             | 1,907 |  |               | $ | 466 |      |  | $ | (1,206        | ) |  | $            |  |  |  | $ | 1,167 | 
|                                      
|Allocated to:                          |  |               |       |  |               |   |     |      |  |   |               |   |  |              |   |  |  |   |       | 
|Continuing operations                  |  | $             | 1,892 |  |               | $ |    |      |  |   |               |   |  |              |   |  |  | $ | 1,167 | 
|Discontinued operations                |  |               | 15    |  |               |   | 466 |      |  |   |               |   |  |              |   |  |  |   |      | 
|                                      
|Total                                  |  | $             | 1,907 |  |               | $ | 466 |      |  |   |               |   |  |              |   |  |  | $ | 1,167 | 
|                                      





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|                                       |  |               |        |  |               |   |       |           |  |       |               |   |              |      |   |  |  |   |       | 
|-------------------------------------- |  | ------------- | ------ |  | ------------- | - | ----- | --------- |  | ----- | ------------- | - | ------------ | ---- | - |  |  | - | ----- | 
|                                       |  | Accrued       |        |  |               |   |       |           |  |       | Accrued       |  
|                                       |  | Restructuring |        |  |               |   |       |           |  |       | Restructuring |  
|                                       |  | Costs at      |        |  |               |   |       |           |  |       | Costs at      |  
|                                       |  | January 1,    |        |  | Restructuring |   |       |           |  | Asset |               |   | December 31, |     
|2002 Charged to restructuring expense: |  | 2002          |        |  | Charges       |   |       | Cash Paid |  |       | Write-offs    |   |              | 2002 |  
|                                       | 
|Facility exit costs                    |  | $             | 18,119 |  |               | $ | 1,098 |           |  | $     | (17,334       | ) |              | $    |  |  |  | $ | 1,883 | 
|Severance and professional fees        |  |               | 310    |  |               |   | 1,372 |           |  |       | (1,658        | ) |              |      |  |  |  |   | 24    | 
|                                      
|Total                                  |  | $             | 18,429 |  |               | $ | 2,470 |           |  | $     | (18,992       | ) |              | $    |  |  |  | $ | 1,907 | 
|                                      
|Allocated to:                          |  |               |        |  |               |   |       |           |  |       |               |   |              |      |   |  |  |   |       | 
|Continuing operations                  |  | $             | 18,346 |  |               | $ | 1,653 |           |  |       |               |   |              |      |   |  |  | $ | 1,892 | 
|Discontinued operations                |  |               | 83     |  |               |   | 817   |           |  |       |               |   |              |      |   |  |  |   | 15    | 
|                                      
|Total                                  |  | $             | 18,429 |  |               | $ | 2,470 |           |  |       |               |   |              |      |   |  |  | $ | 1,907 | 
|                                      







|                           |  |   |     | 
|-------------------------- |  | - | --- | 
|                          
|Cost of revenue            |  | $ | 44  | 
|Product development        |  |   | 229 | 
|Sales and marketing        |  |   | 198 | 
|General and administrative |  |   | 114 | 
|                          
|Total                      |  | $ | 585 | 
|                          



|    |                       
|--- | ----------------------
|12. | EMPLOYEE BENEFIT PLANS










|    |                               
|--- | ------------------------------
|13. | RELATED PARTY
    TRANSACTIONS












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|    |                                  
|--- | ---------------------------------
|14. | COMMITMENTS AND
    CONTINGENCIES




Legal Proceedings




Leonard Turroff, et al. vs Ask Jeeves, Inc.,
et al.


American Blind and Wallpaper, Inc. v. Google,
Inc., et al.






90








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Focus Interactive, Inc. v. InfoSpace,
Inc. InfoSpace Sales LLC v. Focus Interactive, Inc.


Mario Cisneros et al. vs. Yahoo! Inc.,
et al.






91








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Indemnifications








|    |                                                
|--- | -----------------------------------------------
|15. | BUSINESS SEGMENT AND GEOGRAPHIC
    INFORMATION












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|          |               |                         |   |         |      |  |   |         |  |  |   |        | 
|--------- | ------------- | ----------------------- | - | ------- | ---- |  | - | ------- |  |  | - | ------ | 
|          |               | Year Ended December 31, |  
|          |               | 2004                    |   |         | 2003 |  |   | 2002    | 
|          |              
|Revenues: |               |                         |   |         |      |  |   |         |  |  |   |       
|          | North America |                         | $ | 206,375 |      |  | $ | 70,019  |  |  | $ | 42,411 | 
|          | Europe        |                         |   | 52,212  |      |  |   | 32,748  |  |  |   | 18,090 | 
|          | Asia          |                         |   | 2,740   |      |  |   | 4,525   |  |  |   | 4,547  | 
|         
|          | Total         |                         | $ | 261,327 |      |  | $ | 107,292 |  |  | $ | 65,048 | 
|         

|                             |               |                         |   |        |      |  |   |        |  |  |   |        | 
|---------------------------- | ------------- | ----------------------- | - | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|                             |               | Year Ended December 31, |  
|                             |               | 2004                    |   |        | 2003 |  |   | 2002   | 
|                             |              
|Property and Equipment, net: |               |                         |   |        |      |  |   |        |  |  |   |       
|                             | North America |                         | $ | 21,809 |      |  | $ | 10,518 |  |  | $ | 10,790 | 
|                             | Europe        |                         |   | 952    |      |  |   | 415    |  |  |   | 132    | 
|                             | Asia          |                         |   |       |      |  |   |       |  |  |   |       | 
|                            
|                             | Total         |                         | $ | 22,761 |      |  | $ | 10,933 |  |  | $ | 10,922 | 
|                            

16. NET INCOME (LOSS) PER
SHARE







|                                              |                                                                                        |                                          |   |            |           |  |   |            |           |  |   |            |       |  
|--------------------------------------------- | -------------------------------------------------------------------------------------- | ---------------------------------------- | - | ---------- | --------- |  | - | ---------- | --------- |  | - | ---------- | ----- | -
|                                              |                                                                                        | Year Ended December 31,                  |  
|                                              |                                                                                        | 2004                                     |   |            | 2003      |  |   | 2002       |          
|                                              |                                                                                       
|Basic and diluted net income (loss) per share |                                                                                        |                                          |   |            |           |  |   |            |           |  |   |           
|                                              | Numerator: Net income (loss)                                                           |                                          | $ | 53,161     |           |  | $ | 26,049     |           |  | $ | (21,303    | )    
|                                             
|                                              | Denominator: Weighted-average shares common stock outstanding                          |                                          |   | 54,051,711 |           |  |   | 44,238,909 |           |  |   | 40,745,809 |      
|                                              | Less: weighted average shares common stock subject to repurchase                       |                                          |   | (1,250     | )         |  |   | (5,448     | )         |  |   | (47,672    | )    
|                                             
|                                              | Weighted-average shares used in calculation of basic net income
    (loss) per share   |                                          |   | 54,050,461 |           |  |   | 44,233,461 |           |  |   | 40,698,137 |      
|                                              | Weighted-average effect of dilutive securities:                                        |                                          |   |            |           |  |   |            |           |  |   |            |      
|                                              |                                                                                        | Warrants                                 |   |            |          |  |   |            | 39,785    |  |   |            |      |  
|                                              |                                                                                        | Employee stock purchase plan             |   |            | 5,668     |  |   |            |          |  |   |            |      |  
|                                              |                                                                                        | Weighted average restricted common stock |   |            | 50,000    |  |   |            | 481,379   |  |   |            |      |  
|                                              |                                                                                        | Employee stock options                   |   |            | 4,900,204 |  |   |            | 6,149,755 |  |   |            |      |  
|                                              |                                                                                        | Convertible subordinated notes           |   |            | 6,804,733 |  |   |            | 3,868,849 |  |   |            |      |  
|                                             
|                                              | Weighted-average shares used in calculation of diluted net
    income (loss) per share |                                          |   | 65,811,066 |           |  |   | 54,773,229 |           |  |   | 40,698,137 |      
|                                             
|                                              | Net income (loss) per share:                                                           |                                          |   |            |           |  |   |            |           |  |   |            |      
|                                              |                                                                                        | Basic                                    |   | $          | 0.98      |  |   | $          | 0.59      |  |   | $          | (0.52 | )
|                                             
|                                              |                                                                                        | Diluted                                  |   | $          | 0.81      |  |   | $          | 0.48      |  |   | $          | (0.52 | )
|                                             







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diluted earnings per share as their
respective exercise prices were more than the average market
value for the respective periods.


17. DISCONTINUED
OPERATIONS













|    |                                         
|--- | ----------------------------------------
|18. | QUARTERLY FINANCIAL DATA
    (UNAUDITED)




|                                    |  |                    |        |  |              |   |        |         |  |   |          |  |  |   |        | 
|----------------------------------- |  | ------------------ | ------ |  | ------------ | - | ------ | ------- |  | - | -------- |  |  | - | ------ | 
|                                    |  | Three Months Ended |       
|2004 (in thousands)                 |  | December 31        |        |  | September 30 |   |        | June 30 |  |   | March 31 | 
|                                    | 
|Revenue                             |  | $                  | 86,103 |  |              | $ | 75,654 |         |  | $ | 60,341   |  |  | $ | 39,229 | 
|Gross profit                        |  | $                  | 59,111 |  |              | $ | 50,640 |         |  | $ | 42,264   |  |  | $ | 33,159 | 
|Operating income                    |  | $                  | 18,111 |  |              | $ | 12,005 |         |  | $ | 11,994   |  |  | $ | 13,898 | 
|Income from continuing operations   |  | $                  | 17,163 |  |              | $ | 10,342 |         |  | $ | 11,561   |  |  | $ | 13,379 | 
|Net income                          |  | $                  | 17,499 |  |              | $ | 10,722 |         |  | $ | 11,561   |  |  | $ | 13,379 | 
|Earnings per ShareBasic:           |  |                    |        |  |              |   |        |         |  |   |          |  |  |   |        | 
|Income from continuing operations   |  | $                  | 0.29   |  |              | $ | 0.18   |         |  | $ | 0.22     |  |  | $ | 0.29   | 
|Income from discontinued operations |  | $                  | .01    |  |              | $ | 0.01   |         |  | $ |         |  |  | $ |       | 
|                                   
|Net income                          |  | $                  | 0.30   |  |              | $ | 0.19   |         |  | $ | 0.22     |  |  | $ | 0.29   | 
|                                   
|Earnings per ShareDiluted:         |  |                    |        |  |              |   |        |         |  |   |          |  |  |   |        | 
|Income from continuing operations   |  | $                  | 0.25   |  |              | $ | 0.15   |         |  | $ | 0.18     |  |  | $ | 0.23   | 
|Income from discontinued operations |  | $                  |       |  |              | $ |       |         |  | $ |         |  |  | $ |       | 
|                                   
|Net income                          |  | $                  | 0.25   |  |              | $ | 0.15   |         |  | $ | 0.18     |  |  | $ | 0.23   | 
|                                   





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|                                           |  |                    |        |  |              |   |        |         |  |   |          |   |  |   |        |  
|------------------------------------------ |  | ------------------ | ------ |  | ------------ | - | ------ | ------- |  | - | -------- | - |  | - | ------ | -
|                                           |  | Three Months Ended |       
|2003 (in thousands)                        |  | December 31        |        |  | September 30 |   |        | June 30 |  |   | March 31 |  
|                                           | 
|Revenue                                    |  | $                  | 31,834 |  |              | $ | 27,176 |         |  | $ | 25,568   |   |  | $ | 22,714 |  
|Gross profit                               |  | $                  | 26,176 |  |              | $ | 21,920 |         |  | $ | 20,082   |   |  | $ | 17,197 |  
|Operating income                           |  | $                  | 7,786  |  |              | $ | 3,931  |         |  | $ | 4,780    |   |  | $ | 2,481  |  
|Income from continuing operations          |  | $                  | 7,638  |  |              | $ | 3,839  |         |  | $ | 4,857    |   |  | $ | 8,451  |  
|Net income                                 |  | $                  | 7,638  |  |              | $ | 6,321  |         |  | $ | 4,399    |   |  | $ | 7,691  |  
|Earnings per ShareBasic:                  |  |                    |        |  |              |   |        |         |  |   |          |   |  |   |        |  
|Income from continuing operations          |  | $                  | 0.16   |  |              | $ | 0.09   |         |  | $ | 0.11     |   |  | $ | 0.20   |  
|Income (loss) from discontinued operations |  |                    |       |  |              | $ | 0.05   |         |  | $ | (0.01    | ) |  | $ | (0.02  | )
|                                          
|Net income                                 |  | $                  | 0.16   |  |              | $ | 0.14   |         |  | $ | 0.10     |   |  | $ | 0.18   |  
|                                          
|Earnings per ShareDiluted:                |  |                    |        |  |              |   |        |         |  |   |          |   |  |   |        |  
|Income from continuing operations          |  | $                  | 0.13   |  |              | $ | 0.07   |         |  | $ | 0.09     |   |  | $ | 0.17   |  
|Income (loss) from discontinued operations |  |                    |       |  |              | $ | 0.04   |         |  | $ | (0.01    | ) |  | $ | (0.01  | )
|                                          
|Net income                                 |  | $                  | 0.13   |  |              | $ | 0.11   |         |  | $ | 0.08     |   |  | $ | 0.16   |  
|                                          





|    |                                  
|--- | ---------------------------------
|19. | SUBSEQUENT EVENTS
    (UNAUDITED)




Lanes Gifts
and Collectibles et al. vs. Yahoo! Inc. et al.








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|        |                                                                                             
|------- | --------------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS
    WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE











|         |                            
|-------- | ---------------------------
|ITEM 9A. | CONTROLS AND
    PROCEDURES




Our Disclosure Controls and Procedures






| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | is recorded, processed, summarized and reported within the time
    periods specified in SEC rules and forms, and                                                                                                
|
| |  | is accumulated and communicated to our management, including our
    principal executive officer and principal financial officer, as
    appropriate to allow timely decisions regarding required
    disclosure.

Managements Report on Internal Control over Financial
Reporting


Internal
Control Integrated Framework.


Inherent Limitations on Effectiveness of Controls








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Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting




Internal ControlIntegrated
Framework














97








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| |                          
| | -------------------------
| | /s/ Ernst & Young
    LLP










|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION










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Part III







|         |                                                       
|-------- | ------------------------------------------------------
|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS
    OF THE REGISTRANT











|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION











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











|         |                                                   
|-------- | --------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND
    RELATED TRANSACTIONS











|         |                                           
|-------- | ------------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND
    SERVICES










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Part IV







|         |                                               
|-------- | ----------------------------------------------
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES






|       |                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------
|(a)(1) | Financial
    Statements.The following are filed as part of
    Item 8 of this annual report on Form 10-K:



| |                                                         
| | --------------------------------------------------------
| | Consolidated Balance Sheets                             
| | Consolidated Statements of Operations                   
| | Consolidated Statements of Stockholders Equity         
| | Consolidated Statements of Cash Flow                    
| | Notes to Consolidated Financial Statements              
| | Reports of Independent Registered Public Accounting Firm



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Financial
    Schedules.Schedule II
    Valuation and Qualifying Accounts appears below. All
    other schedules for which provision is made in the applicable
    accounting regulation of the Securities and Exchange Commission
    have been omitted because the information required to be set
    forth therein is not applicable or is shown in our consolidated
    financial statements or notes thereto. The financial statement
    schedule below should be read in conjunction with the
    consolidated financial statements in Item 8 of this annual
    report on Form 10-K.

ASK JEEVES, INC.


SCHEDULE II


VALUATION AND QUALIFYING ACCOUNTS


(In thousands)


|                              |                                 |            |   |       |           |  |   |            |  |            |        |     |  |  |   |       | 
|----------------------------- | ------------------------------- | ---------- | - | ----- | --------- |  | - | ---------- |  | ---------- | ------ | --- |  |  | - | ----- | 
|                              |                                 | Balance at |   |       | Charge to |  |   |            |  | Balance at |       
|                              |                                 | Beginning  |   |       | Costs and |  |   |            |  | End of     |       
|                              |                                 | of Period  |   |       | Expenses  |  |   | Deductions |  |            | Period |    
|                              |                                
|Year ended December 31, 2004: |                                 |            |   |       |           |  |   |            |  |            |        |     |  |  |   |      
|                              | Allowance for doubtful accounts |            | $ | 1,437 |           |  | $ | 899        |  |            | $      | 873 |  |  | $ | 1,463 | 
|                              | Continuing Ops:                 |            |   | 1,437 |           |  |   |            |  |            |        |     |  |  |   | 1,463 | 
|                              | Discontinued Ops:               |            |   |      |           |  |   |            |  |            |        |     |  |  |   |      | 
|Year ended December 31, 2003: |                                 |            |   |       |           |  |   |            |  |            |        |     |  |  |   |      
|                              | Allowance for doubtful accounts |            | $ | 1,945 |           |  | $ | 391        |  |            | $      | 899 |  |  | $ | 1,437 | 
|                              | Continuing Ops:                 |            |   | 1,593 |           |  |   |            |  |            |        |     |  |  |   | 1,437 | 
|                              | Discontinued Ops:               |            |   | 352   |           |  |   |            |  |            |        |     |  |  |   |      | 
|Year ended December 31, 2002: |                                 |            |   |       |           |  |   |            |  |            |        |     |  |  |   |      
|                              | Allowance for doubtful accounts |            | $ | 1,813 |           |  | $ | 491        |  |            | $      | 359 |  |  | $ | 1,945 | 
|                              | Continuing Ops:                 |            |   | 1,032 |           |  |   |            |  |            |        |     |  |  |   | 1,593 | 
|                              | Discontinued Ops:               |            |   | 781   |           |  |   |            |  |            |        |     |  |  |   | 352   | 
|                             



|    |                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Exhibits.The
    exhibits listed on the Exhibit Index (following the
    Signatures section of this report) are included, or incorporated
    by reference, in this annual report.





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Signatures
and Powers of Attorney






| |                 
| | ----------------
| | ASK JEEVES, INC.



| |     |                    
| | --- | -------------------
| | By: | /s/Steven Berkowitz

| |                        
| | -----------------------
| |                        
| | Steven Berkowitz       
| | Chief Executive Officer





|                                                           |  |                                                                                        |  |               
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | --------------
|Signature                                                  |  | Title                                                                                  |  | Date          
|                                                          
|                                                          
|/s/ A. George (Skip)
    BattleA.
    George (Skip) Battle |  | Executive Chairman of the Board of Directors                                           |  | March 15, 2005
|                                                          
|/s/ Steven BerkowitzSteven
    Berkowitz                   |  | Chief Executive Officer and Director (Principal Executive
    Officer)                 |  | March 15, 2005
|                                                          
|/s/ Steven J. SordelloSteven
    J. Sordello               |  | Executive Vice President and Chief Financial Officer (Principal
    Financial Officer) |  | March 15, 2005
|                                                          
|/s/ Scott T. BauerScott
    T. Bauer                       |  | Vice President and Corporate Controller (Principal Accounting
    Officer)             |  | March 15, 2005
|                                                          
|/s/ David S. CarlickDavid
    S. Carlick                   |  | Director                                                                               |  | March 15, 2005
|                                                          
|/s/ James CasellaJames
    Casella                         |  | Director                                                                               |  | March 15, 2005





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|                                         |  |                                        |  |               
|---------------------------------------- |  | -------------------------------------- |  | --------------
|Signature                                |  | Title                                  |  | Date          
|                                        
|                                        
|/s/ Joshua GoldmanJoshua
    Goldman     |  | Director                               |  | March 15, 2005
|                                        
|/s/ Garrett GruenerGarrett
    Gruener   |  | Director                               |  | March 15, 2005
|                                        
|/s/ James KirsnerJames
    Kirsner       |  | Director, Chair of the Audit Committee |  | March 15, 2005
|                                        
|/s/ Geoffrey Y. YangGeoffrey
    Y. Yang |  | Director                               |  | March 15, 2005





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Exhibit
Index






|            |       |  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- | ----- |  | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       |  | Description
|           
|            |       |  |             | Plans of Acquisition,
    Reorganization, Arrangement, Liquidation or Succession                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 2.1   |  |             | Agreement and Plan of Merger, dated June 29, 1999, by and
    between Ask Jeeves, Inc. and AJ Merger Corporation (previously
    filed as Exhibit 2.1 to the Registrants Annual Report
    on Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                             
|            | 2.2   |  |             | Agreement and Plan of Merger and Reorganization, dated as of
    November 19, 1999, by and among Ask Jeeves, Inc., Net
    Effect Systems, Inc. and Neutral Acquisition Corp. (previously
    filed as Exhibit 2.1 to the Registrants Current
    Report on Form 8-K, filed November 18, 1999, and
    incorporated herein by reference).                                                                                                                                                             
|            | 2.3   |  |             | Agreement and Plan of Merger and Reorganization, dated as of
    January 25, 2000, by and among Ask Jeeves, Inc., Direct Hit
    Technologies, Inc. and Answer Acquisition Corp. (previously
    filed as Exhibit 2.1 to the Registrants Current
    Report on Form 8-K, filed February 14, 2000, and
    incorporated herein by reference).                                                                                                                                                          
|            | 2.4   |  |             | Agreement and Plan of Merger and Reorganization, dated as of
    September 10, 2001, by and among Ask Jeeves, Inc., Answer
    Acquisition Corp. No. 2, and Teoma Technologies, Inc., and
    solely with respect to Article X, Hawk Holdings, LLC, as
    Stockholders Agent, and Chase Manhattan Bank and Trust,
    N.A., as Escrow Agent (previously filed as Exhibit 2.1 to
    the Registrants Current Report on Form 8-K, filed
    September 17, 2001, and incorporated herein by reference).
|            | 2.5   |  |             | Agreement and Plan of Reorganization, dated March 3, 2004,
    by and among Ask Jeeves, Inc., Interactive Search Holdings,
    Inc., Aqua Acquisition Corp. and Aqua Acquisition Holdings LLC
    (previously filed as Exhibit 2.1 to the Registrants
    Current Report on Form 8-K, filed March 5, 2004, and
    incorporated herein by reference).                                                                                                                                                 
|            |       |  |             | Charter Documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 3.1.1 |  |             | Certificate of Incorporation of AJ Merger Corporation,
    predecessor of Ask Jeeves, Inc. (previously filed as
    Exhibit 3.1 to the Registrants Form S-1, filed
    April 30, 1999, and incorporated herein by reference).                                                                                                                                                                                                                                                                         
|            | 3.1.2 |  |             | Amended and Restated Certificate of Incorporation of Ask Jeeves,
    Inc., dated July 6, 1999 (previously filed as
    Exhibit 3.1.2 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                                              
|            | 3.1.3 |  |             | Certificate of Correction of Amended and Restated Certificate of
    Incorporation of Ask Jeeves, Inc., dated as of April 6,
    2001 (previously filed as Exhibit 3.1.3 to the
    Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                                                                                                                                                                                          
|            | 3.1.4 |  |             | Certificate of Designation of Series A Junior Participating
    Preferred Stock of Ask Jeeves, Inc. (previously filed as
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K, filed May 10, 2001, and incorporated herein
    by reference).                                                                                                                                                                                                                                            
|            | 3.1.5 |  |             | Certificate of Ownership and Merger Merging Net Effects Systems,
    Inc. and Direct Hit Technologies, Inc. with and into Ask Jeeves,
    Inc., dated as of December 28, 2000 (previously filed as
    Exhibit 2.4 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                





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|            |            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- | ---------- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |            |  | Description
|           
|            |            |  |             | Bylaws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 3.2        |  |             | Bylaws of Ask Jeeves, Inc. (previously filed as Exhibit 3.4
    to the Registrants Form S-1, filed April 30,
    1999, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 3.2.2      |  |             | Certificate of Amendment of Bylaws of Ask Jeeves, Inc., adopted
    on October 30, 2003 (previously filed as Exhibit 3.2.2
    to the Registrants Annual Report on Form 10-K, filed
    March 1, 2004, and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            |            |  |             | Instruments Defining the Rights
    of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 4.1        |  |             | Specimen Common Stock Certificate of Ask Jeeves, Inc.
    (previously filed as Exhibit 4.2 to the Registrants
    Amendment No. 2 to Form S-1, filed June 7, 1999,
    and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 4.2.1      |  |             | Rights Agreement (commonly called a poison pill
    plan), dated as of April 26, 2001, between Ask
    Jeeves, Inc. and Fleet National Bank, N.A. (previously filed as
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K, filed May 10, 2001, and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 4.2.2      |  |             | Form of Rights Certificate issuable in certain circumstances
    under the Rights Agreement (filed as Exhibit B to the
    Rights Agreement, dated as of April 26, 2001, between Ask
    Jeeves, Inc. and Fleet National Bank, N.A., previously filed as
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K, filed May 10, 2001, and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 4.3.1      |  |             | Indenture (relating to the Zero Coupon Subordinated Convertible
    Notes of Ask Jeeves, Inc.), dated as of June 4, 2003, by
    and between Ask Jeeves, Inc. and The Bank of New York, as
    Trustee (previously filed as Exhibit 4.3.1 to the
    Registrants Form S-3 registration statement, filed
    September 19, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 4.3.2      |  |             | Form of Zero Coupon Convertible Subordinated Note of Ask Jeeves,
    Inc. (included within Exhibit 4.3.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 4.4        |  |             | Form of Stock Resale Agreement, dated March 3, 2004,
    between Ask Jeeves, Inc. and each of the following (stockholders
    of Interactive Search Holdings, Inc.), separately: Bain Capital
    Fund VI, L.P.; BCIP Associates II; BCIP
    Trust Associates II; BCIP Associates II-B; BCIP
    Trust Associates II-B; BCIP Associates II-C; PEP
    Investments PTY LTD.; Sankaty High Yield Asset Partners, L.P.;
    Sankaty High Yield Partners II, L.P.; Brookside Capital
    Partners Fund L.P.; BCI-I, LLC; BCI-II, LLC; RGIP, LLC;
    William Daugherty; J.P. Morgan Partners (BHCA), L.P.; Jonas
    Steinman; Viacom Inc.; Frank William Daugherty, III 2004
    GRAT; and Jonas L. Steinman 2004 GRAT (previously filed as
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K, filed March 5, 2004, and incorporated herein
    by reference).
|            |            |  |             | Equity Compensation Plan
    Documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 10.1.1.1  |  |             | 1996 Equity Incentive Plan (previously filed as
    Exhibit 10.1 to the Registrants Form S-1, filed
    April 30, 1999, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 10.1.1.2  |  |             | Form of Option Agreement for the 1996 Equity Incentive Plan
    (previously filed as Exhibit 10.2 to the Registrants
    Form S-1, filed April 30, 1999, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 10.1.2.1  |  |             | 1999 Equity Incentive Plan, adopted April 16, 1999 and
    approved by Stockholders on May 21, 1999 and May 25,
    2000 (composite plan document reflecting amendments adopted
    through May 15, 2003) (previously filed as Exhibit 4.1
    to the Registrants Form S-8, filed May 15, 2003,
    and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 10.1.2.2  |  |             | Appendix A to the 1999 Equity Incentive Plan, effective as
    of January 1, 2004 (relating to the automatic option grant
    program for eligible directors), including the form of Eligible
    Director Option Agreement (previously filed as
    Exhibit 10.1.2.2 to the Registrants Quarterly Report
    on Form 10-K, filed August 9, 2004, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 10.1.2.3* |  |             | Form of Stock Option Grant Notice for the 1999 Equity Incentive
    Plan and the 1999 Non-Qualified Equity Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 10.1.2.4  |  |             | Form of Option Agreement for the 1999 Equity Incentive Plan
    (previously filed as Exhibit 99.2 to the Registrants
    Form S-8, filed November 15, 2001, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 10.1.2.5  |  |             | Form of Addendum to Stock Option Agreement applicable to certain
    grants under the 1999 Equity Incentive Plan from the Registrant
    to each of A. George (Skip) Battle, Steven Berkowitz,
    Steven Sordello, Heather Staples and Claudio Pinkus (previously
    filed as exhibit 10.1.2.4 to the Registrants
    Form 10-Q filed August 5, 2003 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                            





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|            |           |  |             |                                                                                                                                                                                                                                                                                                                                           
|----------- | --------- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |           |  | Description
|           
|            | 10.1.3.1 |  |             | 1999 Non-Qualified Equity Incentive Plan, as Amended through
    January 10, 2001 (previously filed as Exhibit 99.4 to
    the Registrants Form S-8, filed November 15,
    2001, and incorporated herein by reference).                                                                                                                 
|            | 10.1.3.2 |  |             | Form of Option Agreement for the 1999 Non-Qualified Equity
    Incentive Plan (previously filed as Exhibit 99.5 to the
    Registrants Form S-8, filed November 15, 2001,
    and incorporated herein by reference).                                                                                                                     
|            | 10.1.3.3 |  |             | 2002 UK Approved Rules for Grants under the 1999 Non-Qualified
    Equity Plan (the UK Sub Plan), as adopted by the
    Registrant on January 13, 2003 (previously filed as
    Exhibit 10.1.3.3 to the Registrants Form 10-Q,
    filed May 2, 2003, and incorporated herein by reference).                                           
|            | 10.1.4   |  |             | 1999 Employee Stock Purchase Plan, as amended through
    May 25, 2000 (previously filed as Exhibit 99.3 to the
    Registrants Form S-8, filed November 15, 2001,
    and incorporated herein by reference).                                                                                                                            
|            |           |  |             | Other Compensation-Related
    Agreements                                                                                                                                                                                                                                                                                                 
|            | 10.2.1.1 |  |             | Offer letter dated as of December 8, 2000, by and between
    Ask Jeeves, Inc. and A. George (Skip) Battle (previously
    filed as Exhibit 10.40 to the Registrants Annual
    Report on Form 10-K, filed April 2, 2001, and
    incorporated herein by reference).                                                                     
|            | 10.2.1.2 |  |             | Offer letter of New Terms of Employment, dated April 3,
    2001, by and between Ask Jeeves, Inc. and A. George (Skip)
    Battle (previously filed as Exhibit 10.41 to the
    Registrants Quarterly Report on Form 10-Q, filed
    August 14, 2001, and incorporated herein by reference).                                             
|            | 10.2.1.3 |  |             | Severance Benefits Letter Agreement, dated as of
    November 14, 2002, by and between Ask Jeeves, Inc. and
    A. George (Skip) Battle (previously filed as
    Exhibit 10.2.3.3 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                    
|            | 10.2.1.4 |  |             | Severance Benefits Letter Agreement, dated January 19,
    2005, by and between Ask Jeeves, Inc. and A. George (Skip)
    Battle (previously filed as Exhibit 10.1 to the
    Registrants Current Report on Form 8-K, filed
    January 25, 2005 and incorporated herein by reference).                                                  
|            | 10.2.2.1 |  |             | Promissory Note, dated March 15, 2001, by and between Ask
    Jeeves, Inc. and Steven J.Sordello (previously filed as
    Exhibit 10.43 to the Registrants Quarterly Report on
    Form 10-Q, filed August 14, 2001, and incorporated
    herein by reference).                                                                          
|            | 10.2.2.2 |  |             | Severance Benefits Letter Agreement, dated as of
    November 14, 2002, by and between Ask Jeeves, Inc. and
    Steven J. Sordello (previously filed as
    Exhibit 10.2.4.2 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                         
|            | 10.2.2.3 |  |             | Addendum to Stock Option Agreement regarding the April 1,
    2003 stock option grant under the 1999 Equity Incentive Plan
    from the Registrant to Steven J. Sordello (previously filed
    as Exhibit 10.2.4.3 to the Registrants Quarterly
    Report on Form 10-Q, filed August 5, 2003, and
    incorporated herein by reference).
|            | 10.2.2.4 |  |             | Restricted Stock Award Agreement under the 1999 Equity Incentive
    Plan by and between Ask Jeeves, Inc. and Steven J.
    Sordello, dated September 30, 2003 (previously filed as
    Exhibit 10.2.4.4 to the Registrants Quarterly Report
    on Form 10-Q, filed November 4, 2003, and incorporated
    herein by reference).        
|            | 10.2.2.5 |  |             | Severance Benefits Letter Agreement, dated January 19,
    2005, by and between Ask Jeeves, Inc. and Steve Sordello
    (previously filed as Exhibit 10.3 to the Registrants
    Current Report on Form 8-K, filed January 25, 2005 and
    incorporated herein by reference).                                                           
|            | 10.2.3.1 |  |             | Offer letter dated April 23, 2001, by and between Ask
    Jeeves, Inc. and Steven Berkowitz (previously filed as
    Exhibit 10.42 to the Registrants Quarterly Report on
    Form 10-Q, filed August 14, 2001, and incorporated
    herein by reference).                                                                               
|            | 10.2.3.2 |  |             | Severance Benefits Letter Agreement, dated as of
    November 14, 2002, by and between Ask Jeeves, Inc. and
    Steven Berkowitz (previously filed as Exhibit 10.2.6.2 to
    the Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                               
|            | 10.2.3.3 |  |             | Restricted Stock Award Agreement under the 1999 Equity Incentive
    Plan by and between Ask Jeeves, Inc. and Steven Berkowitz, dated
    September 30, 2003 (previously filed as
    Exhibit 10.2.6.3 to the Registrants Quarterly Report
    on Form 10-Q, filed November 4, 2003, and incorporated
    herein by reference).          





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|            |           |  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- | --------- |  | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |           |  | Description
|           
|            | 10.2.3.4 |  |             | Severance Benefits Letter Agreement, dated January 19,
    2005, by and between Ask Jeeves, Inc. and Steve Berkowitz
    (previously filed as Exhibit 10.2 to the Registrants
    Current Report on Form 8-K, filed January 25, 2005 and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                              
|            | 10.2.4.1 |  |             | Incentive Agreement, entered into as of January 2, 2001, by
    and between Ask Jeeves, Inc. and Claudio Pinkus (previously
    filed as Exhibit 10.45.1 to the Registrants Annual
    Report on Form 10-K, filed February 28, 2002, and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                              
|            | 10.2.4.2 |  |             | Amendment to Incentive Agreement, dated June 18, 2001, by
    and between Ask Jeeves, Inc. and Claudio Pinkus (previously
    filed as Exhibit 10.45.2 to the Registrants Annual
    Report on Form 10-K, filed February 28, 2002, and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                
|            | 10.2.4.3 |  |             | Second Amendment to Incentive Agreement, entered into as of
    August 29, 2001, by and between Ask Jeeves, Inc. and
    Claudio Pinkus (previously filed as Exhibit 10.45.3 to the
    Registrants Annual Report on Form 10-K, filed
    February 28, 2002, and incorporated herein by reference).                                                                                                                                                                                                                                                                                          
|            | 10.2.4.4 |  |             | Third Amendment to Incentive Agreement, entered into as of
    November 17, 2001, by and between Ask Jeeves, Inc. and
    Claudio Pinkus (previously filed as Exhibit 10.45.4 to the
    Registrants Annual Report on Form 10-K, filed
    February 28, 2002, and incorporated herein by reference)                                                                                                                                                                                                                                                                                          
|            | 10.2.4.5 |  |             | Severance Benefits Letter Agreement, dated as of
    November 14, 2002, by and between Ask Jeeves, Inc. and
    Claudio Pinkus (previously filed as Exhibit 10.2.7.5 to the
    Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                     
|            | 10.2.4.6 |  |             | Severance Agreement by and between Ask Jeeves, Inc. and Claudio
    Pinkus, dated August 28, 2003 (previously filed as
    Exhibit 10.2.7.6 to the Registrants Quarterly Report
    on Form 10-Q, filed November 4, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                         
|            | 10.2.5.1 |  |             | Form of Indemnity Agreement by and between Ask Jeeves, Inc. and
    each of its then-current directors and executive officers
    (previously filed as Exhibit 10.27 to the Registrants
    Amendment No. 1 to Form S-1, filed May 10, 1999,
    and incorporated herein by reference).                                                                                                                                                                                                                                                                                                      
|            | 10.2.5.2 |  |             | Form of Indemnification Agreement, entered into in May 2003 (or
    subsequently) between Ask Jeeves, Inc. and each of
    A. George (Skip) Battle, David Carlick, Joshua Goldman,
    Garrett Gruener, James Kirsner, Geoffrey Y. Yang, Scott
    Bauer, Steve Berkowitz, Adrian Cox, Jim Diaz, Paul Gardi, Scott
    Garell, John Scott Lomond, Tuoc Luong, Claudio Pinkus, Brett
    Robertson, Steve Sordello, Heather Staples and Mark Stein
    (previously filed as Exhibit 10.2.8.2 to the
    Registrants Form 10-Q, filed August 5, 2003 and
    incorporated herein by reference).
|            | 10.2.6.1 |  |             | Offer Letter dated November 25, 2002 by and between Ask
    Jeeves, Inc. and Brett M. Robertson (previously filed as
    Exhibit 10.2.9.2 to the Registrants Quarterly Report
    on Form 10-Q, filed May 3, 2004, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                
|            | 10.2.6.2 |  |             | Severance Benefits Letter Agreement, dated as of
    December 3, 2002, by and between Ask Jeeves, Inc. and
    Brett M. Robertson (previously filed as
    Exhibit 10.2.9.1 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                              
|            | 10.2.6.3 |  |             | Severance Benefits Letter Agreement, dated January 19,
    2005, by and between Ask Jeeves, Inc. and Brett M.
    Robertson (previously filed as Exhibit 10.4 to the
    Registrants Current Report on Form 8-K, filed
    January 25, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                           
|            | 10.2.7   |  |             | Severance Benefits Letter Agreement, dated as of
    November 14, 2002, by and between Ask Jeeves, Inc. and
    Heather J. Staples (previously filed as
    Exhibit 10.2.10.1 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                            
|            | 10.2.8.1 |  |             | Offer Letter dated October 27, 2003 by and between Ask
    Jeeves Internet Ltd. and Adrian Cox (previously filed as
    Exhibit 10.2.12.1 to the Registrants Quarterly Report
    on Form 10-Q, filed May 3, 2004, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                
|            | 10.2.8.2 |  |             | Severance Benefits Letter Agreement, dated January 25,
    2005, by and between Ask Jeeves Internet Ltd., Ask Jeeves, Inc.
    and Adrian Cox (previously filed as Exhibit 10.1 to the
    Registrants Current Report on Form 8-K, filed
    January 27, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                         
|            | 10.2.9.1 |  |             | Offer letter dated April 30, 2004 by and between Ask
    Jeeves, Inc. and F. William Daugherty, III (previously
    filed as Exhibit 10.5 to the Registrants Current
    Report on Form 8-K, filed July 20, 2004, and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                 





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|            |            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- | ---------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |            |  | Description
|           
|            | 10.2.9.2   |  |             | Non-Competition Agreement, dated March 3, 2004, between Ask
    Jeeves, Inc. and F. William Daugherty, III (previously
    filed as Exhibit 10.4 to the Registrants Current
    Report on Form 8-K, filed March 5, 2004, and
    incorporated herein by reference).                                                                                                                                                                                                                               
|            | 10.2.10.1 |  |             | Offer letter dated April 30, 2004 by and between Ask
    Jeeves, Inc. and Jonas Steinman (previously filed as
    Exhibit 10.6 to the Registrants Current Report on
    Form 8-K, filed July 20, 2004, and incorporated herein
    by reference).                                                                                                                                                                                                                                                 
|            | 10.2.10.2  |  |             | Non-Competition Agreement, dated March 3, 2004, between Ask
    Jeeves, Inc. and Jonas Steinman (previously filed as
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K, filed March 5, 2004, and incorporated herein
    by reference).                                                                                                                                                                                                                                          
|            | 10.2.11*  |  |             | Resolution adopted by the Board of Directors of Ask Jeeves, Inc.
    at a meeting November 4, 2004 regarding director compensation.                                                                                                                                                                                                                                                                                                                                                                
|            | 10.2.12*  |  |             | Ask Jeeves Executive Management Cash Bonus Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 10.2.13*  |  |             | Summary Sheet of bonus payments and compensation changes for Ask
    Jeeves Named Executive Officers.                                                                                                                                                                                                                                                                                                                                                                                             
|            |            |  |             | Material
    U.S. Leases                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 10.3.1     |  |             | Office Lease dated as of April 29, 1999, by and between Ask
    Jeeves, Inc. and Emery Station Associates, L.L.C. (previously
    filed as Exhibit 10.28 to the Registrants Amendment
    No. 2 to Form S-1, filed June 7, 1999, and
    incorporated herein by reference).                                                                                                                                                                                                                       
|            | 10.3.2     |  |             | Master Lease Agreement dated as of June 15, 1999, by and
    between Ask Jeeves, Inc. and Comdisco, Inc. (previously filed as
    Exhibit No. 4 to the Registrants Amendment
    No. 4 to Form S-1, filed June 29, 1999, and
    incorporated herein by reference).                                                                                                                                                                                                                               
|            | 10.3.3     |  |             | Lease Amendment and Termination Agreement, made February 4,
    2002, by and between Ask Jeeves, Inc., as Tenant, and Oakland
    City Center LLC, as Landlord (previously filed as
    Exhibit 10.48 to the Registrants Annual Report on
    Form 10-K, filed February 28, 2002, and incorporated
    herein by reference).                                                                                                                                                                      
|            | 10.3.4     |  |             | Lease (for Ask Jeeves new headquarters space in Oakland,
    CA) dated as of June 30, 2004, by and between Ask Jeeves,
    Inc. and 555 Twelfth Street Venture, LLC (previously filed as
    Exhibit 10.3.4 to the Registrants Quarterly Report on
    Form 10-K, filed August 9, 2004, and incorporated
    herein by reference).                                                                                                                                                               
|            | 10.3.5.1   |  |             | Lease (for Ask Jeeves offices in Irvington, NY), dated
    July 27, 1999 by and between Focus Interactive, Inc.
    (formerly known as CTC Bulldog, Inc.) and Bridge Street
    Properties LLC (previously filed as Exhibit 10.1.1 to the
    Registrants Current Report on Form 8-K, filed
    July 20, 2004, and incorporated herein by reference).                                                                                                                                            
|            | 10.3.5.2   |  |             | Amended Lease (for Ask Jeeves offices in Irvington, NY),
    dated September 22, 2002, by and between Focus Interactive,
    Inc. (formerly known as iWon, Inc.) and Bridge Street Properties
    LLC (previously filed as Exhibit 10.1.2 to the
    Registrants Current Report on Form 8-K, filed
    July 20, 2004, and incorporated herein by reference).                                                                                                                                     
|            |            |  |             | Ask Jeeves U.K.
    Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 10.4.1     |  |             | Agreement Relating to the Sale and Purchase of the Entire Issued
    Share Capital of Carlton & Granada Internet Limited,
    dated as of February 7, 2002, by and among the Registrant,
    Carlton Communications PLC, Granada Media Group Limited,
    Carlton & Granada Internet Limited, Ask Jeeves (Jersey)
    Limited and Ask Jeeves International, Inc. (previously filed as
    Exhibit 2.1 to the Registrants Form S-3, filed
    March 6, 2002, and incorporated herein by reference).
|            | 10.4.2     |  |             | Further Supplemental Partnership Deed relating to Ask Jeeves UK,
    dated February 14, 2002, by and among the Registrant,
    Carlton Communications PLC, Granada Media Group Limited,
    Carlton & Granada Internet Limited, Ask Jeeves (Jersey)
    Limited, Ask Jeeves International Inc. and Ask Jeeves UK
    (previously filed as Exhibit 10.49 to the Registrants
    Quarterly Report on Form 10-Q, filed April 30, 2002,
    and incorporated herein by reference).                    





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|            |           |  |             |                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- | --------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |           |  | Description
|           
|            | 10.4.3    |  |             | Tax Deed relating to the acquisition of the entire issued share
    capital of Carlton & Granada Internet Limited, dated
    March 6, 2002, by and among the Registrant, Carlton
    Communications PLC and Granada Media Group Limited (previously
    filed as Exhibit 10.50 to the Registrants Quarterly
    Report on Form 10-Q, filed April 30, 2002, and
    incorporated herein by reference).               
|            | 10.4.4    |  |             | Underlease, dated March 15, 2000, by and between
    City & General (West End) Limited and the Ask Jeeves UK
    Partnership (previously filed as Exhibit 10.4.4 to the
    Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                                                                                                                
|            |           |  |             | Ask Jeeves Japan Joint Venture
    Agreements                                                                                                                                                                                                                                                                                                                                                                        
|            | 10.5.1   |  |             | Joint Venture Agreement by and between Trans Cosmos Inc. USA
    Pacific Holdings Company III, and Ask Jeeves International,
    Inc., dated as of August 31, 2000 (previously filed as
    Exhibit 10.5.1 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                      
|            | 10.5.2.1 |  |             | Distribution and License Agreement by and between Ask Jeeves
    International, Inc., the Registrant, Transcosmos, inc. and Ask
    Jeeves Kabushiki Kaisha (also known as A.J.J. Co., Ltd., in
    English) (AJ Japan), dated as of August 31,
    2000 (previously filed as Exhibit 10.5.2.1 to the
    Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).
|            | 10.5.2.2 |  |             | Amendment No. 1 to the Distribution and License Agreement
    by and between Ask Jeeves International, Inc. and AJ Japan,
    dated as of December 1, 2000 (previously filed as
    Exhibit 10.5.2.2 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                            
|            | 10.5.2.3 |  |             | Amendment No. 2 to the Distribution and License Agreement
    by and between Ask Jeeves International, Inc. and AJ Japan,
    dated as of January 1, 2002 (previously filed as
    Exhibit 10.5.2.3 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                             
|            | 10.5.2.4 |  |             | First Amended and Restated Distribution and License Agreement by
    and between Ask Jeeves International, Inc., AJ Japan, the
    Registrant and Trans Cosmos, Inc., dated as of June 1, 2003
    (previously filed as Exhibit 10.5.2.4 to the
    Registrants Quarterly Report on Form 10-Q, filed
    November 8, 2004, and incorporated herein by reference).                                                   
|            | 10.5.3   |  |             | Hosted Services Agreement by and between Ask Jeeves
    International, Inc. and AJ Japan, dated August 23, 2004
    (previously filed as Exhibit 10.5.3 to the
    Registrants Quarterly Report on Form 10-Q, filed
    November 8, 2004, and incorporated herein by reference).                                                                                                                                    
|            |           |  |             | Warrants to Purchase Common
    Stock of the Registrant                                                                                                                                                                                                                                                                                                                                                              
|            | 10.6.1    |  |             | Warrant to purchase 15,000 shares of Common Stock
    granted by the Registrant to Antenna Group Provided, dated as of
    June 30, 1998 (previously filed as Exhibit 4.3 to the
    Registrants Amendment No. 1 to Form S-1, filed
    May 10, 1999, and incorporated herein by reference).                                                                                                                        
|            | 10.6.2    |  |             | Warrant to purchase 105,000 shares of Common Stock
    granted by the Registrant to Boris Katz, dated as of
    July 26, 2001 (previously filed as Exhibit 4.7 to the
    Registrants Annual Report on Form 10-K, filed
    February 28, 2002, and incorporated herein by reference).                                                                                                                               
|            | 10.6.3    |  |             | Warrant to purchase 70,000 shares of Common Stock
    granted by the Registrant to Patrick Winston, dated as of
    July 26, 2001 (previously filed as Exhibit 4.8 to the
    Registrants Annual Report on Form 10-K, filed
    February 28, 2002, and incorporated herein by reference).                                                                                                                           





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|            |            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- | ---------- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |            |  | Description
|           
|            |            |  |             | Registration Rights
    Agreements                                                                                                                                                                                                                                                                                                                                                              
|            | 10.7.1     |  |             | Form of Registration Rights Agreement, between Ask Jeeves, Inc.
    and Stockholders of Net Effect Systems, Inc. (previously filed
    as Exhibit 10.35 to the Registrants Amendment
    No. 1 to Form S-1, filed February 23, 2000, and
    incorporated herein by reference).                                                                                                                
|            | 10.7.2     |  |             | Registration Rights Agreement, dated September 10, 2001, by
    and between Ask Jeeves, Inc. and the multiple parties listed
    therein (previously filed as Exhibit 10.44 to the
    Registrants Current Report on Form 8-K, filed
    September 17, 2001, and incorporated herein by reference).                                                                                            
|            | 10.7.3     |  |             | Registration Rights Agreement (relating to the Zero Coupon
    Subordinated Convertible Notes), dated as of June 4, 2003,
    by and between Ask Jeeves, Inc. and Credit Suisse First Boston
    LLC, as initial purchaser (previously filed as
    Exhibit 10.7.3 to the Registrants Form S-3
    registration statement, filed September 19, 2003, and
    incorporated herein by reference).
|            |            |  |             | Agreements with Google
    Inc.                                                                                                                                                                                                                                                                                                                                                                 
|            | 10.8.1.1  |  |             | Advertising Services Agreement, dated July 17, 2002, by and
    between Ask Jeeves, Inc. and Google Inc. (previously filed as
    Exhibit 10.52 to the Registrants Quarterly Report on
    Form 10-Q, filed August 14, 2002, and incorporated
    herein by reference).                                                                                                                        
|            | 10.8.1.2  |  |             | Amendment Number One to Advertising Services Agreement, dated
    October 23, 2002, by and between Ask Jeeves, Inc. and
    Google Inc. (previously filed as Exhibit 10.8.2 to the
    Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                                                                                
|            | 10.8.1.3  |  |             | Amended and Restated Advertising Services Agreement, dated
    July 26, 2004, by and between Ask Jeeves, Inc. and Google
    Inc. (previously filed as Exhibit 10.8.1.3 to the
    Registrants Quarterly Report on Form 10-Q, filed
    November 8, 2004, and incorporated herein by reference).                                                                                               
|            | 10.8.1.4* |  |             | Amendment Number One, dated November 10, 2004, to Amended
    and Restated Advertising Services Agreement by and between Ask
    Jeeves, Inc. and Google Inc.                                                                                                                                                                                                                                   
|            | 10.8.2.1  |  |             | Google Services Agreement, dated May 15, 2003, by and
    between the Ask Jeeves UK Partnership and Google Technology,
    Inc. (previously filed as Exhibit 10.1 to the
    Registrants Current Report on Form 8-K dated
    May 15, 2003, filed May 29, 2003, and incorporated
    herein by reference).                                                                                     
|            | 10.8.2.2  |  |             | First Amendment to Google Services Agreement and Order Form,
    dated July 26, 2004, by and between Ask Jeeves Europe
    Limited (as assignee of the Ask Jeeves UK Partnership) and
    Google Technology, Inc. (previously filed as
    Exhibit 10.8.2.2 to the Registrants Quarterly Report
    on Form 10-Q, filed November 8, 2004, and incorporated
    herein by reference).           
|            | 10.8.2.3* |  |             | Second Amendment, dated November 24, 2004, to Google
    Services Agreement and Order Form by and between Ask Jeeves
    Europe Limited (as assignee of the Ask Jeeves UK Partnership)
    and Google Technology, Inc.                                                                                                                                                                          
|            | 10.8.3.1  |  |             | Google Services Agreement and related Order Form, dated
    May 23, 2003, by and between Google Technology Inc. and
    Focus Interactive, Inc. (formerly known as The Excite Network,
    Inc.) (previously filed as Exhibit 10.3.1 to the
    Registrants Current Report on Form 8-K, filed
    July 20, 2004, and incorporated herein by reference).                                        
|            | 10.8.3.2  |  |             | Amendment No. 1 to Google Order Form (amending the Order
    Form dated May 23, 2003), dated September 19, 2003, by
    and between Google Inc. and Focus Interactive, Inc. (previously
    filed as Exhibit 10.3.2 to the Registrants Current
    Report on Form 8-K, filed July 20, 2004, and
    incorporated herein by reference).                                                         
|            | 10.8.3.3  |  |             | Amendment Number One to Google Services Agreement, dated
    July 26, 2004, by and between Focus Interactive, Inc. and
    Google Inc. (previously filed as Exhibit 10.8.3.3 to the
    Registrants Quarterly Report on Form 10-Q, filed
    November 8, 2004, and incorporated herein by reference).                                                                                          
|            | 10.8.3.4* |  |             | Amendment Number Two, dated December 15, 2004, to Google
    Services Agreement by and between Focus Interactive, Inc. and
    Google Inc.                                                                                                                                                                                                                                                      
|            | 10.8.4    |  |             | Google Services Agreement (Content Targeting), dated
    September 19, 2003, by and between Google Inc. and Focus
    Interactive, Inc. (previously filed as Exhibit 10.4 to the
    Registrants Current Report on Form 8-K, filed
    July 20, 2004, and incorporated herein by reference).                                                                                                   





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|            |            |  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------- | ---------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |            |  | Description
|           
|            |            |  |             | Miscellaneous Material
    Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 10.9.1    |  |             | Agreement by and between Ask Jeeves, Inc. and The Wodehouse
    No. 3 Trust, dated as of January 1, 2000 (previously
    filed as Exhibit 10.9 to the Registrants Annual
    Report on Form 10-K, filed March 12, 2003, and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 10.9.2    |  |             | First Amendment to Agreement by and between Ask Jeeves, Inc. and
    The Wodehouse No. 3 Trust, dated as of May 9, 2003
    (previously filed as Exhibit 10.9.2 to the
    Registrants Form 10-Q filed August 5, 2003 and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 10.10.1   |  |             | DART Service Agreement for Publishers by and between DoubleClick
    Inc. and Ask Jeeves, Inc., effective as of March 31, 1999
    (previously filed as Exhibit 10.10.1 to the
    Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 10.10.2   |  |             | Addendum No. 1 to DART Service Agreement for Publishers by
    and between DoubleClick Inc. and Ask Jeeves, Inc., effective as
    of October 1, 2000 (previously filed as
    Exhibit 10.10.2 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 10.10.3   |  |             | Addendum No. 2 to DART Service Agreement for Publishers by
    and between DoubleClick Inc. and Ask Jeeves, Inc., effective as
    of March 30, 2001 (previously filed as Exhibit 10.10.3
    to the Registrants Annual Report on Form 10-K, filed
    March 12, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 10.10.4   |  |             | DFP Extension Addendum No. 3 to DART Service Agreement for
    Publishers by and between DoubleClick Inc. and Ask Jeeves, Inc.,
    effective as of November 1, 2002 (previously filed as
    Exhibit 10.10.4 to the Registrants Annual Report on
    Form 10-K, filed March 12, 2003, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 10.10.5.1  |  |             | DoubleClick Master Services Agreement (the
    U.S. Master Agreement) by and between
    DoubleClick, Inc. and Ask Jeeves, Inc., dated February 27,
    2004 (previously filed as Exhibit 10.10.5.1 to the
    Registrants Quarterly Report on Form 10-Q, filed
    May 3, 2004, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 10.10.5.2 |  |             | DART Services Attachment for Publishers (the DFP
    Attachment to the U.S. Master Agreement) by and
    between DoubleClick, Inc. and Ask Jeeves, Inc., dated
    February 27, 2004 (previously filed as
    Exhibit 10.10.5.2 to the Registrants Quarterly Report
    on Form 10-Q, filed May 3, 2004, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 10.10.6.1  |  |             | DoubleClick European Master Services Agreement (the
    European Master Agreement) by and between
    DoubleClick, Inc. and Ask Jeeves Europe, Ltd., dated
    February 27, 2004 (previously filed as
    Exhibit 10.10.6.1 to the Registrants Quarterly Report
    on Form 10-Q, filed May 3, 2004, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 10.10.6.2 |  |             | DART Services Attachment for Publishers (the DFP
    Attachment to the European Master Agreement) by and
    between DoubleClick, Inc. and Ask Jeeves Europe, Ltd., dated
    February 27, 2004 (previously filed as
    Exhibit 10.2.9.2 to the Registrants Quarterly Report
    on Form 10-Q, filed May 3, 2004, and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 10.11      |  |             | Asset Purchase Agreement dated May 28, 2003 (relating to
    the disposition of the Jeeves Solutions assets) by and between
    Ask Jeeves, Inc., as seller, and Kanisa Inc., as buyer,
    (previously filed as Exhibit 10.1 to the Registrants
    Current Report on Form 8-K dated May 28, 2003, filed
    May 29, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 10.12.2    |  |             | Form of Standstill Agreement, dated March 3, 2004, between
    Ask Jeeves, Inc. and each of the following (stockholders of
    Interactive Search Holdings, Inc.), separately: Bain Capital
    Fund VI, L.P.; BCIP Associates II; BCIP
    Trust Associates II; BCIP Associates II-B; BCIP
    Trust Associates II-B; BCIP Associates II-C; PEP
    Investments PTY LTD.; Sankaty High Yield Asset Partners, L.P.;
    Sankaty High Yield Partners II, L.P.; Brookside Capital
    Partners Fund L.P.; BCI-I, LLC; BCI-II, LLC; RGIP, LLC;
    William Daugherty; J.P. Morgan Partners (BHCA), L.P.; Jonas
    Steinman; Frank William Daugherty, III 2004 GRAT; and
    Jonas L. Steinman 2004 GRAT (previously filed as
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K, filed March 5, 2004, and incorporated herein
    by reference).
|            | 10.13.1   |  |             | S&P Comstock Information Distribution License Agreement,
    dated January 13, 2000, by and between S&P ComStock,
    Inc. and Focus Interactive, Inc. (formerly known as iWon, Inc.)
    (previously filed as Exhibit 10.2.1 to the
    Registrants Current Report on Form 8-K, filed
    July 20, 2004, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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|            |          |  |             |                                                                                                                                                                                                                                                                                                                                                                                              
|----------- | -------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |          |  | Description
|           
|            | 10.13.2 |  |             | Amendment Number 1 to Information Distribution License
    Agreement, dated December 5, 2001, by and between S&P
    ComStock Inc. and Focus Interactive, Inc. (formerly known as
    iWon, Inc.) (previously filed as Exhibit 10.2.2 to the
    Registrants Current Report on Form 8-K, filed
    July 20, 2004, and incorporated herein by reference).                                    
|            | 10.13.3 |  |             | Amendment Number 2 to Information Distribution License
    Agreement, dated December 5, 2001, by and between S&P
    ComStock Inc. and Focus Interactive, Inc. (formerly known as
    iWon, Inc. and as The Excite Network, Inc.) (previously filed as
    Exhibit 10.2.3 to the Registrants Current Report on
    Form 8-K, filed July 20, 2004, and incorporated herein
    by reference).
|            |          |  |             | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                               
|            | 14.1     |  |             | Code of Ethics of the Registrant, as currently in effect
    (previously filed as Exhibit 14.1 to the Registrants
    Annual Report on Form 10-K, filed March 1, 2004, and
    incorporated herein by reference).                                                                                                                                                                           
|            |          |  |             | Significant
    Subsidiaries                                                                                                                                                                                                                                                                                                                                                                 
|            | 21.1*    |  |             | List of significant subsidiaries of Ask Jeeves, Inc.                                                                                                                                                                                                                                                                                                                                         
|            |          |  |             | Auditors Consent                                                                                                                                                                                                                                                                                                                                                                            
|            | 23.1*    |  |             | Consent of Independent Registered Public Accounting Firm
    (Ernst & Young LLP)                                                                                                                                                                                                                                                                                                             
|            |          |  |             | Certifications                                                                                                                                                                                                                                                                                                                                                                               
|            | 31.1*    |  |             | Certification of Steven Berkowitz under Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                   
|            | 31.2*    |  |             | Certification of Steven J. Sordello under Section 302
    of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                 
|            | 32.1*    |  |             | Certifications under Section 906 of the Sarbanes-Oxley Act
    of 2002.                                                                                                                                                                                                                                                                                                                      






| |   |                
| | - | ---------------
| | * | Filed herewith.

| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Denotes a management contract or compensatory plan.                                                                                                                  
| |  | Portions of this exhibit were omitted and filed separately with
    the U.S. Securities and Exchange Commission pursuant to a
    request for confidential treatment.





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