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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



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(Amendment No. 1)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2002



or



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



For the transition period from
             to



Commission File Number 000-24289



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CLICK2LEARN, INC.

(Exact name of registrant as specified in its charter)



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



110-110th Avenue
NE, Bellevue, Washington 98004

(Address of principal executive offices) (Zip Code)



(425) 462-0501

(Registrants telephone number, including area code)



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

None



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



Common
Stock, $0.01 par value per share

(Title of class)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



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



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



The aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 28, 2002 was $24,064,972. For the purposes of this calculation, the registrants officers,
directors and holders of more than 10% of the registrants common equity as of June 28, 2002 are assumed to be affiliates.



The number of shares outstanding of the registrants common stock as of March 1, 2003 was 24,937,164.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the definitive Proxy Statement to be delivered to stockholders
in connection with the Annual Meeting of Stockholders to be held on May 28, 2003 are incorporated by reference into Part III.



Explanatory Note



We are filing this Amendment No. 1 to our Annual Report on Form 10-K in response to comments received by us from the Staff of the Securities and Exchange
Commission. Unless otherwise stated, all information contained in the amendment is as of April 1, 2003, the filing date of our original Annual Report on Form 10-K for the fiscal year ended December 31, 2002. This amendment does not change the
previously reported financial statements.



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CLICK2LEARN, INC.



FORM 10-K



FOR THE YEAR ENDED DECEMBER 31, 2002



INDEX



|               |  |                                                                                       |  |   
|-------------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I         |  |                                                                                      
|Item 1.        |  | Business                                                                              |  | 1 
|Item 2.        |  | Properties                                                                            |  | 7 
|Item 3.        |  | Legal Proceedings                                                                     |  | 8 
|Item 4.        |  | Submission of Matters to a Vote of Security Holders                                   |  | 8 
|               | 
|PART II        |  |                                                                                      
|Item 5.        |  | Market for Registrants Common Stock and Related Stockholder Matters                  |  | 9 
|Item 6.        |  | Selected Consolidated Financial Data                                                  |  | 10
|Item 7.        |  | Managements Discussion and Analysis of Results of Operations and Financial Condition |  | 11
|Item 7a.       |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 31
|Item 8.        |  | Financial Statements and Supplementary Data                                           |  | 32
|Item 9.        |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |  | 57
|               | 
|PART III       |  |                                                                                      
|Item 10.       |  | Directors and Executive Officers of the Registrant                                    |  | 58
|Item 11.       |  | Executive Compensation                                                                |  | 58
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 58
|Item 13.       |  | Certain Relationships and Related Transactions                                        |  | 58
|Item 14.       |  | Controls and Procedures                                                               |  | 58
|               | 
|PART IV        |  |                                                                                      
|Item 15.       |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 59
|               | 
|Signatures     |  | 62                                                                                   
|               | 
|Certifications |  | 63                                                                                   



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##### Table of Contents

PART I



This Annual Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact we make in this Annual Report are forward-looking. Such forward-looking statements involve
risks and uncertainties, including, among other things, statements regarding our anticipated costs and expenses and revenue mix. Such forward-looking statements include, among others, those statements including the words expect,
anticipate, intend, believe and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences
include, but are not limited to those discussed in the section Managements Discussion and Analysis of Financial Condition and Results of OperationsFactors That May Affect Future Results of Operations. You are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or
circumstances after the date of this document.



Item 1. Business



Overview and History



We are a leading developer and provider of enterprise
learning solutions for businesses, government agencies and educational institutions. The primary technology underlying these solutions is the Aspen Enterprise Productivity Suite (Aspen), which combines collaborative content development,
comprehensive learning management and virtual classroom systems into a single, integrated product suite with a unified architecture and user experience. With the Aspen suite and our related software products and professional services, our customers
can improve productivity and increase revenue by creating, managing and delivering timely information and training across their extended enterprise of employees, suppliers, distributors and customers. Our customers can further increase the
interactivity and personalization of the Aspen suite by adding additional Aspen modules such as personalized delivery, collaboration centers and performance management. The Aspen suite is a web-based system that is designed to be open, flexible and
scalable and easily customized to meet unique customer needs. Our customers are in a broad range of industries including financial services, accounting, healthcare, insurance, technology, manufacturing, telecommunications, transportation, utilities,
government and education.



We were originally incorporated as
Asymetrix Corporation in the State of Washington in 1984 and have developed and marketed a wide range of software products. In 1995 we began to focus our business on the enterprise learning market and released our first authoring tool focused
specifically on the creation of online learning content. We created our first learning management system in 1997 and our first web-based collaborative content development system in 1999. As a result of our decision to focus on the enterprise
learning market, we divested several product lines and made a number of acquisitions to strengthen our position in this market, and we changed our name to Asymetrix Learning Systems, Inc. In connection with our initial public offering in June 1998,
we reincorporated as a Delaware corporation and in 2001 we changed our name to Click2learn, Inc.



In 2002 we limited our services offerings to those directly related to the implementation and support of the Aspen suite and our other software products
and discontinued offering custom content development services. In January 2002 we entered into an agreement to sell the majority of our custom content development business to NIIT (USA), Inc. (NIIT), the U.S. operation of NIIT Limited, a
global custom software development firm. The sale closed in the first quarter, but did not include our contract to provide custom content development services for the Washington Army National Guard. We continued to provide custom content development
services to the Washington Army National Guard until July 2002, when we reached agreement to terminate the contract and transition the work in process to another contractor. Upon termination of our contract with the Washington Army National Guard we
had discontinued all custom content development operations. Pursuant to Statement of



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##### Table of Contents

Financial Accounting Standards No. 144, revenue and expenses related to our custom content development business have been reclassified as Income (Loss) from
Discontinued Operations in our financial statements for 2002 and prior years. This reclassification is reflected in any discussion or description of the results from these periods.



Segment Financial Information



We report revenue in three separate categories related to the different components of our business:



| |  | Platforms revenue includes software licenses, subscription and hosting fees, implementation, customization, consulting, training and support related to the Aspen suite, our Ingenium
learning management system, which is the precursor product to the Aspen Learning Management Server, and our e-Learning Network, which is no longer offered to new customers. Platforms revenue contributed 49%, 68% and 77% of our total revenue from
continuing operations in 2000, 2001 and 2002, respectively.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Tools revenue includes software licenses, technical support and training related to our ToolBook line of products. Tools revenue contributed 34%, 22% and 14% of our total revenue
from continuing operations in 2000, 2001 and 2002, respectively.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Content Services revenue includes the placement of Click2learn personnel at customer sites on a time and material basis, the resale of third party off the shelf training content and
license and hosting fees for our Rapid e-Learning Development System, which is no longer offered to new customers. Content Services revenue contributed 17%, 10% and 9% of our total revenue from continuing operations in 2000, 2001 and 2002,
respectively.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We track direct costs of providing
the products and services in these three segments and report the gross margin for each of these segments. See Item 8, in particular our Consolidated Statements of Operations and the notes thereto, for the revenue from continuing operations and gross
margin for each segment. We do not separately track indirect costs by segment and do not report profit or loss on a segment basis. We do not allocate total assets by segment.



Products and Services



We offer the following products and services:



Aspen Enterprise Productivity Suite. Aspen is a suite of three software products, each of which can be implemented on a stand-alone basis or in any
combination, together with a set of optional modules to extend the interactivity, personalization or functionality of the basic Aspen products. The Aspen product suite unifies collaborative content development, comprehensive learning management and
virtual classrooms for real-time collaborative learning sessions in an integrated system designed to be open, flexible, modular, and scalable. We anticipate that by the end of the first quarter of 2003 the Aspen suite will be available in multiple
languages including U.S. and U.K. English, French, German, Italian, European and Latin American Spanish and Japanese.



Each product in the Aspen suite is designed to offer comprehensive support for industry standards such as SCORM and AICC and to work together with other
standards-compliant enterprise learning products. Aspen can be integrated with other enterprise applications such as systems for enterprise resource planning, supply chain and customer relationship management, human resources, e-commerce and
financial management. We offer Aspen as a behind-the-firewall solution for implementation on our customers information systems or hosted at our data center. Aspen can be licensed on a perpetual or subscription basis.



The Aspen suite includes the following three basic products, which are
generally licensed based on the number of individual named users or, for the Aspen Virtual Classroom Server, concurrent users of the particular product:



| |  | Aspen Learning Content Management Server (Aspen LCMS). Aspen LCMS enables customers to collaboratively create standards-compliant learning
content in the form of reusable learning objects.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Aspen LCMS is designed to provide the instructional design, workflow, collaboration and management capabilities that enable a distributed team of subject
matter experts, instructional designers and software developers to rapidly and cost-effectively develop engaging and flexible enterprise learning courses. Courses created with Aspen LCMS are designed to integrate with other standards-compliant
learning management systems.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Aspen Learning Management Server (Aspen LMS). Aspen LMS is designed to allow organizations to manage learning resources from a central location and provide
managers throughout the organization with access to those resources. Aspen LMS manages online learning, instructor-led training and other types of learning through a single interface, enabling organizations to efficiently use learning resources from
a variety of sources, including custom content created with Aspen LCMS and other standards-compliant content authoring programs, as well as commercially available content offerings.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Aspen Virtual Classroom Server (Aspen VCS). Aspen VCS is designed to allow organizations to provide real-time learning with streaming audio and video over the
Internet or intranet in an environment that enables enhanced interactivity among learners and between learners and presenters. Aspen VCS enables students to interact through a shareable white board, public and private chat, application sharing,
breakout sessions, polling and Q&A. With Aspen VCS, presenters can create interactive training sessions using existing materials or materials created for the session. Aspen VCS can capture and categorize virtual classroom sessions, which can
then be used to create new learning materials.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition to the three basic Aspen products, there are a number of optional modules to extend the interactivity, personalization or functionality of the basic Aspen products. The optional modules include:



| |  | Collaboration Center. The Aspen Collaboration Center module can be used with any of Aspen LCMS, Aspen LMS or Aspen VCS to increase interaction among users and between users
and experts. The Collaboration Center module enables threaded discussion groups, instant messaging, expert communities, searchable archives of expert interactions, response tracking and reporting on collaboration activity.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Personalized Delivery. The Aspen Personalized Delivery module can be used with Aspen LCMS and Aspen LMS to increase the personalization of the learning experience. The
Personalized Delivery Module includes support for incremental content modifications, adaptive learning, dynamic personal study plans, context sensitive searching, collaborative study aids, post assessments and personalized feedback.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Performance Management. The Aspen Performance Management module can be used with Aspen LMS to enhance the functionality related to skills, performance and employee
development. The Performance Management module includes skill and competency profiles, skill gap analysis, skill certification management, employee development planning, self and full 360° employee competency assessments, competency modeling and
assessment analysis and reporting.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Information Management. The Aspen Information Management module can be used with Aspen LCMS and Aspen LMS to enable easy publishing of any type of knowledge document to the
Aspen platform. The Information Management module includes user defined cataloging for documents and courses, secure document access, document usage tracking, website management and reporting and analysis tools.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Auditing. The Aspen Auditing module can be used with Aspen LMS to provide an audit trail of training taken and other interactions. The Auditing module creates an archive of
all transactions within Aspen LMS including transaction type, user, date and time.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ToolBook Products. In addition to Aspen, we offer our ToolBook Instructor and ToolBook Assistant enterprise learning content creation products
targeted at small teams or individual authors that do not require the



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collaborative capabilities and learning object functionality of Aspen LCMS. These products enable our customers to create their own media-rich interactive
learning content for deployment on the Aspen platform, other standards-compliant learning management systems or CD-ROM. ToolBook Instructor is a multimedia development system for creating sophisticated applications and simulations that is targeted
at professional software developers. ToolBook Instructor has been incorporated into the Aspen platform for use with Aspen LCMS as the Aspen Simulation Editor. ToolBook Assistant is designed to be an easy-to-use authoring product that automates much
of the process of developing learning applications and is targeted at learning professionals or content experts. Both products are licensed on a per copy basis.



Professional Services. We complement our Aspen and ToolBook product offerings with a range of professional services to enable our customers to
implement, evaluate and maintain their enterprise learning solutions. Our professional services offerings include:



| |  | Strategic Consulting. We assist our customers in evaluating their enterprise learning needs, using enterprise learning to increase effectiveness or add value to current
offerings, developing enterprise learning business models, defining a solution that best meets their enterprise learning needs and providing on-going consulting on the effectiveness of their solution and return on investment.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Systems Integration. We provide the services necessary to implement and customize our customers enterprise learning solutions and to integrate Aspen with our
customers content, information systems and enterprise applications.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Training and Technical Support. We offer training that helps organizations become more self-reliant in the use of our products and in enterprise learning generally, and we
offer technical support and maintenance packages for our products.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Backlog



As of December 31, 2002 we had
firm backlog orders of approximately $11.4 million up 93% from $5.9 million of firm backlog from continuing operations at December 31, 2001. Backlog consists primarily of Aspen implementation services work contracted but not performed, the
unperformed portion of subscription licenses and support contracts for the Aspen platform and the ToolBook products, and pre-purchases of foreign languages or other software modules prior to general release. We expect most of the current backlog
will be completed during the current fiscal year, but any changes to overall backlog will depend on the number of new orders for Aspen implementations, subscription licenses and product support agreements in place during the year.



Customers



We provide our enterprise learning products and services to customers across a broad range of industries including financial
services, accounting, health care, insurance, computer software, manufacturing, networking, telecommunications, government and education. The following is a partial list of our significant customers in 2002:



|                                                                                                                                                   |  |                                                                                                                                    
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|Technology/Telecommunications AT&T
Charter Communications Fujitsu Network Communications Microsoft Symantec Vodafone Williams Information Services |  | Health Care Exempla Health Care Blue Cross Blue Shield Medco Health Solutions Medstar Health Memorial Sloan-Kettering Cancer Center



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|                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Financial Services American Express Barclays Bank CUNA Mutual Group Deloitte & Touche Fidelity Investments Standard & Poors  Government/Education/Non-profit American Cancer Society Johns Hopkins University State of Maine U.S. Army |  | Other Industries Accenture LLP Albertsons Inc. American Airlines Cendant Deloitte Consulting Eastman Kodak Equity Office Properties Express Personnel Services Gulfstream Aerospace Northeast Utilities Pfizer SAIC Southern Company The Thomson Corporation



Microsoft accounted
for 13.7% of our total consolidated revenue from continuing operations during 2002. No other single customer accounted for 10% or more of our total consolidated revenue from continuing operations in any of the last three fiscal years.



Competition



The enterprise learning market is a new market that is quickly evolving and subject to rapid technological change. The
market is also highly fragmented, with no single competitor holding a dominant market position. We face competition from a variety of public and private companies in different segments of the enterprise learning market. Based on annual revenues, we
are the second largest of three public companies focused on the enterprise learning market, these competitors are Docent, Inc. and Saba Software, Inc. We also compete with other public enterprise software companies who have product offerings
targeting the enterprise learning market, but these companies do not separately report revenues from these product offerings so we cannot quantify our competitive position against these companies such as Peoplesoft, SAP, and IBM. We also compete
with a number of privately-held companies focused on enterprise learning, such as Plateau Systems, Thinq Learning Solutions, Inc., Pathlore Software Corporation and KnowledgePlanet.com, Inc. Because these companies do not publicly report their
revenues, we cannot quantify our competitive position against these companies.



The Aspen platform faces competition from vendors of other enterprise learning or learning content management systems, as well as from other enterprise software vendors who offer enterprise learning solutions. Our
ToolBook products face competition from other web authoring products. Because there are relatively low barriers to entry in this market, new competitors may enter this market in the future.



The principal competitive factors affecting the market for enterprise
learning include:



| |  | the features and functionality of enterprise learning solutions;
| | - | ----------------------------------------------------------------



| |  | scalability and the ability to integrate with a variety of content and other enterprise learning and enterprise software products;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  | pricing;
| | - | --------



| |  | customer service and support;
| | - | -----------------------------



| |  | reputation and financial position of the provider;
| | - | --------------------------------------------------



| |  | the scope and quality of professional services offered; and
| | - | -----------------------------------------------------------



| |  | the effectiveness of sales and marketing efforts.
| | - | -------------------------------------------------



We believe our solutions compete favorably with respect to most if not all of these factors, and that the fully integrated, open and scalable nature of the Aspen suite is
the most positive competitive factor in our favor, while the most significant negative factor is our current cash balance relative to our competitors.



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Sales and Marketing



As of December 31, 2002, our combined sales and marketing organization consisted of 82 employees based at our corporate headquarters in Bellevue,
Washington and at other locations throughout the United States, Canada, and the United Kingdom. We sell our solutions primarily through a direct sales force consisting of field sales representatives focused on selling larger Aspen implementations
and related services. We also have inside sales representatives focused on selling the ToolBook authoring products and smaller Aspen licenses. Our sales organization also includes sales engineers who provide technical expertise, architect the
technical aspects of our enterprise learning solutions, assist in proposal preparation and provide ongoing sales support. We use resellers primarily to market our enterprise learning solutions outside North America and we have established several
reseller relationships to bring the Aspen platform to markets in Europe, South Africa, and the Pacific Rim. Sales to resellers accounted for 3% of total revenue from continuing operations in 2002. We expect to appoint additional resellers in the
future.



We conduct a variety of marketing programs to promote
our enterprise learning solutions, including advertising in national business and technology magazines and trade publications, major trade shows, direct mail and e-mail campaigns, public seminars, web-based seminars, and public relations activities
focused on company news and successful applications of our enterprise learning solutions. In cooperation with VNU Business Media, the publisher of Training magazine, we are founding sponsors of the largest enterprise learning conference in
the industry. The next conference will be held in September 2003 in Los Angeles. We also participate as an exhibitor and speaker at numerous training and enterprise learning trade shows and we maintain an area on our web site where potential
customers can obtain information about enterprise learning and our solutions.



Research and Development



We believe our
long-standing focus on technology has attracted qualified engineering and other technical personnel and has contributed to our core technology capabilities. In May 2001, we significantly enhanced our engineering team with the acquisition of
IntelliPrep Technologies, Incorporated (IntelliPrep), which brought a number of engineers who had previously held senior positions within Microsoft Corporations engineering organization. Our principal research and development
groups are located in Bellevue, Washington; Rochester, New York and Hyderabad, India. Research and development expenses were $9.5 million, $8.9 million and $8.6 million in 2000, 2001 and 2002, respectively, and represented 37%, 28% and 28% of total
revenue from continuing operations in those periods.



We
believe our future success will depend on our ability to continue to enhance our enterprise learning solutions to keep pace with competitive product and service offerings, new technologies and industry standards, and diverse and changing customer
requirements. As a result, we actively participate in a number of standards bodies and are taking an active role in defining standards for the enterprise learning industry. We expect to continue to commit significant resources to research and
development of our enterprise learning solutions in the future.



Proprietary
Rights



Our enterprise learning solutions are based on
technology that is primarily internally developed, although some portions are licensed from third parties. We rely on a combination of copyrights, trademarks, trade secret laws, restrictions on disclosure and other methods to protect our
intellectual property. We also enter confidentiality agreements with our employees and consultants, and control access to our proprietary information. Despite our precautions, however, unauthorized parties may copy or otherwise obtain or use our
intellectual property and other companies may independently develop equivalent technology or intellectual property.



We use the following trademarks in the conduct of our business: CLICK2LEARN, ASPEN, TOOLBOOK ASSISTANT and TOOLBOOK INSTRUCTOR.



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Employees



As of December 31, 2002, we had 243 full-time employees, including 53 in research and development, 82 in sales and marketing and technical support, 73 in
professional services and 35 in operations and administration. None of our employees are represented by a labor union. We have not experienced any work stoppages and we consider our relations with our employees to be good.



International Revenue and Operations



International revenue, based on the country where the customer placing the
order is located, accounted for 11%, 18% and 15% of our total revenue from continuing operations for 2000, 2001 and 2002, respectively. See Item 8, specifically note 15 to our consolidated financial statements, for information on the total revenue
from continuing operations attributable to, and long-lived assets located in, the United States and foreign countries for each of the last three fiscal years.



In addition to our direct sales efforts, we rely on independent partners in foreign countries to help conduct our international sales and marketing
efforts. We intend to continue to expand internationally by releasing Aspen in additional languages and establishing additional reseller relationships to expand the geographic reach of our enterprise learning solutions. Our success in international
markets consequently will depend to a large degree on the success of these independent partners, over which we have little control. If they are unwilling or unable to dedicate sufficient resources to our relationships, our international operations
will suffer.



In November 2002 we established an office in
Hyderabad, India to increase our research and development and implementation services capacity at a lower cost than would be possible by adding this capacity in the United States. We rely on this office to enable us to complete customer
implementation projects and new releases of Aspen on time and within our established budgets. As of March 1, 2003 we had 59 employees in this office, up from 30 on December 31, 2002, and we expect to continue to add additional employees there during
the year. Should our operations in Hyderabad be disrupted for any significant period of time, it could prevent us from completing customer implementations or new releases of Aspen in a timely manner, which could cause our business to suffer.



Our efforts in Hyderabad and elsewhere abroad are subject to a
number of risks inherent in international operations, including:



| |  | diversion of management attention;
| | - | ----------------------------------



| |  | difficulties and costs of staffing and managing foreign offices;
| | - | ----------------------------------------------------------------



| |  | different learning styles and cultures;
| | - | ---------------------------------------



| |  | numerous and potentially conflicting regulatory requirements;
| | - | -------------------------------------------------------------



| |  | export controls, import tariffs and other barriers to trade;
| | - | ------------------------------------------------------------



| |  | changes in laws or governmental policies;
| | - | -----------------------------------------



| |  | reduced protection of intellectual property rights;
| | - | ---------------------------------------------------



| |  | regional political and economic instability; and
| | - | ------------------------------------------------



| |  | fluctuations in currency exchange rates.
| | - | ----------------------------------------



Item 2. Properties



Our corporate
headquarters and executive offices are located in Bellevue, Washington in approximately 39,363 square feet of leased office space, with the lease term expiring in December 2008. We also maintain offices in Fort Worth, Texas; Framingham,
Massachusetts; Rochester, New York; London, England and Hyderabad, India. During 2002 we closed several additional offices in connection with the discontinuance of our custom content development business. We believe that our current facilities will
be adequate to meet our needs, or that alternate leased space will be available at reasonable rates to meet our needs for the foreseeable future.



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Item 3. Legal Proceedings



From
time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. We are not a party to any litigation or other legal proceeding that, in the opinion of management, could have a material adverse effect on
our business, operating results and financial condition, except as described below.



Richard B. Grant v. Asymetrix Corporation, No. CV-96-3635 HLH, Central District of California. On May 21, 1996, Richard B. Grant filed a complaint alleging that our ToolBook and Multimedia ToolBook
products infringe a patent owned by him and seeking unspecified damages. We have received an opinion from patent counsel that the products do not infringe this patent and that the patent is invalid. This action is still in the discovery stage, and
it is not yet possible to assess the likelihood of its outcome. Currently discovery in the case has been stayed pending the courts ruling on the interpretation of the patent claims. Although we believe that we do not infringe this patent and
that the patent is invalid, and although we intend to defend this action vigorously, the results of this litigation can not be predicted with certainty. An adverse outcome in this litigation could have a material adverse effect on our business,
operating results and financial condition. Moreover, the costs of defending the action, regardless of outcome, could be time-consuming, distract management personnel and have a negative effect on our business.



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



Not applicable.



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PART II



Item 5. Market for Registrants Common Stock and Related Stockholder Matters



Since our initial public offering, our common stock has been listed on the Nasdaq National Market, originally under the symbol ASYM and currently under
the symbol CLKS. The following table sets forth the high and low sales prices per share for each fiscal quarter during 2001 and 2002.



|               |  |      |       |     |   |     
|-------------- |  | ---- | ----- | --- | - | ----
|Fiscal Quarter |  | High |       | Low
|2001           |  |      |       |     |   |     
|First Quarter  |  | $    | 10.25 |     | $ | 1.03
|Second Quarter |  |      | 2.73  |     |   | 1.00
|Third Quarter  |  |      | 4.35  |     |   | 1.50
|Fourth Quarter |  |      | 3.82  |     |   | 2.25
|               |  |     
|2002           |  |      |       |     |   |     
|First Quarter  |  | $    | 5.05  |     | $ | 2.40
|Second Quarter |  |      | 4.90  |     |   | 1.55
|Third Quarter  |  |      | 1.89  |     |   | 0.23
|Fourth Quarter |  |      | 1.30  |     |   | 0.52



As of March 1, 2003,
there were 221 holders of record of our common stock. Because brokers and other institutions hold many of the shares on behalf of stockholders, we are unable to estimate the actual number of stockholders represented by these record holders. We have
never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to finance growth. We do not anticipate paying any cash dividends in the foreseeable future.



Recent Sales of Unregistered Securities



In connection with the extension and increase of our line of credit with
Silicon Valley Bank, on December 6, 2002 we issued Silicon Valley Bank a warrant for the purchase of 181,324 shares of common stock at an exercise price of $1.10 per share. The warrant was issued to a single accredited investor in reliance on
Section 4(2) of the Securities Act of 1933 as amended. The shares issuable upon exercise of the warrant have not been registered for resale. The warrant has a seven year term and is exercisable at any time prior to its expiration date in whole or in
part upon the payment of the exercise price for the number of shares with respect to which the warrant is being exercised. In addition, the warrant may be exercised on a net exercise basis, pursuant to which the exercise price for an exercise of the
warrant is paid by the cancellation of a portion of the shares being exercised having a fair market value equal to the exercise price for all the shares being exercised.



Restrictions on Dividends and Distributions



Loan covenants in connection with our line of credit with Silicon Valley Bank restrict us from paying any dividends or
making other distributions.



9



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##### Table of Contents

Item 6. Selected Consolidated Financial Data



|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                              |  | Years Ended December 31,              |       
|                                                              |  | 1998                                  |        |   | 1999 |   |         | 2000 |  |   | 2001    |   |  | 2002 |        
|                                                              |  | (In thousands, except per share data) |       
|Statement of Operations Data:                                 |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Revenue:                                                      |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Platforms                                                     |  | $                                     | 2,549  |   |      | $ | 5,643   |      |  | $ | 12,494  |   |  | $    | 21,046  |   |  | $ | 23,345  |  
|Tools                                                         |  |                                       | 17,914 |   |      |   | 15,312  |      |  |   | 8,602   |   |  |      | 6,983   |   |  |   | 4,290   |  
|Content services                                              |  |                                       | 1,464  |   |      |   | 2,736   |      |  |   | 4,399   |   |  |      | 3,180   |   |  |   | 2,842   |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total revenue                                                 |  |                                       | 21,927 |   |      |   | 23,691  |      |  |   | 25,495  |   |  |      | 31,209  |   |  |   | 30,477  |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cost of revenue:                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Platforms                                                     |  |                                       | 623    |   |      |   | 1,258   |      |  |   | 1,903   |   |  |      | 3,536   |   |  |   | 5,550   |  
|Tools                                                         |  |                                       | 2,934  |   |      |   | 3,646   |      |  |   | 1,821   |   |  |      | 1,546   |   |  |   | 1,083   |  
|Content services                                              |  |                                       | 1,829  |   |      |   | 2,259   |      |  |   | 3,888   |   |  |      | 2,879   |   |  |   | 2,472   |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total cost of revenue                                         |  |                                       | 5,386  |   |      |   | 7,163   |      |  |   | 7,612   |   |  |      | 7,961   |   |  |   | 9,105   |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Gross margin                                                  |  |                                       | 16,541 |   |      |   | 16,528  |      |  |   | 17,883  |   |  |      | 23,248  |   |  |   | 21,372  |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Operating expenses:                                           |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Research and development                                      |  |                                       | 6,113  |   |      |   | 7,425   |      |  |   | 9,535   |   |  |      | 8,869   |   |  |   | 8,619   |  
|Sales and marketing                                           |  |                                       | 14,149 |   |      |   | 15,977  |      |  |   | 20,530  |   |  |      | 18,536  |   |  |   | 16,595  |  
|General and administrative                                    |  |                                       | 5,767  |   |      |   | 5,227   |      |  |   | 6,623   |   |  |      | 6,457   |   |  |   | 5,997   |  
|Amortization of goodwill                                      |  |                                       |       |   |      |   |        |      |  |   |        |   |  |      | 433     |   |  |   |        |  
|Employee severance                                            |  |                                       |       |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | 485     |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total operating expenses                                      |  |                                       | 26,029 |   |      |   | 28,629  |      |  |   | 36,688  |   |  |      | 34,295  |   |  |   | 31,696  |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Operating loss from continuing operations                     |  |                                       | (9,488 | ) |      |   | (12,101 | )    |  |   | (18,805 | ) |  |      | (11,047 | ) |  |   | (10,324 | )
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Other income (expense)                                        |  |                                       | 2,760  |   |      |   | 856     |      |  |   | 475     |   |  |      | (200    | ) |  |   | (190    | )
|Income (loss) from discontinued operations                    |  |                                       | 1,569  |   |      |   | 1,240   |      |  |   | 1,544   |   |  |      | (8,334  | ) |  |   | (7,600  | )
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss                                                      |  |                                       | (5,159 | ) |      |   | (10,005 | )    |  |   | (16,786 | ) |  |      | (19,581 | ) |  |   | (18,114 | )
|Accretion of redemption value of redeemable common stock      |  |                                       | (1,370 | ) |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Non cash dividend associated with preferred stock             |  |                                       |       |   |      |   | (2,754  | )    |  |   |        |   |  |      |        |   |  |   |        |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss attributable to common stockholders                  |  | $                                     | (6,529 | ) |      | $ | (12,759 | )    |  | $ | (16,786 | ) |  | $    | (19,581 | ) |  | $ | (18,114 | )
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Amounts per share, basic and diluted:                         |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loss from continuing operations                               |  | $                                     | (0.63  | ) |      | $ | (0.77   | )    |  | $ | (1.08   | ) |  | $    | (0.57   | ) |  | $ | (0.43   | )
|Income (loss) from discontinued operations                    |  |                                       | 0.15   |   |      |   | 0.08    |      |  |   | 0.09    |   |  |      | (0.42   | ) |  |   | (0.31   | )
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss                                                      |  |                                       | (0.49  | ) |      |   | (0.68   | )    |  |   | (0.99   | ) |  |      | (0.99   | ) |  |   | (0.74   | )
|Accretion of redemption value of redeemable common stock      |  |                                       | (0.13  | ) |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Non cash dividend associated with preferred stock             |  |                                       |       |   |      |   | (0.19   | )    |  |   |        |   |  |      |        |   |  |   |        |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss attributable to common stockholders                  |  | $                                     | (0.62  | ) |      | $ | (0.87   | )    |  | $ | (0.99   | ) |  | $    | (0.99   | ) |  | $ | (0.74   | )
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Weighted average common shares outstanding, basic and diluted |  |                                       | 10,599 |   |      |   | 14,626  |      |  |   | 16,956  |   |  |      | 19,748  |   |  |   | 24,393  |  
|                                                              |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Balance Sheet Data:                                           |  |                                       |        |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash and cash equivalents                                     |  | $                                     | 21,713 |   |      | $ | 19,481  |      |  | $ | 15,321  |   |  | $    | 9,553   |   |  | $ | 3,586   |  
|Working capital                                               |  |                                       | 24,913 |   |      |   | 27,818  |      |  |   | 21,801  |   |  |      | 20,877  |   |  |   | 2,900   |  
|Total assets                                                  |  |                                       | 43,622 |   |      |   | 49,406  |      |  |   | 44,880  |   |  |      | 39,354  |   |  |   | 25,473  |  
|Long-term obligations                                         |  |                                       | 268    |   |      |   | 92      |      |  |   | 4       |   |  |      | 417     |   |  |   |        |  
|Stockholders equity                                          |  |                                       | 37,010 |   |      |   | 41,355  |      |  |   | 35,053  |   |  |      | 29,560  |   |  |   | 12,226  |  

---

|(a) | Historical information was restated to reflect the combination of Click2learn and Meliora in 1998, accounted for as a pooling-of-interests.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Historical information was restated to reflect the accounting for discontinued operations.
|--- | ------------------------------------------------------------------------------------------

|(c) | Historical results of operations are not necessarily indicative of future results. Refer to the Factors that May Affect Future Results of Operations under Item 7:
Managements Discussion and Analysis of Financial Condition and Results of Operations for the discussion of factors which may impact future results.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



The following discussion of the financial condition and results of operations of Click2learn should be read in conjunction with Click2learns
Condensed Consolidated Financial Statements and related Notes thereto included elsewhere in this Report.



Overview



We are a
leading developer and provider of enterprise learning solutions for companies, government agencies and educational institutions. We design, develop, market, license and support an integrated suite of enterprise software products and related services
that allow our customers to cost-effectively create, personalize and manage the delivery of learning and knowledge content. Our flagship product, the Aspen Enterprise Productivity Suite, combines collaborative content development, comprehensive
learning management and virtual classroom systems into a single, integrated product suite with a unified architecture and user experience. We provide our products and services to customers across a broad range of industries including financial
services, accounting, healthcare, insurance, technology, manufacturing, telecommunications, transportation, utilities, government and education.



We report revenue in three separate categories related to the different components of our business:



| |  | Platforms revenue includes software licenses, subscription and hosting fees, implementation, customization, consulting, training and support related to the Aspen suite, our Ingenium
learning management system, which is the precursor product to the Aspen Learning Management Server, and our e-Learning Network, which is no longer offered to new customers.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Tools revenue includes software licenses, technical support and training related to our ToolBook line of products.
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | Content Services revenue includes the placement of Click2learn personnel at customer sites on a time and material basis, the resale of third party off the shelf training content and
license and hosting fees for our Rapid e-Learning Development System, which is no longer offered to new customers. During 2002 we discontinued our custom content development business, which had been the primary source of revenue from Content
Services in prior years. Current and prior years revenue and expenses for this portion of the business have been reclassified as income or loss from discontinued operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Critical Accounting Policies and Estimates



Our critical accounting policies and estimates are as follows:



| |  | Revenue recognition
| | - | -------------------



| |  | Estimating allowances for sales returns and the allowance for doubtful accounts
| | - | -------------------------------------------------------------------------------



| |  | Valuation of goodwill
| | - | ---------------------



Revenue Recognition. We recognize revenue pursuant to the requirements of Statement of Position No. 97-2, Software Revenue Recognition
(SOP 97-2), as amended by Statement of Position No. 98-9, Software Revenue Recognition with Respect to Certain Arrangements. Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when
persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable, collectibility is probable and the arrangement does not require significant customization of the software.



For all sales, we use either a binding purchase order or signed agreement,
depending on the nature of the transaction, as evidence of an arrangement. Sales through our significant resellers are evidenced by a master agreement governing the relationship.



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For software license fees in single element arrangements and multiple element arrangements, which do not
include customization or consulting services, delivery typically is deemed to occur when the product is shipped to customers.



At the time of each transaction, we assess whether the fee associated with our revenue is fixed and determinable and whether or not collection is
probable. We assess whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after our normal payment terms, based upon a variable matrix such as a minimum level
of distribution or subject to refund (other than refunds for warranty claims or our uncured defaults), we account for the fee as not being fixed and determinable. In these cases, we defer revenue and recognize it when it becomes due and payable.



We assess the probability of collection based on a number of
factors, including past transaction history with the customer and the current financial condition of the customer. We do not request collateral from our customers. If we determine at the time of the transaction that collection of a fee is not
probable, we defer revenue until the time collection becomes probable, generally when payment is received.



For multiple element arrangements, when company-specific objective evidence of fair value exists for all of the undelivered elements of the arrangement,
but does not exist for one or more of the delivered elements in the arrangement, we recognize revenue under the residual method. Under the residual method, at the outset of the arrangement with a customer, we defer revenue for the fair value of its
undelivered elements such as consulting services and product support and upgrades, and recognize the revenue for the remainder of the arrangement fee attributable to the elements initially delivered, such as software licenses, when the criteria in
SOP 97-2 have been met. Company-specific objective evidence is established for support and upgrades of standard products for which no installation or customization is required based upon the amounts we charge when support and upgrades are sold
separately. For multiple element arrangements involving installation or customization, company-specific objective evidence is established for support and maintenance arrangements if our customers have an optional annual renewal rate specified in the
arrangement and the rate is substantive. Company-specific objective evidence is established for consulting and installation services based on the hourly rates we charge for our employees when they are performing these services provided we have the
ability to accurately estimate the hours required to complete a project based upon our experience with similar projects.



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



We recognize revenue from non-refundable minimum royalty agreements from distributors or resellers upon delivery of product to the distributor or
reseller, provided no significant obligations remain outstanding and the conditions of SOP 97-2 have been met. If minimum royalties are exceeded, the additional royalties are recognized as revenue when earned, based on the contractual reporting
obligations.



Revenue from subscription licenses, hosting
agreements and support agreements is recognized on a straight-line basis over the life of the contract. We typically bill these contracts in advance and record the deferred amounts in deferred revenue.



Allowances for Sales Returns and Doubtful Accounts. The preparation of
financial statements requires us to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reported period. Specifically, we must make estimates of future product returns related to current period product revenue. We analyze historical returns, current economic trends, and changes in customer demand and acceptance of our
products when evaluating the adequacy of the sales returns and other allowances. Significant judgments and estimates must be made and used in connection with establishing reserves for sales returns and the



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allowance for doubtful accounts in any accounting period. Material differences may result in the amount and timing of our revenue for any period if we made
different judgments or utilized different estimates. Similarly, we must make estimates of the uncollectability of our accounts receivable. We specifically analyze accounts receivable greater then 90 days and analyze historical bad debts, customer
concentrations, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.



Valuation of Goodwill. We assess the impairment of goodwill on an annual basis or whenever events or changes in circumstances indicate the fair
value of a reporting unit to which goodwill relates is less than its carrying value. Factors we consider important which could trigger an impairment review include poor economic performance relative to expected historical or projected future
operating results, significant negative industry, economic or company specific trends and changes in the manner of our use of the assets or the plans for our business. If we were to determine that the fair value of a reporting unit was less than its
carrying value, including goodwill based upon the annual test or the existence of one or more of the above indicators of impairment, then we would measure impairment based on a comparison of the implied fair value of reporting unit goodwill with the
carrying amount of goodwill. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to its assets (recognized and unrecognized) and liabilities in a manner similar to a purchase price allocation. The
residual fair value after this allocation is the implied fair value of reporting unit goodwill. To the extent the carrying amount of reporting unit goodwill is greater than the implied fair value of reporting unit goodwill, we would record an
impairment charge for the difference.



During 2002 we
discontinued our custom content development business. Since the discontinuation of our custom content development business, the primary focus of our business and source of our revenue has been the sale of licenses and services related to the Aspen
suite. This revenue is reported in the Platforms category. We believe that the current public market value ascribed to Click2learn is entirely based on our continuing operations, primarily the Aspen suite and the perceived future value that Aspen
brings to Click2learn. At a minimum we view our market capitalization as our fair value. The goodwill on our books pertains to the acquisition of IntelliPrep in 2000. IntelliPreps technology enabled us to complete Aspen 1.0 and as a result we
view the value ascribed to Aspen to be an indication of whether the related goodwill from the IntelliPrep acquisition is impaired. Throughout 2002 our market capitalization has continually exceeded our carrying value, therefore we did not undertake
further impairment testing.



Results of Operations



In accordance with Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment and Disposal of Long-lived Assets, the financial statements and managements discussion and analysis present results from continuing operations with revenue and expenses related to our custom content
development business for 2002 and prior years presented as income (loss) from discontinued operations. See Income (Loss) from Discontinued Operations for additional information regarding the discontinuance of the custom content
development business and the amount of revenue and costs that have been reclassified to income (loss) from discontinued operations.



13



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The following table presents our results of continuing operations as a percentage of total revenue for
the periods indicated.



|                                           |  |       |    |  |       |    |  |       |   
|------------------------------------------ |  | ----- | -- |  | ----- | -- |  | ----- | --
|                                           |  | 2000  |    |  | 2001  |    |  | 2002  |   
|Statement of Operations Data:              |  |       |    |  |       |    |  |       |   
|Revenue:                                   |  |       |    |  |       |    |  |       |   
|Platforms                                  |  | 49.0  | %  |  | 67.4  | %  |  | 76.6  | % 
|Tools                                      |  | 33.7  |    |  | 22.4  |    |  | 14.1  |   
|Content services                           |  | 17.3  |    |  | 10.2  |    |  | 9.3   |   
|                                           |  |       |    |  |       |    |  |       |   
|Total revenue                              |  | 100.0 |    |  | 100.0 |    |  | 100.0 |   
|                                           |  |       |    |  |       |    |  |       |   
|Cost of revenue:                           |  |       |    |  |       |    |  |       |   
|Platforms                                  |  | 7.5   |    |  | 11.3  |    |  | 18.2  |   
|Tools                                      |  | 7.1   |    |  | 5.0   |    |  | 3.6   |   
|Content services                           |  | 15.3  |    |  | 9.2   |    |  | 8.1   |   
|                                           |  |       |    |  |       |    |  |       |   
|Total cost of revenue                      |  | 29.9  |    |  | 25.5  |    |  | 29.9  |   
|                                           |  |       |    |  |       |    |  |       |   
|Gross margin                               |  | 70.1  |    |  | 74.5  |    |  | 70.1  |   
|                                           |  |       |    |  |       |    |  |       |   
|Operating expenses:                        |  |       |    |  |       |    |  |       |   
|Research and development                   |  | 37.4  |    |  | 28.4  |    |  | 28.3  |   
|Sales and marketing                        |  | 80.5  |    |  | 59.4  |    |  | 54.5  |   
|General and administrative                 |  | 26.0  |    |  | 20.7  |    |  | 19.7  |   
|Employee severance                         |  | 0.0   |    |  | 0.0   |    |  | 1.5   |   
|Amortization of goodwill                   |  | 0.0   |    |  | 1.4   |    |  | 0.0   |   
|                                           |  |       |    |  |       |    |  |       |   
|Total operating expenses                   |  | 143.9 |    |  | 109.9 |    |  | 104.0 |   
|                                           |  |       |    |  |       |    |  |       |   
|Loss from continuing operations            |  | (73.8 | )  |  | (35.4 | )  |  | (33.9 | ) 
|                                           |  |       |    |  |       |    |  |       |   
|Other income (expense):                    |  |       |    |  |       |    |  |       |   
|Other income (expense), net                |  | 3.9   |    |  | 0.6   |    |  | 0.0   |   
|Equity in losses of affiliate              |  | (2.0  | )  |  | (1.2  | )  |  | (0.6  | ) 
|                                           |  |       |    |  |       |    |  |       |   
|Total other income (expense)               |  | 1.9   |    |  | (0.6  | )  |  | (0.6  | ) 
|                                           |  |       |    |  |       |    |  |       |   
|Net loss from continuing operations        |  | (71.9 | )% |  | (36.0 | )% |  | (34.5 | )%
|                                           |  |       |    |  |       |    |  |       |   
|Income (loss) from discontinued operations |  | 6.1   |    |  | (26.7 | )  |  | (24.9 | ) 
|                                           |  |       |    |  |       |    |  |       |   
|Net loss                                   |  | (65.8 | )% |  | (62.7 | )% |  | (59.4 | )%
|                                           |  |       |    |  |       |    |  |       |   



Year Ended December 31, 2002
Compared To Year Ended December 31, 2001



Revenue. Our total revenue from continuing operations decreased 2% from $31.2 million in 2001 to $30.5 million in 2002. The decrease was attributable to decreases in Tools and Content Services revenue, offset by growth in
Platforms revenue. In general list pricing for Platform license and services was unchanged in 2002 as compared to 2001, however, due in large part to the depressed high tech spending environment discounting increased. Total Platform revenue
increased despite over 50% discounts due to the expansion of the Aspen suite offering. The effect of this discounting led to a decline of 14% in Platform license revenue to $9.8 million in 2002 as compared to $11.3 million in 2001. Platform service
revenue in 2002 increased 39% to $13.6 million from $9.7 million in 2001 primarily due to higher unit volume for these products. The following table sets forth for the periods indicated the year over year percentage revenue growth or decline from
continuing operations for each category of revenue. See Item 6 for a report of these trends in absolute dollars.



|                               |  |                          |    |  |      |   
|------------------------------ |  | ------------------------ | -- |  | ---- | --
|                               |  | Years Ended December 31, |   
|                               |  | 2001                     |    |  | 2002 |   
|Revenue growth (decline):      |  |                          |    |  |      |   
|Platforms                      |  | 68                       | %  |  | 11   | % 
|Tools                          |  | (19                      | )% |  | (39  | )%
|Content services               |  | (28                      | )% |  | (11  | )%
|Total revenue growth (decline) |  | 22                       | %  |  | (2   | )%



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Platforms revenue includes revenue from software licenses and services associated with our Aspen
suite, which combines collaborative content development, comprehensive learning management and virtual classroom systems into a single, integrated product suite with a unified architecture and user experience. The Aspen suite has been and will
continue to be the primary focus of our research and development (R&D) and sales and marketing efforts. Platforms revenue increased 11% from $21.0 million in 2001 to $23.3 million in 2002. This increase was attributable primarily to
the fact that we had our first full year of Aspen sales in 2002, which was responsible for 89% or approximately $20.8 million of Platforms revenue up from 41% or $8.6 million in 2001. The older Ingenium and e-Learning Network revenues fell to 11% in
2002 from 59% of total Platform revenues in 2001 as these offerings were replaced by Aspen. Although Platforms revenue increased, we believe that Aspen sales in 2002 were negatively impacted by the weak economy generally and decreased spending in
the enterprise software and technology sectors in particular. We believe that Platforms revenue in 2003 will continue to be subject to general economic conditions and overall spending levels in the technology and enterprise software sectors and that
the overall economy and spending in these sectors will continue to be uncertain during 2003.



The Tools category includes revenue from software licenses and services associated with our ToolBook products. As a result of our continued focus on
Platforms, Tools revenue has continued to decline as a percentage of our total revenue and in absolute revenue dollars. Tools revenue in 2002 represented 14.1% of total revenue down from 22.4% in 2001. Tools revenue declined 39% from $7.0 million,
$4.2 million from licenses and $2.8 million from services in 2001 to $4.3 million, $2.3 million from licenses and $1.9 million from services in 2002 as a result of our continued focus on the Aspen platform and a decline in the market for
desktop authoring software. We do not anticipate significantly increasing our Tools-related R&D or sales and marketing expenditures from their current levels in the near term. As a result we do not expect Tools revenue to increase and believe it
is likely to continue to decline.



Content Services
revenue from continuing operations includes revenue from temporary placement of Click2learn staff on a time and material basis at customer sites, the resale of third party off the shelf training content, and license and hosting fees for our Rapid
e-Learning Development System. Previously, revenue from our custom content development business had been included in this category. Content Services revenue from continuing operations declined 11% from $3.2 million in 2001 to $2.8 million in 2002,
primarily as a result of overall lower hiring levels for flexible staffing due to the weak economy. We do not anticipate devoting significant sales and marketing resources to this segment and as a result we do not expect Content Services revenue to
increase and believe it is likely to continue to decline.



Cost of Revenue. Though revenue from continuing operations decreased in 2002, total cost of revenue from continuing operations increased 14% from $8.0 million in 2001 to $9.1 million in 2002, and total gross margin from continuing
operations decreased 8% from $23.2 million in 2001 to $21.4 million in 2002. The reduction in gross margin was due primarily to an increase in cost of Platforms revenue resulting from larger implementation services engagements, which increase the
higher cost services component of Platforms revenue relative to software licenses. This increase was partially offset by decreases in the cost of revenue for Tools and Content Services.



The following table sets forth for the periods indicated, the costs as a percentage of associated revenue from continuing
operations for each category of revenue reported. See Item 6 for a report of these trends in absolute dollars.



|                              |  |                          |   |  |      |   |  |      |  
|----------------------------- |  | ------------------------ | - |  | ---- | - |  | ---- | -
|                              |  | Years Ended December 31, |  
|                              |  | 2000                     |   |  | 2001 |   |  | 2002 |  
|Cost as a percent of revenue: |  |                          |   |  |      |   |  |      |  
|Platforms                     |  | 15.2                     | % |  | 16.8 | % |  | 23.8 | %
|Tools                         |  | 21.2                     | % |  | 22.1 | % |  | 25.2 | %
|Content services              |  | 88.4                     | % |  | 90.5 | % |  | 87.0 | %



Platforms cost of
revenue are primarily labor costs associated with software implementations and to a lesser extent packaging and CD replication costs associated with software license sales. Cost of revenue increased 57%



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from $3.5 million in 2001 to $5.6 million in 2002. The increase in costs was attributable to increased client demand for the Aspen platform and a trend
toward larger Aspen license sales, which require larger implementation services engagements relative to license fees to assist these clients with the installation and customization of Aspen. In addition, because services tend to lag behind license
sales, in 2002 we experienced an increase in the Aspen services as a percent of Platform revenue to 55% as compared to 43% in 2001 as we implemented licenses sold in the second half of 2001. If the size of and complexity of Aspen license
implementations continues to grow, services may continue to become a greater portion of total Platform revenue and cost as a percent of revenue would continue to increase.



Tools cost of revenue are primarily labor associated with training customers on the use of Toolbook and packaging, royalties
and CD replication costs associated with software license sales. Tools costs declined 30% from $1.5 million in 2001 to $1.1 million in 2002. The primary reason for the decline was the decrease in Tools revenue and the fact that lower cost software
license revenue made up a smaller portion of overall Tools revenue.



Content Services cost of revenue from continuing operations consist primarily of labor costs associated with temporary staff placements and royalties payable to the publishers of third party off-the-shelf content. Content Services costs
declined 14% from $2.9 million in 2001 to $2.5 million in 2002. The reason for the decline was the decrease in Content Services revenue generally, and principally a reduction in revenue from employee placements of approximately $600,000 and the
direct costs from these placements of approximately $400,000, as compared to 2002.



Operating Expenses.



Research and
Development. Research and development expenses include expenses associated with the development of new products and new product versions and consist primarily of salaries, amortization of purchased software, depreciation of development
equipment, supplies and overhead allocations. Research and development expenses decreased 3% from $8.9 million in 2001 to $8.6 million in 2002. This decrease was due primarily to a shifting of payroll to India in the second half of 2002 where
individual salaries are lower than U.S.A. equivalents. This allowed us to increase total research and development staff while lowering salary cost $300,000 compared to 2002 costs. Research and development expenses as a percentage of total revenue
from continuing operations remained unchanged at 28% in 2001 and 2002. In 2003, we expect research and development expenses to decrease in absolute dollars and as a percentage of revenue from continuing operations as the shifting of payroll to India
impact the full year results.



Sales and
Marketing. Sales and marketing expenses consist primarily of sales and marketing personnel costs, sales commissions, travel, advertising, public relations, seminars, trade shows and other marketing literature and overhead costs. Sales and
marketing expenses decreased 10% from $18.5 million in 2001 to $16.6 million in 2002. The decrease was attributable to headcount reductions of 28% in the second half of 2002 that reduced 2002 compensation and travel expenses approximately $1.9
million as compared to 2001. Sales and marketing expenses as a percentage of total revenue from continuing operations decreased from 59% in 2001 to 54% in 2002. In 2003, we expect sales and marketing to decrease in absolute dollars and as a
percentage of revenue from continuing operations as staffing reductions implemented in the second half of 2002 impact the full year results.



General and Administrative. General and administrative expenses consist primarily of salaries and other personnel-related expenses for
administrative, executive and finance personnel as well as outside advisors. General and administrative expenses decreased 7% from $6.5 million in 2001 to $6.0 million in 2002. The reduction was due to 31% lower overall headcount in the company as
compared to December 31, 2001, which reduced general operating expenses $200,000 and compensation expenses $300,000 as compared to 2001. General and administrative expenses as a percentage of total revenue from continuing operations decreased from
21% in 2001 to 20% in 2002. In 2003, we expect general and administrative expenses to decrease in absolute dollars and as a percentage of revenue from continuing operations as cost control measures adopted in the second half of 2002 impact the full
year results.



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Amortization of Goodwill. Amortization of goodwill relates to the amortization of excess purchase
price over the fair value of identifiable tangible and intangible assets acquired in acquisitions recorded using the purchase method of accounting. Goodwill amortization was $0 during 2002 as compared to $433,000 for 2001. As of January 1, 2002, we
adopted Financial Accounting Standard Board Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, which requires that goodwill no longer be amortized, but be subject to an annual impairment test.
Intangible assets with definite useful lives will continue to be amortized over their respective estimated useful lives. At December 31, 2002 we determined through our annual impairment test that the value of our goodwill was greater than our
carrying value. As a result no impairment charges were recorded.



Other Income (Expense). Interest income, net, on cash and cash equivalents in 2002 was $10,000 as compared to $107,000 in 2001. The reduction was due primarily to lower cash balances and reduced interest rates in 2002. In April 2000,
we established a joint venture with SOFTBANK Media & Marketing Corp. and SOFTBANK Forums Japan, Inc. creating Click2learn Japan K.K. We account for our portion of the joint ventures operating results under the equity method. In 2002 we
recorded a loss of $200,000 as compared to $400,000 in 2001. The remaining value of our investment at December 31, 2002 was approximately $269,000. We anticipate in the near term our portion of the joint ventures losses will remain at current
levels or decline slightly. We do not have obligations to provide future financing.



Income (Loss) from Discontinued Operations. In the first quarter of 2002 we sold certain assets of our custom content development business, including equipment and a customer list to NIIT. These assets were
sold pursuant to an Asset Purchase Agreement for $1 million, resulting in a gain of $927,000 based on the book value of those assets. As a part of the transaction, NIIT acted as a subcontractor to complete work in process and will be our primary
strategic partner for custom content development services. In this regard we will refer custom content development work to NIIT, which will contract directly with customers to complete the work. If certain targets for the referral or contracting of
custom content are attained, NIIT will pay us up to an additional $2 million in cash at the end of 2003. As of December 31, 2002 we had not yet attained levels to earn a partial payment of additional amounts. In addition, we will receive a
commission on certain business referred to NIIT through 2004. These commissions will be included in the Content Services revenue category.



The sale to NIIT did not include any assets related to our contract to provide custom content development services for the Washington Army National Guard
(WANG). At the time of the sale to NIIT, we intended to continue to provide these services to the WANG. However, the WANG Contract differed from our typical custom content development contract in the following important ways:



| |  | the contract did not provide for invoicing upon achievement of defined tasks over the term of the contract; rather invoicing was subject to acceptance of each completed curriculum;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the content was simpler to develop, but each curriculum was much longer (generally in excess of 100 hours, rather than the more typical 30 to 50 hours);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we did not contract with the WANG directly, but rather through a subcontract to a government contractor.
| | - | --------------------------------------------------------------------------------------------------------



This contract structure required us to fully fund the development through completion of the longer curriculum with no
interim progress payments and further delayed payment once invoiced since payments were made by the WANG to the contractor, which then paid us within 15 days of receiving payment. Because of the demands this contract placed on our working capital,
we negotiated with the WANG to allow us to terminate the contract and transition the work to the prime contractor. As a part of these negotiations, we agreed to forfeit our rights to approximately $4.5 million of work performed in return for
allowing the early contract termination. Upon termination of the WANG contract, we had ceased all operations in connection with our custom content development business and began presenting the results of that business as discontinued operations.



Results related to our custom content development business for
the current year and all prior periods have been reclassified as income (loss) from discontinued operations. For the year ended December 31, 2002, we



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reclassified $248,000 of revenue, $2.7 million of costs related to revenue, $6.1 million of expenses, and $927,000 of other income as a combined loss from
discontinued operations of $7.6 million. The bulk of these expenses reflect the termination costs for personnel, facilities and the WANG contract during the first and third quarters of 2002. For the period ended December 31, 2001, $13.9 million of
revenue, $13.5 million of costs related to revenue and $8.7 million of expenses have been reclassified as a loss from discontinued operations of $8.3 million.



Year Ended December 31, 2001 Compared To Year Ended December 31, 2000



Revenue. Our total revenue from continuing operations increased 22% from $25.5 million in 2000 to
$31.2 million in 2001. Growth was attributable to our focus on the Platforms portion of our business and the release of the Aspen suite, which was officially launched in the third quarter of 2001. Platforms revenue increased 68% from $12.5
million, $6.8 million from licenses and $5.7 million from services in 2000 to $21.0 million, $12.0 million from licenses and $9.0 million from services in 2001, with higher overall Platform revenue in the last two quarters of 2001 as a result
of the release of the Aspen suite. In general list pricing for existing Platform license and services was unchanged in 2001 as compared to 2000. Total Platform revenue increased due to the introduction of the Aspen suite which contributed 41% or
$8.6 million of 2001 Platform revenue by expanding our available product. With the introduction of Aspen our older Ingenium and e-Learning Network offerings remained flat at $12.4 million as compared to $12.5 million in 2000. Offsetting overall
growth in our Platforms business in 2001 were declines in Tools and Content Services revenue. Tools revenue declined 19% from $8.6 million, $5.8 million from licenses and $2.8 million from services in 2000 to $7.0 million, $4.5 million from
licenses and $2.5 million from services in 2001, while Content Services revenue from continuing operations declined 28% from $4.4 million in 2000 to $3.2 million in 2001.



Cost of Revenue. Total cost of revenue from continuing operations increased 5% from $7.6 million in 2000 to $8.0
million in 2001. The increase was due primarily to higher Platforms revenue as a percentage of total revenue in 2001. As a result of the increased Platforms revenue, total gross margin from continuing operations improved from 70.1% in 2000 to 74.5%
in 2001. On a category by category basis, Platforms cost of revenue increased 86% from $1.9 million in 2000 to $3.5 million in 2001, Tools cost of revenue decreased 15% from $1.8 million in 2000 to $1.5 million in 2001 and Content Services cost
of revenue decreased 26% from $3.9 million in 2000 to $2.9 million in 2001. The increase in cost of Platforms revenue was due to increased revenue from the release of Aspen. The decreases in Tools and Content Services costs resulted primarily
from decreased revenue in those categories.



Operating Expenses.



Research and Development. Research and
development expenses decreased 7% from $9.5 million in 2000 to $8.9 million in 2001. This decrease was due to elimination of incremental spending on the e-Learning Network platform of approximately $5.6 million offset by increased expenditures for
Aspen product development of approximately $5.0 million. Research and development expenses as a percentage of total revenue from continuing operations decreased from 37% in 2000 to 28% in 2001.



Sales and Marketing. Sales and marketing expenses decreased 10% from
$20.5 million in 2000 to $18.5 million in 2001. The decrease was due primarily to the inclusion of a $2.1 million charge in 2000 to accelerate all remaining costs from a three-year co-marketing agreement with Go2Net, Inc. Excluding the one-time
charge, sales and marketing costs were comparable. Sales and marketing expenses as a percentage of total revenue from continuing operations decreased from 81% in 2000 to 59% in 2001. Excluding the 2000 charge, sales and marketing as a percent of
revenue from continuing operations decreased from 72% in 2000 to 59% in 2001.



General and Administrative. General and administrative expenses decreased 3% from $6.6 million in 2000 to $6.5 million in 2001. The slight reduction was due to lower overall headcount, which reduced
administrative requirements. General and administrative expenses as a percentage of total revenue from continuing operations decreased from 26% in 2000 to 21% in 2001.



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Amortization of Goodwill. Amortization of goodwill was $433,000 for 2001 as compared to $0 for
2000. The amortization of goodwill in 2001 related to the acquisition of IntelliPrep. Products obtained in the Intelliprep acquisition helped to produce $1.5 million of revenue during 2001. These products have been discontinued as separate offerings
with the launching of Aspen as the Intelliprep software was integrated into the Aspen suite. Staff who joined Click2learn from Intelliprep replaced existing staff and as a result did not result in a net increase to operating expenses. The
amortization expense of $1.1 million in 2001 and $946,000 in 2000, which is related to the custom content development business, has been reclassified as income (loss) from discontinued operations. In addition, we wrote-off $7.6 million of
unamortized goodwill from our acquisitions of Oakes Interactive, Inc., TopShelf Multimedia, Inc., Acorn Consulting, Inc., Communication Strategies, Inc., Strategic Systems Associates, Inc., Graham-Wright Interactive, Inc., 3 Dog Multimedia, Inc. and
other small custom development companies acquired over the past years in the fourth quarter of 2001. This impairment charge has been reclassified as income (loss) from discontinued operations.



Other Income (Expense). Interest income, net, on cash and cash
equivalents in 2001 was $107,000 as compared to $981,000 in 2000. Our portion of Click2learn Japan K.K.s operating loss under the equity method was $400,000 in 2001 and $510,000 in 2000.



Income (Loss) from Discontinued Operations. Due to the discontinuation
of our custom content development business in 2002, all results related to our custom content development business have been reclassified as income (loss) from discontinued operations. For the year ended December 31, 2001, we reclassified $13.9
million of revenues, $13.5 million of costs related to revenue and $8.7 million of expenses as a loss from discontinued operations of $8.3 million and for the year ended December 31, 2000, we reclassified revenues of $17.1 million, costs related to
revenue of $14.6 million and $946,000 of expenses as income from discontinued operations of $1.5 million.



Adoption of Accounting Standards



In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations and Statement of Financial
Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after September 30, 2001 as well as all
purchase method business combinations completed after June 30, 2001. SFAS 141 also specifies certain criteria that intangible assets acquired in a purchase method business combination must meet in order to be recognized and reported apart from
goodwill. SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 also requires that
intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values. The provisions of SFAS 141 were adopted effective July 1, 2001. No business combinations were completed during
the period July 1, 2001 to December 31, 2002. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 have been amortized through December 31, 2001.



As of January 1, 2002, we had identified intangible assets, consisting of acquired technology and goodwill, net of
accumulated amortization. Upon adoption of SFAS 142, we ceased amortizing goodwill. During the quarter ended March 31, 2002, we completed our transitional goodwill impairment test. Based upon our analysis, there was no impairment of goodwill upon
adoption of SFAS 142 on January 1, 2002. We performed our annual impairment test during the fourth quarter of 2002, and again determined that goodwill was not impaired. In addition, we reviewed the useful lives of our identifiable intangible assets
and determined that the original estimated lives of 3 to 5 years remain appropriate.



In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective for fiscal years
beginning after December 15, 2001. SFAS 144 supersedes certain provisions of APB Opinion No. 30, Reporting the Results



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of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and
Transactions and supersedes SFAS 121. We adopted SFAS 144 as of January 1, 2002. The adoption of SFAS 144 did not affect our consolidated financial position or results of operations as of January 1, 2002. The broadened definition of
discontinued operations within SFAS 144 has affected the presentation and disclosure of our results of operations for the year ended 2002 and prior years presented for comparison.



Recent Accounting Pronouncements



In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 143 (SFAS
143), Accounting for Asset Retirement Obligations.SFAS 143 would require us to record the fair value of an asset retirement obligation as a liability in the period in which we incur a legal obligation associated with the retirement of
tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. We would also record a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement
of the asset retirement obligation, we adjust the obligation at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. We are required to adopt SFAS 143 as of January 1, 2003.
The adoption of SFAS 143 is not expected to have a material effect on our financial statements.



In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145 (SFAS 145), Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of
such extinguishments have become part of the risk management strategy of many companies. SFAS 145 also amends Statement No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback
transactions. The provisions of SFAS 145 related to the rescission of Statement No. 4 are applied in fiscal years beginning after May 15, 2002. The provisions of SFAS 145 related to Statement No. 13 were effective for transactions occurring after
May 15, 2002, with early application encouraged. The adoption of SFAS 145 is not expected to have a material effect on our financial statements.



In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146 (SFAS 146), Accounting for Costs Associated with Exit or
Disposal Activities. SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 is not expected to have a material
effect on our financial statements.



In November 2002,
the FASB issued Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34. FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. FIN 45 also clarifies that a guarantor
is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of FIN 45 are applicable to guarantees issued or modified after December 31, 2002
and are not expected to have a material effect on our financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002 and are not expected to have a material
effect on our financial statements.



In November 2002, the EITF
reached a consensus on Issue No. 00-21 (EITF 00-21), Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which the vendor will perform multiple
revenue generating activities. EITF 00-21 will be effective for periods beginning after June 15, 2003. The adoption of EITF 00-21 is not expected to have a material impact on our financial position and results of operations.



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In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148 (SFAS
148), Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123. SFAS 148 amends FASB Statement No. 123 (Statement 123), Accounting for Stock-Based Compensation,to
provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of Statement 123 to require more prominent
disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to our consolidated financial statements.



In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in FIN 46. FIN 46 applies immediately to variable interests in
variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For public enterprises with a variable interest in a variable interest entity created before February
1, 2003, FIN 46 applies to that enterprise no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003. The application of FIN 46 is not expected to have a material effect on our financial statements.
FIN 46 requires certain disclosures in our financial statements issued after January 31, 2003 if it is reasonably possible that we will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.



Liquidity and Capital Resources



At December 31, 2002, our principal source of liquidity was $10.8
million of accounts receivable, down from $19.4 million on December 31, 2001. $4.5 million of this decrease was the result of write-offs of receivables related to the discontinuance of our custom content development business, while the remainder of
the decrease resulted from lower revenue during 2002 and the conversion of receivables into cash through collection efforts. We believe our risk on current Platform-related receivables is low given the general financial strength of our customers. As
of December 31, 2002, we had one significant account, a receivable of approximately $500,000 from an international customer, over 90 days past due for which we believe collectibility is at risk. As a result we have elected to increase our bad debt
reserve for this account. At December 31, 2002 we had no other collectibility or billing problems with any major customers or classes of customers.



Although we have not made any significant changes in our payment terms, as a result of the discontinuance of our custom content development business we
are able to collect more quickly on our receivables generally than in prior periods, when a significant portion of our revenue was from custom content development contracts. This is because a typical custom development contract was invoiced on the
achievement of contract milestones, although revenue was recognized using the percentage of completion method as the services were performed. As a result, there was often significant time elapsed between the performance of the services and invoicing
the client. Thus, the receivables from such contracts remained uncollected for longer periods than those from software licenses or other services. We expect the majority of our accounts receivable to be collected within 90 days. While we expect
to be able to collect on our receivables more quickly going forward, we may offer extended payment terms to customers in certain circumstances from time to time. To the extent that we offer such extended payment terms, they will result in a longer
collection period for accounts receivable and slower cash inflows from operations.



At December 31, 2002, we had cash and cash equivalents totaling $3.6 million, down from $9.6 million at December 31, 2001. The decrease in cash was due primarily to uses of cash for operating expenses and for
investment purposes. To date, we have had negative cash flows from operating activities on an annual basis. Net cash used by operating activities was $12.4 million, $13.4 million and $6.2 million in 2000, 2001 and 2002, respectively.



Cash used in operating activities declined significantly throughout 2002, and
in the fourth quarter of 2002 we generated approximately $33,000 of positive cash flow from operating activities. This trend is the result of



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discontinuing our custom content development operations as well steps we took in the second half of 2002 to reduce quarterly costs from continuing operations
approximately $800,000 as compared to fourth quarter 2001 levels. As a result, we believe we can generate positive cash flow from operations at currently anticipated revenue levels and revenue mix. Based on these trends, we anticipate that our cash
and cash equivalents will be sufficient to meet our working capital needs and capital expenditures for at least the next 12 months. However, we will continue to monitor our cash and liquidity and will seek additional financing or make additional
expense reductions if it becomes required.



Net cash used
in investing activities was $2.0 million, $2.8 million and $2.0 million in 2000, 2001 and 2002, respectively. Net cash used in investing activities in 2000 and 2001 was primarily the result of capital expenditures and investments in Click2learn
Japan K.K. Net cash used in investing activities in 2002 was primarily the result of capital expenditures and a purchase of technology for $2.7 million, offset by $1.0 million provided by the sale of certain assets used in our custom content
development business to NIIT. As of December 31, 2002, we had no material commitments for capital expenditures and had commitments under non-cancelable operating leases with terms in excess of one year of $7.4 million through 2008.



Cash provided by financing activities was $10.5 million, $10.5 million
and $2.3 million in 2000, 2001 and 2002, respectively, resulting primarily from a private placement in 2000 in which Marshall Capital Management, Inc., an accredited investor, purchased 410,678 shares of common stock at $12.175 per share and was
issued warrants to purchase 205,339 shares of common stock at an exercise price of $14.61 per share (Series A Warrants) and warrants to purchase a maximum of 176,177 shares of common stock under certain specified conditions at an
exercise price of $0.01 per share (Series B Warrants); a private placement to accredited investors managed by Jefferies & Company, Inc. in 2001 in which we sold 3,680,000 shares of our common stock for an aggregate purchase price of
approximately $9.2 million in cash and issued the investors warrants for the purchase of an additional 1,840,000 shares of common stock at an exercise price of $4.00 per share; and draws against the Silicon Valley Bank credit facility in 2002. Cash
provided by financing activities also includes amounts received from exercise of employee stock options and purchases under our Employee Stock Purchase Plan. Cash used for payments on debt was $4,000, $87,000 and $2.5 million in 2000, 2001 and 2002,
respectively. As of January 1, 2004, the exercise price for the Series A Warrants was $9.05. The Series B Warrants were exercised on January 19, 2001 with respect to 74,759 shares. The remaining shares subject to the Series B Warrants were canceled.
In connection with the 2001 private placement transaction, Jefferies & Company, Inc. was paid placement agent commissions of $456,750 and issued warrants for the purchase of 92,400 common shares at an exercise price of $2.50 per share,
Commonwealth Associates, L.P. was paid placement agent commissions of $105,000 and issued warrants for the purchase of 18,000 common shares at an exercise price of $2.50 per share and ComVest Venture Partners, L.P. was paid placement agent
commissions of $70,000 and issued warrants for the purchase of 12,000 common shares, at an exercise price of $2.50 per share. ComVest was also an investor in the 2001 private placement transaction at the same price and on the same terms and
conditions as the other investors in that transaction.



In December 2002 we consolidated our existing $4 million working capital line of credit and $1 million term loan facility with Silicon Valley Bank into a new $10 million working capital line. Under the new facility we will continue to repay
the remaining balance of the term loan in accordance with the original terms (monthly payments of $41,666.67 plus interest ending October 1, 2003), but the unpaid balance of the term loan will not be available for new loans under the line of credit.
The term loan and the working capital line will bear interest at the greater of Silicon Valley Bank prime rate plus 2.25% or 7.0% and have minimum monthly interest of $8,500 per month regardless of the loan balances. The amount available under the
line of credit as of March 1, 2003 is 65% of our eligible accounts receivable. The credit facility is collateralized by a security interest in all of our assets. Covenants in the loan agreements include restrictions on our ability to pay dividends
or make other distributions, make acquisitions or investments, merge or consolidate with others or dispose of assets, as well as financial covenants limiting the amount of net losses during any three-month period to a maximum of $1.6 million
and requiring us to maintain certain levels of minimum tangible net worth as follows for the fiscal quarters ending: December 31, 2002: $8,400,000; March 31, 2003: $7,100,000; June 30, 2003: $6,000,000;



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September 30, 2003: $5,000,000; December 31, 2003 and each fiscal quarter ending thereafter: $4,500,000 plus (i) 100% of all consideration received by us for
equity securities and subordinated debt, plus (ii) 50% of our net income in each fiscal quarter during the loan term. The failure to meet those covenants could prevent us from accessing the working capital line and result in the acceleration of any
balances under the working capital line and term loan. If not renewed the working capital line terminates and any advances made are due on December 6, 2004. At December 31, 2002, we had a balance of $417,000 on the term loan facility and $2.2
million on the working capital line.



The amount
available under the line of credit as of March 1, 2003 is 65% of our eligible accounts receivable, or approximately equal to our ending loan balance of $2.2 million. This amount may be adjusted up or down based on a quarterly analysis by the bank of
our eligible accounts receivable. Eligible accounts receivable are those accounts receivable that the bank determines in its good faith business judgment to include in the borrowing base. Certain accounts, such as accounts that are over 90 days past
due, unbilled receivables and foreign or government accounts, are not currently eligible. Although we may take steps to include foreign and governments accounts in our borrowing base, there is additional cost involved and we have not deemed it
necessary to do so to date. As a result of this limitation on eligible accounts, the entire $10 million is not currently available to us under the line of credit and the entire $10 million may not become available in the future. Moreover, because
the amount available for borrowing under our agreement is based on our eligible accounts receivable, we may from time to time become over-advanced under the line of credit if our eligible accounts receivable decrease, either because they have been
collected but not applied against the existing obligations or because they have become ineligible under the terms of the agreement. In such a case we may be required to immediately repay a portion of the amount borrowed sufficient to bring the total
amount owed to no more than the total availability under the loan facility.



We anticipate that as a result of the discontinuance of our custom content development business and the steps we have taken to reduce expenses our business will be cash flow positive at currently anticipated revenue
levels and revenue mix during 2003. However, we cannot assure you that anticipated revenue levels will be achieved and that our business will generate the cash needed to finance our operations. Our long-term liquidity will be affected by numerous
factors, including demand for our Aspen platform, the level and timing of revenue, the collection of our receivables, the availability of our line of credit, the extent to which we raise additional funds from investors, the timing and extent to
which we invest in new technology, the expenses of sales and marketing and new product development, the extent to which competitors are successful in developing their own products and services and increasing their own market share, acquisitions of
businesses or technologies and other factors. To the extent that our existing capital resources are insufficient to fund our activities, we may need to raise additional funds. Such additional funding, if needed, may not be available on attractive
terms or at all. If adequate funds are not available on acceptable terms, we may be required to make further expense reductions, which could significantly restrict our operations and limit our ability to enhance our products, fund expansion, respond
to competitive pressures or take advantage of business opportunities.



We had the following contractual commitments and obligations at December 31, 2002 (in thousands):



|                                   |  |                        |        |                 |   |          |  |          |       |              |   |       |  |   |    
|---------------------------------- |  | ---------------------- | ------ | --------------- | - | -------- |  | -------- | ----- | ------------ | - | ----- |  | - | ---
|                                   |  | Payments Due by Period
|                                   |  | Total                  |        | Less than1 Year |   | 1-3Years |  | 4-5Years |       | After 5Years
|Short-term debt                    |  | $                      | 2,578  |                 | $ | 2,578    |  | $        |      |              | $ |      |  | $ |   
|Capital lease obligations          |  |                        | 14     |                 |   | 14       |  |          |      |              |   |      |  |   |   
|Operating leases                   |  |                        | 7,359  |                 |   | 1,558    |  |          | 2,841 |              |   | 2,141 |  |   | 819
|Other long-term obligations        |  |                        | 1,026  |                 |   | 121      |  |          | 880   |              |   | 25    |  |   |   
|                                   |  |                        |        |                 |   |          |  |          |       |              |   |       |  |   |    
|Total contractual cash obligations |  | $                      | 10,977 |                 | $ | 4,271    |  | $        | 3,721 |              | $ | 2,166 |  | $ | 819
|                                   |  |                        |        |                 |   |          |  |          |       |              |   |       |  |   |    



In addition to the
contractual commitments listed above we had a liability for deferred revenue of $4.4 million at December 31, 2002 up from $2.5 million at December 31, 2001. Deferred revenue is created



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when we bill clients for product or services prior to recognition of the related revenue with approximately 25% of this amount reflected in current accounts
receivable. Approximately 85% of deferred revenue in both years resulted from contracts to deliver support and maintenance for our software products. These contracts typically have terms of twelve months therefore we recognize the revenue ratably
over their life. When the contracts expire we contact the client and request renewal starting the deferred revenue cycle again. Growth to the total deferred revenue liability is primarily dependant on future sales of our software and the willingness
of existing and new clients to contract for support and maintenance services.



Factors That May Affect Future Results of Operations



Our
quarterly operating results are uncertain and may fluctuate significantly, which could negatively affect the value of your investment.



Our operating results are difficult to predict accurately and have varied significantly from quarter to quarter and are likely to continue to fluctuate as
a result of a variety of factors, many of which we cannot control. Factors that may adversely affect our quarterly operating results include:



| |  | the size and timing of product orders and the timing and execution of professional services engagements;
| | - | --------------------------------------------------------------------------------------------------------



| |  | the mix of revenue from products and services;
| | - | ----------------------------------------------



| |  | the mix of products sold;
| | - | -------------------------



| |  | the ability to meet client project milestones;
| | - | ----------------------------------------------



| |  | the market acceptance of our products and services;
| | - | ---------------------------------------------------



| |  | our ability to develop and market new or enhanced products and services in a timely manner and the market acceptance of these products and services;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the timing of revenue and expense recognition; and
| | - | --------------------------------------------------



| |  | recognition of impairment of existing assets.
| | - | ---------------------------------------------



Our future revenue is difficult to predict and we may not be able to adjust spending in response to revenue shortfalls. Our limited operating history with
our current enterprise learning solutions and the emerging nature of the enterprise learning market make prediction of future revenue and expenses difficult. Expense levels are based, in part, on expectations as to future revenue and largely are
fixed in the short term. If we are unable to predict future revenue accurately, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.



Our business may not generate the cash needed to finance our operations, and for that and other reasons we may need additional financing
in the future, which we may be unable to obtain.



Although
our business generated positive cash flow in the fourth quarter of 2002 and we expect to generate positive cash flow from operations at currently anticipated revenue levels and revenue mix during 2003, we may not achieve expected revenue levels and
our business may not achieve or maintain positive cash flow. If our business does not generate the cash needed to finance our operations, we may need to take steps to restrict our operations in order to conserve existing cash. In addition, poor
financial results or unanticipated expenses could give rise to additional financing requirements. We may be unable to obtain financing on terms favorable to us, or at all. If we need to obtain financing and adequate funds are not available or are
not available on acceptable terms, we may be required to make further expense reductions, which could significantly restrict our operations and limit our ability to enhance our products, fund expansion, respond to competitive pressures or take
advantage of business opportunities.



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A deterioration of general economic conditions may materially and adversely affect our business.



Our revenue is subject to fluctuation as a result of general economic
conditions and overall spending in the technology and enterprise software sectors. A significant portion of our revenue is derived from the sale of products and services to large companies or government agencies, which historically have reduced
their expenditures for enterprise software applications during economic downturns. In recent quarters, our sales force has experienced increased delays, cancellations or reductions in scope of sales opportunities as a result of the downturn in the
economy. War or acts of terrorism may cause the economy to weaken further, which could result in organizations further delaying, canceling, or reducing capital expenditures generally and spending on enterprise software applications in particular.
Such delays, cancellations or reductions could adversely affect our business.



We have a history of losses and may have continued losses in the future.



We incurred a net loss of approximately $18.1 million in 2002. Although our business generated positive cash flow in the fourth quarter of 2002, we have not yet achieved profitability and may not do so during 2003.
Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis.



The enterprise learning software market is in the early stages of development and may not grow to a sufficient size or at a sufficient rate to sustain our business.



The enterprise learning software market is in the early
stages of development, and may not grow to a sufficient size or at a sufficient rate for our business to succeed. Corporate training and education historically have been conducted primarily through classroom instruction. Although technology-based
training applications have been available for many years, they currently account for only a small portion of the overall corporate learning market. Accordingly, our success will depend on the extent to which companies implement enterprise learning
software solutions for the design, development, delivery and management of their corporate learning needs.



Many companies that have already invested substantial resources in traditional training methods may be reluctant to adopt a new strategy that may limit or
compete with their existing investments. Even if companies implement enterprise learning software solutions, they may still choose to develop such solutions internally. If the use of enterprise learning software does not become widespread or if
companies choose to develop such software internally rather than acquiring it from third parties, then our enterprise learning software may not be commercially successful.



We have a limited operating history with the Aspen suite, which makes it difficult to predict our future performance.



The primary focus of our business is and throughout 2003 will continue to be
the Aspen suite. We released the first version of the Aspen suite in September 2001 and released the first major upgrade in September 2002. Accordingly, we have a limited operating history on which to evaluate our current business and future
prospects. Our limited operating history with the Aspen suite makes it difficult to predict our future performance and may not provide investors with a meaningful basis for evaluating an investment in our common stock.



We face risks encountered in emerging markets and may be unsuccessful in addressing these
risks.



We face risks frequently encountered in new and
rapidly evolving markets. Specific risks we face relate to the demand for and market acceptance of our enterprise learning solutions. We may fail to adequately address these risks, and therefore our business may suffer. To address these risks, we
must:



| |  | effectively market our enterprise learning software to new and existing customers;
| | - | ----------------------------------------------------------------------------------



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| |  | continue to enhance the technology upon which our enterprise learning software is based;
| | - | ----------------------------------------------------------------------------------------



| |  | successfully implement our enterprise learning software for our customers and generate continuing revenue from those customers; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| |  | address and establish new technologies and technology standards.
| | - | ----------------------------------------------------------------



We face intense competition from other enterprise learning software providers and may be unable to compete successfully.



The enterprise learning software market is highly fragmented and competitive,
with no single firm accounting for a dominant market share. Our competitors vary in size, scope and the breadth of products and services offered. We face competition from:



| |  | other developers of enterprise learning systems;
| | - | ------------------------------------------------



| |  | providers of other enterprise software solutions;
| | - | -------------------------------------------------



| |  | large professional consulting firms and in-house IT departments; and
| | - | --------------------------------------------------------------------



| |  | developers of web authoring tools.
| | - | ----------------------------------



There are relatively low barriers to entry in the enterprise learning market and new competitors may enter this market in the future. Increased
competition may result in price reductions, reduced gross margins and loss of market share. We may not be able to contend effectively with such increased competition. In particular, vendors of other enterprise software applications such as
enterprise resource planning, human resource management or customer relationship management have begun to offer learning delivery and management functionality to extend their current product lines within their existing customer base. Although these
offerings may not offer the same functionality as our Aspen suite, bundling these offerings with the remainder of their solutions could diminish our ability to sell our products and services to their customers and announcements by these companies of
future products could delay purchasing decisions by their customers and our prospects, either of which could adversely affect our business.



Certain of our existing and potential competitors have longer operating histories and significantly greater financial, technical, marketing and other
resources and therefore may be able to respond more quickly to new or changing opportunities, technologies, standards and customer requirements or to compete more aggressively on pricing. Price competition would likely result in reduced gross
margins and may prevent the Aspen suite from yielding results sufficient for our business to succeed.



Strategic relationships are important in expanding the distribution reach of companies in the enterprise learning market. If our competitors were to
establish strategic relationships to resell or distribute their products through their strategic partners, our ability to market and sell products and services successfully may be substantially diminished. In addition, the existence or announcement
of strategic relationships involving our competitors could adversely affect our ability to attract and retain customers.



International operations may impose substantial burdens on our resources, divert managements attention or otherwise harm our business.



We rely extensively on independent partners in foreign countries to help
conduct our international operations and sales and marketing efforts. Our success in international markets consequently will depend to a large degree on the success of these independent partners, over which we have little control. If they are
unwilling or unable to dedicate sufficient resources to our relationships, our international operations will suffer.



We rely on our operations in Hyderabad, India to enable us to complete customer implementation projects and new releases of the Aspen suite on time and
within our established budgets. Should our operations in



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Hyderabad be disrupted for any significant period of time, it could prevent us from completing customer implementations or new releases of the Aspen suite in
a timely manner, which could cause our business to suffer.



Our
efforts in Hyderabad and elsewhere abroad are subject to a number of risks inherent in international operations, including:



| |  | diversion of management attention;
| | - | ----------------------------------



| |  | difficulties and costs of staffing and managing foreign offices;
| | - | ----------------------------------------------------------------



| |  | different learning styles and cultures;
| | - | ---------------------------------------



| |  | numerous and potentially conflicting regulatory requirements;
| | - | -------------------------------------------------------------



| |  | export controls, import tariffs and other barriers to trade;
| | - | ------------------------------------------------------------



| |  | changes in laws or governmental policies;
| | - | -----------------------------------------



| |  | reduced protection of intellectual property rights;
| | - | ---------------------------------------------------



| |  | regional political and economic instability; and
| | - | ------------------------------------------------



| |  | fluctuations in currency exchange rates.
| | - | ----------------------------------------



Our debt covenants may significantly restrict our operations.



We are subject to numerous covenants in our agreement with Silicon Valley Bank that impose financial and operating restrictions on our business. These
restrictions may affect our ability to operate our business, may limit our ability to take advantage of potential business opportunities as they arise, and may adversely affect the conduct of our current business. These covenants place restrictions
on our ability to, among other things:



| |  | incur debt with parties other than Silicon Valley Bank;
| | - | -------------------------------------------------------



| |  | pay dividends, redeem or repurchase our stock or make other distributions;
| | - | --------------------------------------------------------------------------



| |  | make acquisitions or investments;
| | - | ---------------------------------



| |  | engage in new or different businesses;
| | - | --------------------------------------



| |  | change our capital structure;
| | - | -----------------------------



| |  | use assets as security in other transactions;
| | - | ---------------------------------------------



| |  | enter into transactions with affiliates or outside the ordinary course of business;
| | - | -----------------------------------------------------------------------------------



| |  | merge or consolidate with others or acquire assets outside the ordinary course of business;
| | - | -------------------------------------------------------------------------------------------



| |  | dispose of assets or use asset sale proceeds;
| | - | ---------------------------------------------



| |  | create liens on our assets; and
| | - | -------------------------------



| |  | extend or guaranty credit.
| | - | --------------------------



In addition, the terms of our indebtedness require that we meet certain financial covenants related to maximum net losses and minimum tangible net worth.
The covenants governing our existing indebtedness restrict our operations and those of our subsidiaries, and these limitations could impair our ability to meet such financial covenants. In addition, our ability to meet these financial covenants and
to comply with other provisions governing our indebtedness may be affected by changes in economic or business conditions or other events beyond our control. Moreover, failure to comply with our debt-related obligations could result in an event of
default that, if not cured or waived, could result in an acceleration of our indebtedness. We are currently in compliance with these covenants, but we cannot assure you that we will not violate these covenants in the future. In the past, we had on
occasion violated certain of the covenants under our prior loan agreements with Silicon



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Valley Bank and the bank waived those violations without cost to us. However, we cannot assure you that the bank will waive any future violations at no cost
to us, or at all.



Moreover, because the amount available for
borrowing under our agreement is based on our eligible accounts receivable, we may from time to time become over-advanced under the line of credit if our eligible accounts receivable decrease, either because they have been collected but not applied
against the existing obligations or because they have become ineligible under the terms of the agreement. In such a case we may be required to immediately repay a portion of the amount borrowed sufficient to bring the total amount owed to no more
than the total availability under the loan facility.



The loss of the
services of our senior executives and key personnel would likely cause our business to suffer.



Our success depends to a significant degree on the performance of the senior management team and other key employees. The loss of any of these individuals
could harm our business. We do not have employment agreements with several of our executives or with any other key employees, and we do not maintain key person life insurance for any officers or key employees.



Our success also depends on our ability to attract, integrate, motivate and
retain highly skilled technical, sales and marketing and professional services personnel. Competition for qualified personnel in the enterprise software industry is intense. To the extent we are unable to attract and retain skilled personnel our
business will suffer.



Our Aspen suite is a new product and may contain
defects or otherwise perform improperly.



Our Aspen suite
was initially released in September 2001, and the first major version upgrade was released in September 2002. We anticipate continuing to add new features, functionality and components. Complex enterprise software products frequently contain errors
or failures, especially when first introduced or when new versions are released. Because the Aspen products are complex software packages with new features and functionality being added and new versions being released on a regular basis, there is a
greater likelihood that they may contain such errors. In addition, since the Aspen suite is targeted at enterprise customers with large numbers of users, customers and potential customers may have a greater sensitivity to product defects or product
integration than the market for software products generally. To date we have experienced errors in the Aspen platform, in particular when new versions or functionality is first released, although such errors have not had a material impact on our
business and generally have been corrected shortly after discovery. Although we have not experienced this to date, serious product errors could result in loss of revenue or delay in market acceptance, diversion of development resources, damage to
our reputation, or increased service and warranty costs.



We may not be able
to adapt to rapidly changing technology and evolving industry standards.



The enterprise learning software market is characterized by rapidly changing technologies, frequent new product and service introductions, short development cycles and evolving industry standards. The introduction of
new products and services embodying new technologies and the emergence of new industry standards may render our products and services obsolete. Our success depends on our ability to adapt to a rapidly changing landscape and to offer new products and
services to address our customers changing demands. We may experience difficulties that delay or prevent the successful design, development, introduction or marketing of our products and services. To the extent we in fact experience such
delays, we may experience difficulty in attracting new customers and may lose existing customers.



If we are unable to build the Click2learn and Aspen brands, we may be unable to grow our business.



We believe that establishing and maintaining the Click2learn and Aspen brands will be critical to the success of our enterprise learning strategy and that
the importance of brand recognition will increase as the



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market for enterprise learning software products grows. If our brand building strategy is unsuccessful, our business could be materially harmed.



We face the risk of liability for failures to meet unique customer requirements, and
the risk of cost overruns on fixed-price projects.



The
failure or inability to meet a customers unique expectations or requirements in the performance of services could impair our reputation or result in a claim for damages, regardless of our responsibility for the failure. Although generally we
attempt to limit contractually our liability for damages arising from product defects and other mistakes in rendering professional services, these contractual protections are not always obtained and may not be enforced or otherwise may not protect
us from liability. Our insurance may not be sufficient to cover these claims. In addition, most of our professional services projects are performed on a fixed-price basis rather than on a time and materials basis. If we do not complete fixed-price
engagements within budget, on time and to clients satisfaction, we bear the risk of cost overruns.



Security and privacy breaches could subject us to litigation and liability.



We host certain of our customers enterprise learning software implementations at our data center and provide access to that software using the
Internet. The Internet is a public network and data is sent over this network from many sources. Although we take reasonable steps in accordance with current industry practices to ensure the security of our hosting systems and customer data,
computer viruses could be introduced into our systems or those of our customers, which could disrupt the operation of our hosting systems or make them inaccessible to users. We depend on Internet service providers and telecommunications companies
and the efficient operation of their computer networks and other computer equipment to enable customers to access and use hosted software implementations. Each of these has experienced significant outages in the past and could experience outages,
delays and other difficulties due to system failures unrelated to our systems, which could cause our customers to believe we were at fault and withhold payments due to us.



We could become subject to litigation and liability if third parties penetrate security for our hosting systems or otherwise
misappropriate our users confidential information or if customers are unable to access and use hosted software implementations. Advances in computer capabilities, new discoveries in the field of cryptography or other technological events or
developments could result in compromises or breaches of our security systems. Anyone who circumvents our security measures could misappropriate proprietary information or cause interruptions in our services or operations. We may be required to
expend significant capital and other resources to protect against the threat of security breaches or service interruptions or to alleviate problems caused by breaches or service interruptions.



Our intellectual property may become subject to legal challenges, unauthorized use or
infringement, any of which could diminish the value of our products and services.



Our success depends in large part on our proprietary technology. We rely on a combination of copyrights, trademarks, trade secret laws, restrictions on disclosure and other methods to protect our proprietary
technology. We do not have patents for any of the technology underlying our Aspen platform. If we fail to successfully enforce our intellectual property rights, the value of these rights, and consequently the value of our products and services to
our customers, could diminish substantially. It may be possible for third parties to copy or otherwise obtain and use our intellectual property or trade secrets without our authorization, and it may be possible for third parties to independently
develop substantially equivalent intellectual property.



Litigation may be necessary in the future to enforce our intellectual property rights, to protect trade secrets or to determine the validity and scope of the proprietary rights of others. From time to time we have received, and may in the
future receive, notice of claims of infringement of other parties proprietary rights. Such claims could result in costly litigation and could divert management and technical resources. They could also delay



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product shipment or require us to develop non-infringing technology or enter into royalty or licensing agreements, which agreements may not be available on
reasonable terms, or at all.



Our products include third-party technology,
the loss of which could materially harm our business.



We
use some licensed third-party technology components in our products. Future licenses to this technology may not be available to us on commercially reasonable terms, or at all. The loss of or inability to obtain or maintain any of these technology
licenses could result in delays in the introduction of new products or could force us to discontinue offering portions of our enterprise learning solutions until equivalent technology, if available, is identified, licensed and integrated.
Furthermore, we may become subject to legal claims related to licensed technology based on product liability, infringement of intellectual property or other legal theories.



Acquisitions or investments may drain capital and equity resources, divert managements attention or otherwise harm our business.



In the future we may acquire or make investments in other
businesses, products or technologies. Such acquisitions or investments may require that we pay significant cash, issue stock or incur substantial debt. In addition, such acquisitions or investments may require significant managerial attention, which
may be diverted from our other operations. These capital, equity and managerial commitments may impair the operation of our business. Furthermore, acquired businesses may not be effectively integrated, may be unable to maintain key pre-acquisition
business relationships, may contribute to increased fixed costs and may expose us to unanticipated liabilities.



Our stock price has been and may continue to be volatile.



The trading price of our common stock has been and is likely to continue to be highly volatile. For example, during the 52-week period ended December 31,
2002, the price of our common stock ranged from $0.23 to $5.05 per share. Our stock price is subject to continued fluctuations in response to a number of factors, including:



| |  | actual or anticipated variations in quarterly operating results;
| | - | ----------------------------------------------------------------



| |  | changes in financial estimates or recommendations by securities analysts;
| | - | -------------------------------------------------------------------------



| |  | conditions or trends in the learning and enterprise software markets;
| | - | ---------------------------------------------------------------------



| |  | announcements by us or our competitors of significant customer wins, technological innovations, new products or services;
| | - | -------------------------------------------------------------------------------------------------------------------------



| |  | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  | additions or departures of key personnel;
| | - | -----------------------------------------



| |  | sales of our common stock; and
| | - | ------------------------------



| |  | general market conditions.
| | - | --------------------------



The stock market in general, and the market for enterprise software and technology companies in particular, recently has experienced extreme price and
volume fluctuations that have been unrelated or disproportionate to the operating performance of many of the affected companies. These broad market and industry factors may depress our stock price, regardless of our operating performance.



In the past, companies that have experienced volatility in the
market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our managements
attention, which could seriously harm our business.



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In addition, to maintain our listing the Nasdaq National Market we must continue to maintain a minimum
bid price for our common stock of $1.00 per share or more. During 2002, our common stock traded below the $1.00 minimum bid requirement for a period of time such that we no longer met the continued listing criteria for the Nasdaq National Market.
Although we have regained compliance with the listing criteria and are currently in good standing on the Nasdaq National Market, our minimum bid price has since dropped below the $1.00 minimum bid price for a period of time and may in the future do
so again for a sufficient period of time that we do not meet the continued listing criteria. Loss of our Nasdaq National Market status could also make it more difficult for us to raise capital or complete acquisitions.



Item 7a. Quantitative and Qualitative Disclosures about Market Risk



Market Rate Risk. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative
financial instruments for speculative or trading purposes.



Interest Rate Risk. We hold our assets primarily in cash and cash equivalents, such as short-term marketable debt securities, money market funds and other cash equivalents. We minimize risk by investing in financial instruments with
maturity of three months or less. As a result, if market interest rates were to increase immediately and uniformly by 10% from levels at December 31, 2002, the fair value of cash and cash equivalents would not change by a material amount.



Foreign Currency Exchange Risk. We have foreign
currency risk as a result of foreign subsidiary activities. For the year ended December 31, 2002, international revenue from foreign subsidiaries accounted for approximately 12% of total revenue. All foreign subsidiaries use the local currency as
their functional currency.



Our exposure to foreign
exchange rate fluctuations arises in part from intercompany accounts in which costs incurred in the United States are charged to the foreign subsidiaries. These intercompany accounts are typically denominated in the functional currency of the
foreign subsidiary in order to centralize foreign exchange risk with the parent company in the United States. We are also exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated in U.S. dollars
in consolidation. As exchanges rates vary, these results, when translated, may vary from expectations and adversely impact overall expected profitability. The effect of foreign exchange rate fluctuations for the year ended December 31, 2002 was not
material. Due to the substantial volatility of currency exchange rates, among other factors, we cannot predict the effect of exchange rate fluctuations on our future operating results. We have not hedged foreign exchange rates.



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Item 8. Financial Statements and Supplementary Data



Index to Financial Statements, Supplementary Data, and Financial Statement Schedule



|                                                                                                                            |  |     
|--------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                            |  | Page
|Consolidated Financial Statements:                                                                                          |  |     
|Independent Auditors Report                                                                                                |  | 33  
|Consolidated Balance Sheets as of December 31, 2001 and 2002                                                                |  | 34  
|Consolidated Statements of Operations for the Years Ended December 31, 2000, 2001 and 2002                                  |  | 35  
|Consolidated Statements of Stockholders Equity and Comprehensive Loss for the Years Ended December 31, 2000, 2001 and
2002 |  | 36  
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 2001 and 2002                                  |  | 37  
|Notes to Consolidated Financial Statements                                                                                  |  | 38  
|                                                                                                                            | 
|Supplementary Data (unaudited):                                                                                             |  |     
|Quarterly Results (Note 18 of Notes to Consolidated Financial Statements)                                                   |  | 57  
|                                                                                                                            | 
|Financial Statement Schedule:                                                                                               |  |     
|Schedule II. Valuation and Qualifying Accounts                                                                              |  | 65  



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INDEPENDENT AUDITORS REPORT



The Board of Directors and Stockholders

Click2learn, Inc.:



We have audited the accompanying consolidated balance sheets of Click2learn, Inc. and subsidiaries as of December 31, 2001 and 2002, and the related
consolidated statements of operations, stockholders equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2002. In connection with our audit of the consolidated financial statements, we
have also audited the financial statement schedule as listed in the index at Item 15(a). These consolidated financial statements and the financial statement schedule are the responsibility of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.



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



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Click2learn, Inc. and subsidiaries as of December 31, 2001 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period
ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



As discussed in note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets as
of January 1, 2002.



KPMG LLP

January 31, 2003

Seattle, Washington



33



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##### Table of Contents

CLICK2LEARN, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(In thousands except share data)



|                                                                                                                                             |  |              |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                             |  | December 31, |         
|                                                                                                                                             |  | 2001         |          |   | 2002 |  
|Assets                                                                                                                                       |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                              |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                    |  | $            | 9,553    |   |      | $ | 3,586    |  
|Accounts receivable, net of allowance for returns and doubtful accounts of $1,430 in 2001 and $927 in 2002                                   |  |              | 19,449   |   |      |   | 10,785   |  
|Inventories                                                                                                                                  |  |              | 62       |   |      |   | 49       |  
|Prepaid royalties and licenses                                                                                                               |  |              | 180      |   |      |   | 157      |  
|Other                                                                                                                                        |  |              | 1,010    |   |      |   | 1,570    |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                         |  |              | 30,254   |   |      |   | 16,147   |  
|Property and equipment, net                                                                                                                  |  |              | 2,250    |   |      |   | 1,214    |  
|Goodwill                                                                                                                                     |  |              | 2,877    |   |      |   | 2,877    |  
|Intangible assets                                                                                                                            |  |              | 3,184    |   |      |   | 4,636    |  
|Other                                                                                                                                        |  |              | 789      |   |      |   | 599      |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total assets                                                                                                                                 |  | $            | 39,354   |   |      | $ | 25,473   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Liabilities and Stockholders Equity                                                                                                         |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                                         |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                             |  | $            | 2,617    |   |      | $ | 2,934    |  
|Accrued compensation and benefits                                                                                                            |  |              | 2,788    |   |      |   | 2,294    |  
|Deferred revenue                                                                                                                             |  |              | 2,453    |   |      |   | 4,435    |  
|Short term debt                                                                                                                              |  |              | 500      |   |      |   | 2,400    |  
|Other                                                                                                                                        |  |              | 1,019    |   |      |   | 1,184    |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                                    |  |              | 9,377    |   |      |   | 13,247   |  
|Other noncurrent liabilities                                                                                                                 |  |              | 417      |   |      |   |         |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total liabilities                                                                                                                            |  |              | 9,794    |   |      |   | 13,247   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Stockholders equity:                                                                                                                        |  |              |          |   |      |   |          |  
|Preferred stock, $0.01 par value; authorized 5,000,000 shares; issued and outstanding no shares in 2001 and 2002                             |  |              |         |   |      |   |         |  
|Common stock, $0.01 par value; authorized 100,000,000 shares, issued and outstanding 24,104,009 shares in 2001 and 24,600,114 shares in
2002 |  |              | 242      |   |      |   | 246      |  
|Additional paid-in capital                                                                                                                   |  |              | 241,769  |   |      |   | 242,570  |  
|Accumulated deficit                                                                                                                          |  |              | (211,894 | ) |      |   | (230,008 | )
|Deferred stock compensation                                                                                                                  |  |              | (5       | ) |      |   |         |  
|Accumulated other comprehensive loss                                                                                                         |  |              | (552     | ) |      |   | (582     | )
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total stockholders equity                                                                                                                   |  |              | 29,560   |   |      |   | 12,226   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  
|Total liabilities and stockholders equity                                                                                                   |  | $            | 39,354   |   |      | $ | 25,473   |  
|                                                                                                                                             |  |              |          |   |      |   |          |  



See accompanying notes
to Consolidated Financial Statements



34



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##### Table of Contents

CLICK2LEARN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                              |  | Year Ended December 31, |        
|                                                              |  | 2000                    |         |   | 2001 |   |         | 2002 | 
|Revenue:                                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|Platforms                                                     |  | $                       | 12,494  |   |      | $ | 21,046  |      |  | $ | 23,345  |  
|Tools                                                         |  |                         | 8,602   |   |      |   | 6,983   |      |  |   | 4,290   |  
|Content services                                              |  |                         | 4,399   |   |      |   | 3,180   |      |  |   | 2,842   |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Total revenue                                                 |  |                         | 25,495  |   |      |   | 31,209  |      |  |   | 30,477  |  
|Cost of revenue:                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Platforms                                                     |  |                         | 1,903   |   |      |   | 3,536   |      |  |   | 5,550   |  
|Tools                                                         |  |                         | 1,821   |   |      |   | 1,546   |      |  |   | 1,083   |  
|Content services                                              |  |                         | 3,888   |   |      |   | 2,879   |      |  |   | 2,472   |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Total cost of revenue                                         |  |                         | 7,612   |   |      |   | 7,961   |      |  |   | 9,105   |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Gross margin                                                  |  |                         | 17,883  |   |      |   | 23,248  |      |  |   | 21,372  |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Operating expenses:                                           |  |                         |         |   |      |   |         |      |  |   |         |  
|Research and development                                      |  |                         | 9,535   |   |      |   | 8,869   |      |  |   | 8,619   |  
|Sales and marketing                                           |  |                         | 20,530  |   |      |   | 18,536  |      |  |   | 16,595  |  
|General and administrative                                    |  |                         | 6,623   |   |      |   | 6,457   |      |  |   | 5,997   |  
|Amortization of goodwill                                      |  |                         |        |   |      |   | 433     |      |  |   |        |  
|Employee severance                                            |  |                         |        |   |      |   |        |      |  |   | 485     |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                                      |  |                         | 36,688  |   |      |   | 34,295  |      |  |   | 31,696  |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Operating loss from continuing operations                     |  |                         | (18,805 | ) |      |   | (11,047 | )    |  |   | (10,324 | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Other income (expense):                                       |  |                         |         |   |      |   |         |      |  |   |         |  
|Other income, net                                             |  |                         | 4       |   |      |   | 93      |      |  |   |        |  
|Interest income, net                                          |  |                         | 981     |   |      |   | 107     |      |  |   | 10      |  
|Equity in losses of affiliate                                 |  |                         | (510    | ) |      |   | (400    | )    |  |   | (200    | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Total other income (expense)                                  |  |                         | 475     |   |      |   | (200    | )    |  |   | (190    | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Loss from continuing operations                               |  |                         | (18,330 | ) |      |   | (11,247 | )    |  |   | (10,514 | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Income (loss) from discontinued operations                    |  |                         | 1,544   |   |      |   | (8,334  | )    |  |   | (7,600  | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Net loss                                                      |  | $                       | (16,786 | ) |      | $ | (19,581 | )    |  | $ | (18,114 | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Amounts per share, basic and diluted:                         |  |                         |         |   |      |   |         |      |  |   |         |  
|Loss from continuing operations                               |  | $                       | (1.08   | ) |      | $ | (0.57   | )    |  | $ | (0.43   | )
|Income (loss) from discontinued operations                    |  |                         | 0.09    |   |      |   | (0.42   | )    |  |   | (0.31   | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Net loss                                                      |  | $                       | (0.99   | ) |      | $ | (0.99   | )    |  | $ | (0.74   | )
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Weighted average common shares outstanding, basic and diluted |  |                         | 16,956  |   |      |   | 19,748  |      |  |   | 24,393  |  
|                                                              |  |                         |         |   |      |   |         |      |  |   |         |  



See accompanying notes
to Consolidated Financial Statements



35



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##### Table of Contents

CLICK2LEARN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS

(In thousands, except share data)



|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------------ |  | ----------------------- |  | ------------ |  | ------------------------ |  | ------ | ------------------------- |  | - | ------------------------------------------ | - |  | ------------------ | ---- | - | ----------------- | - | ---- | ----- |  | - | -------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                   |  | Preferred StockSeries A |  | Common Stock |  | AdditionalPaid-InCapital |  |        | DeferredStockCompensation |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | AccumulatedDeficit |      |   | ComprehensiveLoss |   |      | Total | 
|                                                                   |  | Shares                  |  | Amount       |  | Shares                   |  | Amount |                           |  |   |                                            |   | 
|Balances at December 31, 1999                                      |  |                        |  |             |  | 16,115,339               |  | $      | 162                       |  | $ | 217,521                                    |   |  | $                  | (484 | ) |                   | $ | (317 | )     |  | $ | (175,527 | ) |  |   |         |   |  | $ | 41,355  |  
|Stock options exercised                                            |  |                        |  |             |  | 1,167,309                |  |        | 12                        |  |   | 4,692                                      |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 4,704   |  
|Amortization of deferred stock compensation                        |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    | 71   |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 71      |  
|Forfeitures of deferred compensation                               |  |                        |  |             |  |                         |  |        |                          |  |   | (341                                       | ) |  |                    | 341  |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   |        |  
|Sale of common stock and warrants, net of offering costs of $177   |  |                        |  |             |  | 410,678                  |  |        | 4                         |  |   | 4,819                                      |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 4,823   |  
|Exercise of common stock warrants                                  |  |                        |  |             |  | 10,000                   |  |        |                          |  |   | 93                                         |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 93      |  
|Common stock sold pursuant to the employee stock purchase plan     |  |                        |  |             |  | 183,237                  |  |        | 2                         |  |   | 982                                        |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 984     |  
|Comprehensive loss:                                                |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Net loss                                                           |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   |     |       |  |   | (16,786  | ) |  |   | (16,786 | ) |  |   | (16,786 | )
|Translation adjustments                                            |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   | (191 | )     |  |   |         |   |  |   | (191    | ) |  |   | (191    | )
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Total comprehensive loss                                           |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  | $ | (16,977 | ) |  |   |         |  
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Balances at December 31, 2000                                      |  |                        |  |             |  | 17,886,563               |  | $      | 180                       |  | $ | 227,766                                    |   |  | $                  | (72  | ) |                   | $ | (508 | )     |  | $ | (192,313 | ) |  |   |         |   |  | $ | 35,053  |  
|Stock options exercised                                            |  |                        |  |             |  | 342,101                  |  |        | 3                         |  |   | 560                                        |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 563     |  
|Amortization of deferred stock compensation                        |  |                        |  |             |  |                         |  |        |                          |  |   | 62                                         |   |  |                    | 51   |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 113     |  
|Forfeitures of deferred compensation                               |  |                        |  |             |  |                         |  |        |                          |  |   | (16                                        | ) |  |                    | 16   |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   |        |  
|Common stock issued in business combinations                       |  |                        |  |             |  | 1,812,500                |  |        | 18                        |  |   | 4,402                                      |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 4,420   |  
|Sale of common stock and warrants, net of offering costs of $1,127 |  |                        |  |             |  | 3,680,000                |  |        | 37                        |  |   | 8,036                                      |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 8,073   |  
|Exercise of common stock warrants                                  |  |                        |  |             |  | 74,759                   |  |        | 1                         |  |   |                                           |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 1       |  
|Common stock sold pursuant to the employee stock purchase plan     |  |                        |  |             |  | 308,086                  |  |        | 3                         |  |   | 959                                        |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 962     |  
|Comprehensive loss:                                                |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Net loss                                                           |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   |     |       |  |   | (19,581  | ) |  |   | (19,581 | ) |  |   | (19,581 | )
|Translation adjustments                                            |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   | (44  | )     |  |   |         |   |  |   | (44     | ) |  |   | (44     | )
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Total comprehensive loss                                           |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  | $ | (19,625 | ) |  |   |         |  
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Balances at December 31, 2001                                      |  |                        |  |             |  | 24,104,009               |  | $      | 242                       |  | $ | 241,769                                    |   |  | $                  | (5   | ) |                   | $ | (552 | )     |  | $ | (211,894 | ) |  |   |         |   |  | $ | 29,560  |  
|Stock options exercised                                            |  |                        |  |             |  | 46,156                   |  |        |                          |  |   | 94                                         |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 94      |  
|Amortization of deferred stock compensation                        |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    | 5    |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 5       |  
|Issuance of common stock warrants                                  |  |                        |  |             |  |                         |  |        |                          |  |   | 178                                        |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 178     |  
|Common stock sold pursuant to the employee stock purchase plan     |  |                        |  |             |  | 449,949                  |  |        | 4                         |  |   | 529                                        |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  |   |        |   |  |   | 533     |  
|Comprehensive loss:                                                |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Net loss                                                           |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   |     |       |  |   | (18,114  | ) |  |   | (18,114 | ) |  |   | (18,114 | )
|Translation adjustments                                            |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   | (30  | )     |  |   |         |   |  |   | (30     | ) |  |   | (30     | )
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Total comprehensive loss                                           |  |                        |  |             |  |                         |  |        |                          |  |   |                                           |   |  |                    |     |   |                   |   |     |       |  |   |         |   |  | $ | (18,144 | ) |  |   |         |  
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  
|Balances at December 31, 2002                                      |  |                        |  |             |  | 24,600,114               |  | $      | 246                       |  | $ | 242,570                                    |   |  | $                  |     |   |                   | $ | (582 | )     |  | $ | (230,008 | ) |  |   |         |   |  | $ | (12,226 | )
|                                                                   |  |                         |  |              |  |                          |  |        |                           |  |   |                                            |   |  |                    |      |   |                   |   |      |       |  |   |          |   |  |   |         |   |  |   |         |  



See accompanying notes
to Consolidated Financial Statements



36



---

##### Table of Contents

CLICK2LEARN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                     |  | Year Ended December 31, |        
|                                                                                                     |  | 2000                    |         |   | 2001 |   |         | 2002 | 
|Cash flows from operating activities:                                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Continuing operations:                                                                               |  |                         |         |   |      |   |         |      |  |   |         |  
|Net loss                                                                                             |  | $                       | (18,330 | ) |      | $ | (11,247 | )    |  | $ | (10,514 | )
|Adjustments to reconcile net loss to net cash provided by (used in) continuing operating activities: |  |                         |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization                                                                        |  |                         | 1,728   |   |      |   | 2,505   |      |  |   | 2,252   |  
|Provision for returns and doubtful accounts                                                          |  |                         | 863     |   |      |   | 1,198   |      |  |   | 1,557   |  
|Write-off property and equipment                                                                     |  |                         |        |   |      |   |        |      |  |   | 270     |  
|Stock compensation expense                                                                           |  |                         | 71      |   |      |   | 113     |      |  |   | 5       |  
|Equity in loss from affiliate                                                                        |  |                         | 510     |   |      |   | 400     |      |  |   | 200     |  
|Changes in assets and liabilities:                                                                   |  |                         |         |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                                                  |  |                         | (2,802  | ) |      |   | (5,583  | )    |  |   | 2,632   |  
|Inventories                                                                                          |  |                         | 11      |   |      |   | 130     |      |  |   | 13      |  
|Prepaid royalties and licenses                                                                       |  |                         | (142    | ) |      |   | 57      |      |  |   | 23      |  
|Receivables from related companies                                                                   |  |                         | (2      | ) |      |   | 3       |      |  |   | (33     | )
|Other current assets                                                                                 |  |                         | 1,446   |   |      |   | (107    | )    |  |   | (527    | )
|Accounts payable                                                                                     |  |                         | 730     |   |      |   | (665    | )    |  |   | 317     |  
|Accrued compensation and benefits                                                                    |  |                         | 1,402   |   |      |   | (1,020  | )    |  |   | (494    | )
|Deferred revenue                                                                                     |  |                         | (6      | ) |      |   | 773     |      |  |   | 1,982   |  
|Other current liabilities                                                                            |  |                         | (411    | ) |      |   | (336    | )    |  |   | 165     |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash used in continuing operating activities                                                     |  |                         | (14,932 | ) |      |   | (13,779 | )    |  |   | (2,152  | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Discontinued operations:                                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Income (loss) from discontinued operations                                                           |  |                         | 1,544   |   |      |   | (8,334  | )    |  |   | (7,600  | )
|Amortization expense                                                                                 |  |                         | 946     |   |      |   | 8,701   |      |  |   |        |  
|Accounts receivable forfeited                                                                        |  |                         |        |   |      |   |        |      |  |   | 4,475   |  
|Gain on sale of assets                                                                               |  |                         |        |   |      |   |        |      |  |   | (927    | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) discontinued operating activities                                     |  |                         | 2,490   |   |      |   | 367     |      |  |   | (4,052  | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash used in operating activities                                                                |  |                         | (12,442 | ) |      |   | (13,412 | )    |  |   | (6,204  | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities:                                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Continuing operations:                                                                               |  |                         |         |   |      |   |         |      |  |   |         |  
|Purchase of property and equipment                                                                   |  |                         | (1,462  | ) |      |   | (1,935  | )    |  |   | (3,011  | )
|Payments related to acquisitions, net of cash acquired                                               |  |                         |        |   |      |   | (247    | )    |  |   |        |  
|Investment in affiliate                                                                              |  |                         | (740    | ) |      |   | (639    | )    |  |   |        |  
|Other                                                                                                |  |                         | 159     |   |      |   | (3      | )    |  |   | (10     | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash used in continuing investing activities                                                     |  |                         | (2,043  | ) |      |   | (2,824  | )    |  |   | (3,021  | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Discontinued operations:                                                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Proceeds from sale of assets                                                                         |  |                         |        |   |      |   |        |      |  |   | 1,000   |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by discontinued activities                                                         |  |                         |        |   |      |   |        |      |  |   | 1,000   |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                                |  |                         | (2,043  | ) |      |   | (2,824  | )    |  |   | (2,021  | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities:                                                                |  |                         |         |   |      |   |         |      |  |   |         |  
|Repayment of notes payable                                                                           |  |                         | (84     | ) |      |   |        |      |  |   |        |  
|Repayments on debt                                                                                   |  |                         | (4      | ) |      |   | (87     | )    |  |   | (2,501  | )
|Proceeds from borrowings                                                                             |  |                         |        |   |      |   | 1,000   |      |  |   | 4,162   |  
|Proceeds from exercise of stock options                                                              |  |                         | 4,704   |   |      |   | 563     |      |  |   | 94      |  
|Net proceeds from sale of common and preferred stock and common stock warrants                       |  |                         | 5,900   |   |      |   | 9,036   |      |  |   | 533     |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net cash provided by financing activities                                                            |  |                         | 10,516  |   |      |   | 10,512  |      |  |   | 2,288   |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Effect of foreign exchange rate changes on cash                                                      |  |                         | (191    | ) |      |   | (44     | )    |  |   | (30     | )
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net decrease in cash and cash equivalents                                                            |  |                         | (4,160  | ) |      |   | (5,768  | )    |  |   | (5,967  | )
|Cash and cash equivalents at beginning of year                                                       |  |                         | 19,481  |   |      |   | 15,321  |      |  |   | 9,553   |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                                             |  | $                       | 15,321  |   |      | $ | 9,553   |      |  | $ | 3,586   |  
|                                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Supplemental disclosure of non cash activities:                                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|Non cash acquisition of software                                                                     |  | $                       | 690     |   |      | $ |        |      |  | $ |        |  
|Common stock issued in purchase business combinations                                                |  | $                       |        |   |      | $ | 4,420   |      |  | $ |        |  
|Issuance of common stock warrants                                                                    |  | $                       |        |   |      | $ |        |      |  | $ | 178     |  



See accompanying
notes to Consolidated Financial Statements



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001, AND 2002



(1) Summary of Significant Policies



(a) Description of Business



Click2learn, Inc. (Click2learn) develops, markets, distributes, and supports an integrated suite of enterprise learning software products.
Click2learns markets are worldwide and include a broad range of industries.



(b) Principles of Consolidation



The accompanying consolidated financial statements include the financial statements of Click2learn and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in
consolidation. Investments in 20% to 50% owned companies, which has consisted only of Click2learn Japan, K.K., are accounted for using the equity method of accounting.



(c) Use of Estimates



The preparation of financial statements requires management of Click2learn to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Accordingly, actual results may differ from these estimates.



(d) Cash and Cash Equivalents



Cash and cash equivalents of $9,553 and $3,586 at December 31, 2001 and 2002, respectively, consist of overnight repurchase agreements and certificates of
deposit with an initial term of less than three months. All highly liquid financial instruments purchased with a remaining maturity of three months or less at the date of purchase are reported as cash equivalents.



(e) Foreign Currency Translation



The functional currency of Click2learns foreign subsidiaries is the
local currency in the country in which the subsidiary is located. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated
at the average rates of exchange prevailing during the year. The translation adjustment resulting from this process is presented separately as a component of accumulated other comprehensive loss in stockholders equity. Gains and losses on
foreign currency transactions are included in the consolidated statement of operations as incurred. To date, gains and losses on foreign currency transactions have not been significant.



(f) Accounts Receivable



Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is Click2learns best estimate
of the amount of probable credit losses in Click2learns existing accounts receivable. Click2learn determines the allowance based on historical write-off experience by industry and national economic data. Click2learn reviews its allowance for
doubtful accounts monthly. Past due balances over 90 days are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is
considered remote. Click2learn does not have any off-balance sheet credit exposure related to its customers.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(g) Concentration of Credit and Sales Risk



Click2learn has a diverse customer base including customers in numerous
industries and governmental organizations. Click2learn performs ongoing credit evaluations of its customers financial condition and generally requires no collateral. For the year ended December 31, 2002, one customer accounted for 13.7% of
total revenues from continuing operations and 12% of accounts receivable. For the years ended December 31, 2001 and 2000, no customer accounted for 10% or more of total revenues from continuing operations and accounts receivable.



(h) Inventories



Inventories are stated at the lower of cost or market. Cost is determined
principally using a first-in, first-out cost flow assumption.



(i) Financial Instruments



At December 31,
2001 and 2002, the carrying values of financial instruments, such as cash and cash equivalents, trade receivables and accounts payable approximated their fair values based on the short-term maturities of these instruments. The carrying value of the
bank term loan outstanding approximated fair value as the interest rate on the debt instrument is variable in nature and tied to prevailing market rates.



(j) Property and Equipment



Property and equipment are stated at cost. Plant and equipment under capital leases are stated at the present value of minimum lease payments.



Depreciation is computed using the straight-line method over the estimated
useful lives of three to seven years. Leasehold improvements are amortized over the lesser of the lease term or estimated useful life. Repairs and maintenance that do not improve or extend the lives of the respective assets are expensed in the
period incurred. Total depreciation for the years ended December 31, 2001 and 2002 is $1,405 and $1,085, respectively, of which 28% and 30%, respectively, was recorded in cost of services, and 72% and 70%, respectively, was recorded in selling,
general, and administrative expense.



(k) Goodwill and Other
Intangible Assets



Goodwill represents the excess of costs
over fair value of assets of businesses acquired. Click2learn adopted the provisions of Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, as of January 1, 2002. Goodwill and
intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 also
requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with Statement of Financial Accounting Standards No.
144 (SFAS 144), Accounting for Impairment or Disposal of Long-Lived Assets.



In connection with SFAS 142s transitional goodwill impairment evaluation, Click2learn performed an assessment of whether there was an indication that goodwill is impaired as of the date of adoption. To
accomplish this, Click2learn was required to identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting
units as of January 1, 2002. To the extent the carrying amount of a reporting unit exceeded the



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



fair value of the reporting unit, Click2learn would be required to perform the second step of the transitional impairment test. The second step, which
requires a comparison of the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill was not required because the carrying amount of the reporting unit did not exceed its respective fair value.



Prior to the adoption of SFAS 142, goodwill was amortized on a
straight-line basis over the expected periods to be benefited, generally 15 years, and assessed for recoverability by determining whether the amortization of the goodwill balance over its remaining life could be recovered through undiscounted future
operating cash flows of the acquired operation. Goodwill amortization in 2000 and 2001, prior to the adoption of SFAS 142, was $946 and $1,494. All other intangible assets were amortized on a straight-line basis from 3 to 5 years. The amount of
goodwill and other intangible asset impairment, if any, was measured based on projected discounted future operating cash flows using a discount rate reflecting Click2learns average cost of funds.



(l) Impairment of Long-Lived Assets



SFAS 144 provides a single accounting model for disposal of long-lived
assets. SFAS 144 also changes the criteria for classifying an asset as held for sale and broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such
operations. Click2learn adopted SFAS 144 on January 1, 2002. The adoption of SFAS 144 did not affect our consolidated financial position or results of operations as of January 1, 2002. The broadened definition of discontinued operations with SFAS
144 has affected the presentation and disclosure of our results of operations for the year ended 2002 and prior years presented for comparison. In accordance with SFAS 144, long-lived assets, such as property, plant, and equipment, and purchased
intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the
amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and
are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.



Goodwill and intangible assets not subject to amortization are tested
annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the assets fair
value.



Prior to the adoption of SFAS 144, Click2learn
accounted for long-lived assets in accordance with SFAS No. 121 (SFAS 121), Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.



(m) Revenue Recognition



Click2learn recognizes revenue pursuant to the requirements of Statement of Position No. 97-2, Software Revenue Recognition
(SOP 97-2), as amended by Statement of Position No. 98-9, Software Revenue Recognition with Respect to Certain Arrangements. Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when
persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable, collectibility is probable and the arrangement does not require significant customization of the software.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



For all sales, Click2learn uses either a binding purchase order or signed agreement, depending on the
nature of the transaction, as evidence of an arrangement. Sales through its significant resellers are evidenced by a master agreement governing the relationship.



For software license fees in single element arrangements and multiple element arrangements which do not include
customization or consulting services, delivery typically is deemed to occur when the product is shipped to customers.



At the time of each transaction, Click2learn assesses whether the fee associated with its revenue is fixed and determinable and whether or not collection
is reasonably assured. Click2learn assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after Click2learns normal payment terms, based upon a
variable matrix such as a minimum level of distribution or subject to refund (other than refunds for warranty claims or its uncured defaults), Click2learn accounts for the fee as not being fixed and determinable. In these cases, Click2learn defers
revenue and recognize it when it becomes due and payable.



Click2learn assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. Click2learn does not request collateral from its
customers. If Click2learn determines at the time of the transaction that collection of a fee is not reasonably assured, it defers revenue until the time collection becomes reasonably assured, generally when payment is received.



For multiple element arrangements, when company-specific objective evidence
of fair value exists for all of the undelivered elements of the arrangement, but does not exist for one or more of the delivered elements in the arrangement, Click2learn recognizes revenue under the residual method. Under the residual method, at the
outset of the arrangement with a customer, Click2learn defers revenue for the fair value of its undelivered elements such as consulting services and product support and upgrades, and recognizes the revenue for the remainder of the arrangement fee
attributable to the elements initially delivered, such as software licenses, when the criteria in SOP 97-2 have been met. Company-specific objective evidence is established for support and upgrades of standard products for which no installation or
customization is required based upon the amounts Click2learn charges when support and upgrades are sold separately. For multiple element arrangements involving installation or customization, company-specific objective evidence is established for
support and maintenance arrangements if its customers have an optional annual renewal rate specified in the arrangement and the rate is substantive. Company-specific objective evidence is established for consulting and installation services based on
the hourly rates Click2learn charges for its employees when they are performing these services provided Click2learn has the ability to accurately estimate the hours required to complete a project based upon its experience with similar projects.



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



Click2learn recognizes revenue from non-refundable minimum royalty agreements
from distributors or resellers upon delivery of product to the distributor or reseller, provided no significant obligations remain outstanding and the conditions of SOP 97-2 have been met. If minimum royalties are exceeded, the additional royalties
are recognized as revenue when earned, based on the contractual reporting obligations.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Revenue from subscription licenses, hosting agreements and support agreements is recognized on a
straight-line basis over the life of the contract.



Revenue
by license and service for the years ended December 31, 2000, 2001, and 2002 is as follows (in thousands):



|              |  |                         |        |      |   |        |  |   |       
|------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|              |  | Year Ended December 31,
|              |  | 2000                    |        | 2001 |   | 2002  
|Revenue:      |  |                         |        |      |   |        |  |   |       
|License       |  | $                       | 11,845 |      | $ | 15,508 |  | $ | 12,107
|Service       |  |                         | 13,650 |      |   | 15,701 |  |   | 18,370
|              |  |                         |        |      |   |        |  |   |       
|Total revenue |  | $                       | 25,495 |      | $ | 31,209 |  | $ | 30,477
|              |  |                         |        |      |   |        |  |   |       



(n) Research
and Development



Research and development costs, which
consist primarily of software development costs, are expensed as incurred. Financial accounting standards provide for the capitalization of certain software development costs after technological feasibility of software is established. Under
Click2learns current practice of developing new products and enhancements, the technological feasibility of the underlying software is not established until the completion of a working model at which time all product development is
substantially complete. Accordingly, no such costs have been capitalized because the impact would not be material.



(o) Income Taxes



Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
results of operations in the period that includes the enactment date.



(p) Stock-Based Compensation



Click2learn
applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44
(FIN 44), Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB 25, issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation expense is recorded only
if the current market price of the underlying stock exceeded the exercise price on the date of grant. Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation, established
accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS 123, Click2learn has elected to continue to apply the intrinsic-value-based method of accounting
described above, and has adopted only the disclosure requirements of SFAS 123. The following table illustrates the effect on net income if the fair-value-based method had been applied to all outstanding and unvested awards in each period.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                                                                                                            |  |                                       |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                            |  | Year Ended December 31,               |        
|                                                                                                                            |  | 2000                                  |         |   | 2001 |   |         | 2002 | 
|                                                                                                                            |  | (In thousands, except per share data) |        
|Net loss, as reported                                                                                                       |  | $                                     | (16,786 | ) |      | $ | (19,581 | )    |  | $ | (18,114 | )
|Add stock-based employee compensation expenses included in reported net loss, net of tax                                    |  |                                       | 71      |   |      |   | 113     |      |  |   | 5       |  
|Deduct total stock-based employee compensation expense determined under fair-value-based method for all rewards, net of tax |  |                                       | (6,422  | ) |      |   | (6,498  | )    |  |   | (5,460  | )
|                                                                                                                            |  |                                       |         |   |      |   |         |      |  |   |         |  
|Pro forma net loss                                                                                                          |  | $                                     | (23,137 | ) |      | $ | (25,966 | )    |  | $ | (23,569 | )
|Basic and diluted net loss per share:                                                                                       |  |                                       |         |   |      |   |         |      |  |   |         |  
|As reported                                                                                                                 |  | $                                     | (0.99   | ) |      | $ | (0.99   | )    |  | $ | (0.74   | )
|Pro forma                                                                                                                   |  | $                                     | (1.36   | ) |      | $ | (1.31   | )    |  | $ | (0.97   | )



(q) Advertising



Advertising costs are expensed as incurred and are
included in sales and marketing expenses. Advertising expense was $564, $555, and $318, respectively, during the years ended December 31, 2000, 2001, and 2002.



(r) Net Loss Per Share



Basic net loss per share is computed by dividing the sum of net loss by the weighted average number of common shares outstanding during the period.
Diluted share amounts reflect the weighted average number of common and dilutive shares outstanding during the period. As Click2learn had a net loss attributable to common stockholders in each of the periods presented, basic and diluted net losses
per share are the same.



Excluded from the computation of
diluted loss per share for the year ended December 31, 2002 are options to acquire approximately 6,239,354 shares of common stock with a weighted average share price of $4.19 and warrants to purchase 3,825,010 shares of common stock with a weighted
average share price of $5.33 because their effects would be anti-dilutive. Excluded from the computation of diluted earnings per share for the years ended December 31, 2000 and 2001 are options to acquire approximately 5,196,433 and 5,669,125
shares, respectively, of common stock with a weighted average exercise price of $9.64 and $6.49, respectively, and warrants to purchase 1,797,829 and 3,633,686 shares, respectively, of common stock with a weighted average share price of $8.45 and
$5.75, respectively, because their effects would be anti-dilutive.



(s) Comprehensive Loss



Click2learns
total comprehensive loss for the years ended December 31, 2000, 2001, and 2002 consisted of net loss and foreign currency translation adjustments. Accumulated other comprehensive loss as of December 31, 2000, 2001, and 2002 consists of foreign
currency translation adjustments. The tax effects on the foreign currency translation adjustments were not significant.



(t) Derivative Financial Instruments



Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), as
amended, requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current results of operations or other comprehensive income (loss) depending on
whether a derivative is designated as part of a hedge transaction, and if so, the type of risk being hedged.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



For a derivative designated as a fair value hedge, the gain or loss of the derivative in the period
of change and the offsetting loss or gain of the hedged item attributed to the hedged risk are recognized in results of operations. For a derivative designated as a cash flow hedge, the effective portion of the derivatives gain or loss is
initially reported as a component of other comprehensive income (loss) and subsequently reclassified into results of operations when the hedged exposure affects results of operations. The ineffective portion of the gain or loss of a cash flow hedge
is recognized immediately in results of operations. For a derivative not designated as a hedging instrument, the gain or loss is recognized in results of operations in the period of change.



Click2learn had no derivative financial instruments outstanding as of
December 31, 2001 and 2002.



(u) New Pronouncements



In June 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 143 (SFAS 143), Accounting for Asset Retirement Obligations.SFAS 143 would require Click2learn to record the fair value of an asset retirement obligation
as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. Click2learn would also
record a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and
changes in the estimated future cash flows underlying the obligation. Click2learn is required to adopt SFAS 143 on January 1, 2003. The adoption of SFAS 143 is not expected to have a material effect on Click2learns financial statements.



In April 2002, the FASB issued Statement of Financial
Accounting Standards No. 145, (SFAS 145), Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 amends existing guidance on reporting gains and losses on the
extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of such extinguishments have become part of the risk management strategy of many companies. SFAS 145 also amends Statement No. 13 to require
sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of SFAS 145 related to the rescission of Statement No. 4 are applied in fiscal years beginning after May 15,
2002. The provisions of SFAS 145 related to Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS 145 is not expected to have a material effect on Click2learns
financial statements.



In June 2002, the FASB issued Statement
of Financial Accounting Standards No. 146 (SFAS 16), Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The provisions of this Statement are effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of SFAS 146 is not expected to have a material effect on Click2learns financial statements.



In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. The initial recognition and measurement provisions of FIN 45 are applicable to
guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on Click2learns financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending
after December 15, 2002 and are discussed at Note 7.



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In November 2002, the EITF reached a consensus on Issue No. 00-21 (EITF 00-21),
Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which the vendor will perform multiple revenue generating activities. EITF 00-21 will be effective for
periods beginning after June 15, 2003. The adoption of EITF 00-21 is not expected to have a material impact on Click2learns financial position and results of operations.



In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148 (SFAS 148), Accounting
for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123. SFAS 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of Statement No. 123 to require more prominent disclosures in both annual and interim financial
statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.



In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities,
an interpretation of ARB No. 51. FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in FIN 46. FIN 46 applies immediately to variable interests in variable interest entities created after January
31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For public enterprises with a variable interest in a variable interest entity created before February 1, 2003, FIN 46 applies to that enterprise no
later than the beginning of the first interim or annual reporting period beginning after June 15, 2003. The application of FIN 46 is not expected to have a material effect on Click2learns financial statements. FIN 46 requires certain
disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that Click2learn will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.



(2) Inventories



Inventories consist of the following (in thousands):



|               |  |              |    |      |   |   
|-------------- |  | ------------ | -- | ---- | - | --
|               |  | December 31,
|               |  | 2001         |    | 2002
|Raw materials  |  | $            | 47 |      | $ | 23
|Finished goods |  |              | 15 |      |   | 26
|               |  |              |    |      |   |   
|               |  | $            | 62 |      | $ | 49
|               |  |              |    |      |   |   



Property and Equipment



Property and equipment consists of the following (in
thousands):



|                                               |  |              |        |      |   |       
|---------------------------------------------- |  | ------------ | ------ | ---- | - | ------
|                                               |  | December 31,
|                                               |  | 2001         |        | 2002
|Leasehold improvements                         |  | $            | 651    |      | $ | 657   
|Computer equipment and software                |  |              | 9,093  |      |   | 8,913 
|Furniture and fixtures                         |  |              | 1,283  |      |   | 1,100 
|                                               |  |              |        |      |   |       
|                                               |  |              | 11,027 |      |   | 10,670
|Less accumulated depreciation and amortization |  |              | 8,777  |      |   | 9,456 
|                                               |  |              |        |      |   |       
|                                               |  | $            | 2,250  |      | $ | 1,214 
|                                               |  |              |        |      |   |       



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(3) Goodwill and Other Intangible Assets



Click2learn adopted the provisions of Statement of Financial Accounting
Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, as of January 1, 2002. Based upon Click2learns analysis, there was no impairment of goodwill upon completion of the transitional goodwill impairment test.
Click2learns identifiable intangible assets as of January 1, 2002 consisted of acquired technology. Click2learn has reviewed the useful lives of identifiable intangible assets and determined that the original useful lives of 3 to 5 years were
appropriate. In the fourth quarter of 2002, Click2learn performed its annual evaluation of goodwill and other intangibles and no impairment was indicated. Click2learn will reassess the carrying value of its goodwill assets in the fourth quarter of
each year, unless indicators of impairment become apparent earlier.



Net loss and net loss per share for the years ended 2000, 2001, and 2002 adjusted to exclude goodwill amortization (in thousands, except per share data):



|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                    |  | 2000 |         |   | 2001 |   |         | 2002 | 
|Net loss:                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Loss from continuing operations                     |  | $    | (18,330 | ) |      | $ | (11,247 | )    |  | $ | (10,514 | )
|Goodwill amortization                               |  |      |        |   |      |   | 433     |      |  |   |        |  
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Adjusted loss from continuing operations            |  |      | (18,330 | ) |      |   | (10,814 | )    |  |   | (10,514 | )
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Income (loss) from discontinued operations          |  |      | 1,544   |   |      |   | (8,334  | )    |  |   | (7,600  | )
|Goodwill amortization                               |  |      | 946     |   |      |   | 1,061   |      |  |   |        |  
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Adjusted income (loss) from discontinued operations |  |      | 2,490   |   |      |   | (7,273  | )    |  |   | (7,600  | )
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Adjusted net loss                                   |  | $    | (15,840 | ) |      | $ | (18,087 | )    |  | $ | (18,114 | )
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Basic and diluted loss per share:                   |  |      |         |   |      |   |         |      |  |   |         |  
|Loss from continuing operations                     |  | $    | (1.08   | ) |      | $ | (0.57   | )    |  | $ | (0.43   | )
|Goodwill amortization                               |  |      |        |   |      |   | 0.02    |      |  |   |        |  
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Adjusted loss from continuing operations            |  |      | (1.08   | ) |      |   | (0.55   | )    |  |   | (0.43   | )
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Income (loss) from discontinued operations          |  |      | 0.09    |   |      |   | (0.42   | )    |  |   | (0.31   | )
|Goodwill amortization                               |  |      | 0.06    |   |      |   | 0.05    |      |  |   |        |  
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Adjusted income (loss) from discontinued operations |  |      | 0.15    |   |      |   | (0.37   | )    |  |   | (0.31   | )
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Adjusted net loss                                   |  | $    | (0.93   | ) |      | $ | (0.92   | )    |  | $ | (0.74   | )
|                                                    |  |      |         |   |      |   |         |      |  |   |         |  



Goodwill and
other intangibles are as follows (in thousands):



|                    |  |                     |       |                         |   |                   |  |                     |       |                         |   |                   |  |   |       |  |   |      
|------------------- |  | ------------------- | ----- | ----------------------- | - | ----------------- |  | ------------------- | ----- | ----------------------- | - | ----------------- |  | - | ----- |  | - | -----
|                    |  | December 31, 2001   |       | December 31, 2002      
|                    |  | GrossCarryingAmount |       | AccumulatedAmortization |   | NetCarryingAmount |  | GrossCarryingAmount |       | AccumulatedAmortization |   | NetCarryingAmount
|Goodwill            |  | $                   | 3,310 |                         | $ | 433               |  | $                   | 2,877 |                         | $ | 3,310             |  | $ | 433   |  | $ | 2,877
|Acquired technology |  |                     | 6,300 |                         |   | 3,116             |  |                     | 3,184 |                         |   | 8,807             |  |   | 4,171 |  |   | 4,636



(4) Click2learn Japan K.K.



In 2000, Click2learn Japan K.K., a Japanese
corporation, owned 36% by Click2learn, was formed to promote Click2learns products in Japan. Click2learn recognized losses of $510,000, $400,000 and $200,000 in



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



the years ending December 31, 2000, 2001 and 2002, respectively, representing its equity share in the losses of Click2learn Japan K.K. No sales were made to
Click2learn Japan K.K. in 2000, 2001 or 2002. Click2learn does not have contractual commitments to provide financing to Click2learn Japan K.K. as of December 31, 2002.



In June 2001, Click2learn Japan K.K. became an exclusive distributor of Click2learns ToolBook products in Japan and
will pay Click2learn royalties on the ToolBook products sold. The royalties paid were $0 and $91,000 for the years ended December 31, 2001 and 2002, respectively.



(5) Bank Credit Facility



In December 2002, Click2learn consolidated its existing $4 million working capital line of credit and $1 million term loan facility with Silicon
Valley Bank into a new $10 million working capital line. Under the new facility Click2learn will continue to repay the remaining balance of the term loan in accordance with the original terms (monthly payments of $41,666.67 plus interest ending
October 1, 2003), but the unpaid balance of the term loan will not be available under the line of credit. The term loan and the working capital line will bear interest at the greater of Silicon Valley Bank prime rate plus 2.25% or 7.0% and have
minimum monthly interest of $8,500 per month regardless of the loan balances.



The credit facility is collateralized by a security interest in all of Click2learns assets. Covenants in the loan agreements include restrictions on Click2learns ability to pay dividends or make other
distributions, make acquisitions or investments, merge or consolidate with others or dispose of assets, as well as financial covenants limiting the amount of net losses during any three month period and requiring Click2learn to maintain certain
levels of minimum tangible net worth. If not renewed the working capital line terminates and any advances made are due on December 6, 2004.



Under the revolving credit line, the principal amount of $2.2 million was outstanding as of December 31, 2002 all of which was repaid in the first quarter
of 2003. Borrowings outstanding under the term loan were $416,667 at December 31, 2002 all of which is repayable in 2003. Aggregate short term debt of $2.6 million at December 31, 2002 is presented net of debt discount of $178,000 attributable to
warrants. As of December 31, 2002, Click2learn was in compliance with the loans covenants.



(6) Guarantees



In
November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others.FIN 45 provides expanded accounting guidance surrounding liability recognition and disclosure requirements related to guarantees, as defined by this Interpretation. Click2learn adopted FIN 45 during the quarter ended
December 31, 2002. In the ordinary course of business, Click2learn is not subject to potential obligations under guarantees that fall within the scope of FIN 45 except for standard indemnification and warranty provisions that are contained within
many of our customer license and service agreements, and give rise only to the disclosure requirements prescribed by FIN 45.



Indemnification and warranty provisions contained within our customer license and service agreements are generally consistent with those prevalent in our
industry. The duration of our product warranties generally does not exceed 90 days following delivery of our products. We have not incurred significant obligations under customer indemnification or warranty provision historically and do not expect
to incur significant obligations in the future. Accordingly, we do not maintain accruals for potential customer indemnification or warranty-related obligations.



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(7) Leases



Click2learn leases office space under noncancelable operating leases expiring through 2008. Future minimum lease payments under noncancelable operating
leases with terms in excess of one year are as follows (in thousands):



|                                         |  |   |      
|---------------------------------------- |  | - | -----
|Years ending December 31 (in thousands): |  |   |      
|2003                                     |  | $ | 1,558
|2004                                     |  |   | 1,490
|2005                                     |  |   | 1,351
|2006                                     |  |   | 1,157
|2007                                     |  |   | 984  
|Thereafter                               |  |   | 819  
|                                         |  |   |      
|Total minimum lease payments             |  | $ | 7,359
|                                         |  |   |      



Rent expense under
operating leases approximated $2,057, $2,425, and $1,767 during the years ended December 31, 2000, 2001 and 2002, respectively.



At December 31, 2002, Click2learn had capital lease obligations of $14, which expire in 2003.



(8) Income Taxes



Net loss before income taxes consists of the following (in thousands):



|                                   |  |                         |         |   |      |   |         |      |  |   |         |  
|---------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                   |  | Year Ended December 31, |        
|                                   |  | 2000                    |         |   | 2001 |   |         | 2002 | 
|U.S.                               |  | $                       | (15,130 | ) |      | $ | (18,086 | )    |  | $ | (18,028 | )
|Foreign                            |  |                         | (1,656  | ) |      |   | (1,495  | )    |  |   | (86     | )
|                                   |  |                         |         |   |      |   |         |      |  |   |         |  
|Total net loss before income taxes |  | $                       | (16,786 | ) |      | $ | (19,581 | )    |  | $ | (18,114 | )
|                                   |  |                         |         |   |      |   |         |      |  |   |         |  



Click2learn has
recorded no provision for income taxes due to operating losses incurred. Click2learns income tax benefit differs from the expected income tax benefit computed by applying the U.S. federal statutory rate of 34% to net loss before income taxes
as follows (in thousands):



|                                            |  |                         |        |   |      |   |        |      |  |   |        |  
|------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                            |  | Year Ended December 31, |       
|                                            |  | 2000                    |        |   | 2001 |   |        | 2002 | 
|Income tax benefit at statutory rate of 34% |  | $                       | (5,707 | ) |      | $ | (6,658 | )    |  | $ | (6,159 | )
|Losses producing no current tax benefit     |  |                         | 5,328  |   |      |   | 3,514  |      |  |   | 6,057  |  
|Non-deductible goodwill amortization        |  |                         | 322    |   |      |   | 3,106  |      |  |   | 0      |  
|Other                                       |  |                         | 57     |   |      |   | 38     |      |  |   | 102    |  
|                                            |  |                         |        |   |      |   |        |      |  |   |        |  
|Total provision for income taxes            |  | $                       |       |   |      | $ |       |      |  | $ |       |  
|                                            |  |                         |        |   |      |   |        |      |  |   |        |  



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As of December 31, 2002, Click2learn had net operating loss carry forwards (NOL) and research and
development tax credit carry forwards (R&D), substantially all of which relate to the U.S., available to offset future taxable income, whose expiration dates approximated the following (in thousands):



|                       |  |     |         |     |   |      
|---------------------- |  | --- | ------- | --- | - | -----
|                       |  | NOL |         | R&D
|2003                   |  | $   | 42,865  |     | $ |     
|From 2004 through 2009 |  |     | 78,485  |     |   | 2,066
|From 2010 through 2022 |  |     | 128,064 |     |   | 1,805
|                       |  |     |         |     |   |      
|                       |  | $   | 249,414 |     | $ | 3,871
|                       |  |     |         |     |   |      



Click2learns
ability to utilize NOL carryforwards is limited due to the change in ownership, as defined in the Internal Revenue Code Section 382, which occurred at the time of Click2learns initial public offering of securities (IPO). Approximately $32.2
million of NOLs were acquired in business combinations.



Deferred income tax assets consist of the following (in thousands):



|                                                       |  |              |         |   |      |   |         |  
|------------------------------------------------------ |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                       |  | December 31, |        
|                                                       |  | 2001         |         |   | 2002 |  
|Deferred tax assets:                                   |  |              |         |   |      |   |         |  
|U.S. net operating loss carryforwards                  |  | $            | 70,956  |   |      | $ | 84,801  |  
|Foreign net operating loss carryforwards               |  |              |        |   |      |   | 1,665   |  
|Research and development tax credit carryforwards      |  |              | 4,165   |   |      |   | 3,871   |  
|Allowance for doubtful accounts and sales returns      |  |              | 486     |   |      |   | 315     |  
|Other provisions and expenses not currently deductible |  |              | 555     |   |      |   | 240     |  
|                                                       |  |              |         |   |      |   |         |  
|                                                       |  |              | 76,162  |   |      |   | 90,892  |  
|Valuation allowance for deferred tax assets            |  |              | (76,162 | ) |      |   | (90,892 | )
|                                                       |  |              |         |   |      |   |         |  
|Net deferred tax assets                                |  | $            |        |   |      | $ |        |  
|                                                       |  |              |         |   |      |   |         |  



For financial
reporting purposes, a valuation allowance has been established due to the uncertainty of the realization of the deferred tax assets. The valuation allowance for deferred tax assets increased $6,215, $3,780, and $14,730 in the years ended December
31, 2000, 2001, 2002, respectively.



(9) Acquisitions



The following transaction was accounted for as a purchase and
accordingly, the results of operations are included from the acquisition date:



IntelliPrep Technologies, Incorporated. (IntelliPrep)



In May 2001, Click2learn acquired IntelliPrep, a provider of technology for personalized learning. Click2learn issued 1,812,500 shares of common stock and
450,000 options to acquire its common stock valued at $4,419,688. In connection with the acquisition, Click2learn incurred approximately $600,000 of acquisition related expenditures of which $216,000 was unpaid as of December 31, 2002. Goodwill of
$3.3 million and other identifiable intangible assets of $1.4 million representing acquired software were recorded in connection with the acquisition. No elements of in-process research and development were identified as part of the acquisition.
Goodwill is amortized over 5 years through December 31, 2001 and other intangible assets are amortized over 3 years.



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The following table presents unaudited proforma results of operations as if the acquisition of
IntelliPrep had occurred as of January 1, 2000 (in thousands, except per share data):



|                                    |  |                          |         |   |      |   |         |  
|----------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                    |  | Years ended December 31, |        
|                                    |  | 2000                     |         |   | 2001 |  
|Revenue                             |  | $                        | 25,550  |   |      | $ | 31,646  |  
|Net loss from continuing operations |  |                          | (18,854 | ) |      |   | (20,115 | )
|Net loss per share                  |  |                          | (1.11   | ) |      |   | (1.02   | )



(10) Impairment of Goodwill



During the fourth quarter of 2001, Click2learn
identified indicators of possible impairment of its recorded goodwill related to its custom content development business. Such indicators included the general slowdown in the custom content development business evidenced by general declines in
demand, utilization rates of related personnel and profit margins. In addition, significant declines in valuations of similar businesses in comparison with the market valuations at the time Click2learn invested in the acquired businesses and changes
in Click2learns plans for content development services. Based on the results of its discounted cash flow analyses, Click2learn recognized impairment charges in connection with the following acquisitions made primarily in 1997 through 1999,
Oakes Interactive, Inc., TopShelf Multimedia, Inc., Acorn Consulting, Inc., Communication Strategies, Inc., Strategic Systems Associates, Inc., Graham-Wright Interactive, Inc., Pixelmedia Ltd. and 3 Dog Multimedia, Inc. Accordingly, Click2learn
recorded an impairment loss of $7.6 million during the fourth quarter of 2001 included in income (loss) from discontinued operations in the consolidated statements of operations. There was no impairment of goodwill in the year ended December 31,
2002.



(11) Stockholders Equity



(a) Common Stock



On August 18, 1999, Click2learn sold 428,571 shares of common stock and
warrants to purchase 428,571 shares of common stock with an exercise price of $7 per share to Go2Net, Inc. for an aggregate purchase price of $3 million, which includes the cost of warrants allocated to services provided under the Marketing
Agreement. A portion of the fair value of the warrants was allocated to the Marketing Agreement and was being amortized over the term of the Agreement. The fair value of these warrants was determined using the Black-Scholes option pricing model with
the following assumptions: (1) the stock price at the date of the securities purchase agreement, (2) a five-year life of the warrants, (3) no dividends, (4) risk-free interest rate of 5.0%, and (5) a volatility of approximately 60%. The
anti-dilution clause was triggered by the private placement transactions closing on November 20, 2001 and December 10, 2001 resulting in adjustments to the number of shares of common stock from 428,571 to 488,205 and adjustment to the exercise price
from $7 per share to $6.14. The warrants were all outstanding at December 31, 2002 and expire on August 18, 2004.



On October 6, 1999, in connection with the purchase of the Series A Stock, Click2learn issued Marshall Capital Management, Inc. (Marshall
Capital) warrants for the purchase of 580,646 shares of common stock and Vulcan Ventures warrants for the purchase of 387,096 shares of common stock at an exercise price of $9.30 per share. Click2learn allocated approximately $3.4 million of
the proceeds to the warrants using the Black-Scholes option pricing model and substantially the same assumptions as discussed in the preceding paragraph. Because the fair value of the preferred stock and common stock warrants issued exceeded the
proceeds received, Click2learn recorded a non-cash dividend associated with the preferred stock of $2.8 million. An anti-dilution clause was triggered by the private placement transactions closing in 2001 resulting in an adjustment to the exercise
price of the warrants from $9.30 per share to $7.93. The warrants were all outstanding at December 31,



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2002 and expire on October 6, 2004. Alpine Capital Partners, Inc. received warrants for the purchase of 30,000 shares of common stock at an exercise price of
$9.30 as a finders fee. An anti-dilution clause was triggered by the private placement transactions closing in 2001 resulting in an adjustment to the exercise price of the warrants from $9.30 per share to $7.93. Warrants for 20,000 shares of
common stock, which expire on October 6, 2004, were outstanding at December 31, 2002.



On December 12, 2000, Click2learn sold 410,678 shares of common stock to Marshall Capital for an aggregate purchase price of $5 million. In connection with the purchase of common stock, Click2learn issued warrants for
the purchase of 205,339 shares of common stock at an exercise price of $14.61 per share. An anti-dilution clause was triggered by the private placement transactions closing in 2001 resulting in an adjustment to the exercise price of the warrants
from $14.61 per share to $12.10. The warrants were all outstanding as of December 31, 2002 and expire on December 12, 2005. In addition, Click2learn issued Marshall Capital warrants for the purchase of up to 176,177 shares of common stock at an
exercise price of $.01, which would be exercisable if the price of Click2learns common stock declined between the closing of the purchase and the effective date of a related registration statement. The number of shares with respect to which
this warrant would become exercisable was determined by the change in Click2learns stock price. On January 19, 2001, Marshall Capital exercised the warrants for nominal additional consideration and received 74,759 additional shares. Warrants
for the remaining 101,418 shares expired on January 20, 2001.



In transactions closing on November 20, 2001 and December 10, 2001, Click2learn sold 3,680,000 shares of common stock to several accredited investors for an aggregate purchase price of $9.2 million. In connection with the purchase of the
common stock, Click2learn issued the investors warrants for the purchase of an additional 1,840,000 shares of common stock at an exercise price of $4.00 per share. Jefferies & Company, Inc. acted as placement agent in connection with these
transactions and was issued warrants for the purchase of 64,200 common shares on November 20, 2001 which expire on November 20, 2006 and for the purchase of 28,200 common shares on December 10, 2001 which expire on December 10, 2006, both at an
exercise price of $2.50 per share. On November 20, 2001, Click2learn issued warrants to ComVest Venture Partners, L.P. for the purchase of 12,000 shares and to Commonwealth Associates, L.P. for the purchase of 18,000 shares, both at an exercise
price of $2.50 per share. The warrants expire on November 20, 2006. Both ComVest Venture Partners, L.P. and Commonwealth Associates, L.P. acted as placement agents in connection with a portion of the private placement closing on November 20, 2001.
The warrants were all outstanding at December 31, 2002.



In
connection with the establishment of our line of credit with Silicon Valley Bank, on December 6, 2002 we issued Silicon Valley Bank a warrant for the purchase of 181,324 shares of common stock at an exercise price of $1.10 per share, which expires
on December 6, 2009. The warrant was outstanding at December 31, 2002.



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The terms of the warrants are summarized in the following table:



|                                  |  |                           |  |               |       |                 |                  
|--------------------------------- |  | ------------------------- |  | ------------- | ----- | --------------- | -----------------
|Original Warrant Holder(s)        |  | Total No. ofCommon Shares |  | ExercisePrice |       | Expiration Date
|Go2Net, Inc.                      |  | 488,205                   |  | $             | 6.14  |                 | August 18, 2004  
|Marshall Capital Management, Inc. |  | 580,646                   |  | $             | 7.93  |                 | October 6, 2004  
|Vulcan Ventures Inc.              |  | 387,096                   |  | $             | 7.93  |                 | October 6, 2004  
|Alpine Capital Partners           |  | 20,000                    |  | $             | 7.93  |                 | October 6, 2004  
|Marshall Capital Management, Inc. |  | 205,339                   |  | $             | 12.10 |                 | December 12, 2005
|November 20, 2001 Investors       |  | 1,370,000                 |  | $             | 4.00  |                 | November 20, 2008
|December 10, 2001 Investors       |  | 470,000                   |  | $             | 4.00  |                 | December 10, 2008
|Jefferies                         |  | 64,200                    |  | $             | 2.50  |                 | November 20, 2006
|Jefferies                         |  | 28,200                    |  | $             | 2.50  |                 | December 10, 2006
|ComVest                           |  | 12,000                    |  | $             | 2.50  |                 | November 20, 2006
|Commonwealth                      |  | 18,000                    |  | $             | 2.50  |                 | December 10, 2006
|SVB                               |  | 181,324                   |  | $             | 1.10  |                 | December 6, 2009 



(b) Stock Option
Plans



Click2learn has adopted stock option plans and
assumed stock options plans from acquisitions (the Plans) that provide for the issuance of nonqualified and incentive stock options to officers, employees, consultants, and directors to acquire up to 11,227,073 shares of common stock.
The Compensation Committee determines the terms and conditions of options granted under the Plans, including the exercise price. The exercise price for incentive stock options shall not be less than the fair market value at the date of grant, and
the options expire ten years from the date of grant. Option grants generally vest at 25% after the first year and ratably each month for the next three years or 50% at the first and second anniversary of the grant. When options are issued at less
than fair market value, compensation expense is recorded. All canceled options revert back to the option pool, other than options assumed under the 2000 IntelliPrep Incentive Equity Plan.



The fair value for the options granted was estimated using the Black-Scholes option pricing model with the following
assumptions:



|                        |  |                         |   |  |      |   |  |      |  
|----------------------- |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                        |  | Years endedDecember 31, |  
|                        |  | 2000                    |   |  | 2001 |   |  | 2002 |  
|Expected dividend yield |  | 0                       | % |  | 0    | % |  | 0    | %
|Risk-free interest rate |  | 5.3                     | % |  | 4.4  | % |  | 2.8  | %
|Expected life (years)   |  | 5                       |   |  | 5    |   |  | 5    |  
|Volatility              |  | 74                      | % |  | 130  | % |  | 124  | %



The weighted-average
fair value of stock options granted in 2000, 2001, and 2002 was $9.44, $2.42, and $1.02 per option, respectively.



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CLICK2LEARN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



A summary of Click2learns stock option activity is as follows:



|                                                      |  |                          |   |  |                     |   |  |                              |      
|----------------------------------------------------- |  | ------------------------ | - |  | ------------------- | - |  | ---------------------------- | -----
|                                                      |  |                          |   |  | Outstanding Options
|                                                      |  | Sharesavailable forgrant |   |  | Number ofshares     |   |  | Weightedaverageexerciseprice
|Balances at December 31, 1999                         |  | 942,527                  |   |  | 4,745,612           |   |  | $                            | 5.36 
|Increase in shares available for grant                |  | 1,513,923                |   |  |                    |   |  |                              |     
|Options granted                                       |  | (2,458,437               | ) |  | 2,458,437           |   |  |                              | 14.67
|Options exercised                                     |  |                         |   |  | (1,167,309          | ) |  |                              | 4.03 
|Options canceled                                      |  | 840,307                  |   |  | (840,307            | ) |  |                              | 7.84 
|                                                      |  |                          |   |  |                     |   |  |                              |      
|Balances at December 31, 2000                         |  | 838,320                  |   |  | 5,196,433           |   |  |                              | 9.64 
|Increase in shares available for grant                |  | 2,750,000                |   |  |                    |   |  |                              |     
|Options granted and assumption of plan in acquisition |  | (3,058,685               | ) |  | 3,058,685           |   |  |                              | 2.71 
|Options exercised                                     |  |                         |   |  | (342,101            | ) |  |                              | 1.65 
|Options canceled                                      |  | 2,243,892                |   |  | (2,243,892          | ) |  |                              | 9.08 
|                                                      |  |                          |   |  |                     |   |  |                              |      
|Balances at December 31, 2001                         |  | 2,773,527                |   |  | 5,669,125           |   |  |                              | 6.49 
|Increase in shares available for grant                |  |                         |   |  |                    |   |  |                              |     
|Options granted                                       |  | (2,725,971               | ) |  | 2,725,971           |   |  |                              | 1.03 
|Options exercised                                     |  |                         |   |  | (46,156             | ) |  |                              | 2.07 
|Options canceledIntelliPrep Plan                     |  |                         |   |  | (109,146            | ) |  |                              | 3.06 
|Options canceled all other plans                      |  | 2,000,440                |   |  | (2,000,440          | ) |  |                              | 6.34 
|                                                      |  |                          |   |  |                     |   |  |                              |      
|Balances at December 31, 2002                         |  | 2,047,996                |   |  | 6,239,354           |   |  |                              | 4.19 
|                                                      |  |                          |   |  |                     |   |  |                              |      



Canceled IntelliPrep options are not
available for new grants.



The following table summarizes
information concerning currently outstanding and exercisable options at December 31, 2002:



|                         |  |                 |  |                                          |  |                               |       |                 |           |                                |   |      
|------------------------ |  | --------------- |  | ---------------------------------------- |  | ----------------------------- | ----- | --------------- | --------- | ------------------------------ | - | -----
|                         |  |                 |  | Options Outstanding                      |  | Options Exercisable          
|Range of Exercise Prices |  | Number ofshares |  | Weighted-averageremainingcontractuallife |  | Weighted-averageexerciseprice |       | Number ofshares |           | Weighted-averageexerciseprices
|$ 0.34 -   0.34          |  | 1,073,282       |  | 9.68 years                               |  | $                             | 0.34  |                 | 0         |                                |   | N/A  
|0.39 -   1.55            |  | 1,227,024       |  | 8.27 years                               |  |                               | 0.95  |                 | 267,132   |                                | $ | 1.53 
|1.56 -   2.51            |  | 1,135,822       |  | 8.56 years                               |  |                               | 2.09  |                 | 423,264   |                                |   | 2.05 
|2.54 -   4.75            |  | 1,165,631       |  | 8.04 years                               |  |                               | 3.50  |                 | 561,335   |                                |   | 3.90 
|4.93 - 13.25             |  | 1,206,815       |  | 6.30 years                               |  |                               | 9.31  |                 | 1,026,566 |                                |   | 8.94 
|13.44 - 19.94            |  | 430,780         |  | 7.41 years                               |  |                               | 16.05 |                 | 297,999   |                                |   | 16.05
|                         |  |                 |  |                                          |  |                               |       |                 |           |                                |   |      
|                         |  | 6,239,354       |  | 8.08 years                               |  |                               | 4.19  |                 | 2,576,296 |                                |   | 6.76 
|                         |  |                 |  |                                          |  |                               |       |                 |           |                                |   |      



(c) Employee Stock
Purchase Plan



Effective March 1999, Click2learn adopted
an Employee Stock Purchase Plan (ESPP) that authorizes the issuance of a maximum of 450,000 shares of common stock annually for a term of ten years expiring 2009 and is



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CLICK2LEARN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



administered by Click2learns Compensation Committee. Under the ESPP, an eligible employee may purchase shares of common stock, based on certain
limitations, at a price equal to the lesser of 85 percent of the fair market value of the common stock at the beginning or end of the respective semi-annual offering periods. There were 183,237, 308,086 and 449,949 shares purchased under the ESPP
during 2000, 2001 and 2002, respectively. The weighted average fair value of the employee stock purchase rights was $692,000 in 2000, $1.1 million in 2001 and approximately $1.4 million in 2002. The following assumptions were used to perform the
calculation:



|                        |  |                          |   |  |      |   |  |      |  
|----------------------- |  | ------------------------ | - |  | ---- | - |  | ---- | -
|                        |  | Years ended December 31, |  
|                        |  | 2000                     |   |  | 2001 |   |  | 2002 |  
|Expected dividend yield |  | 0                        | % |  | 0    | % |  | 0    | %
|Risk-free interest rate |  | 5.3                      | % |  | 4.4  | % |  | 2.8  | %
|Expected life (years)   |  | 1.25                     |   |  | 1.25 |   |  | 1.25 |  
|Volatility              |  | 74                       | % |  | 130  | % |  | 124  | %



(12) Benefit Plans



Click2learn has a Retirement Savings Plan to provide
for voluntary salary deferral contributions on a pretax basis in accordance with Section 401(k) of the Internal Revenue Code of 1986, as amended. To date, Click2learn has made no contributions.



(13) Litigation



In 1996, a complaint seeking unspecified damages was filed against
Click2learn alleging that Click2learns ToolBook and Multimedia ToolBook products infringe a patent. Click2learn has received an opinion from counsel that the products do not infringe this patent and that the patent is invalid. The action is
still in the discovery stage. Although Click2learn does not believe that the resolution of this litigation will have a material impact on its financial position and results of operations, it is possible that the outcome will result in a loss to
Click2learn. Click2learn intends to vigorously defend this action. No amounts have been accrued for this matter.



Certain lawsuits and claims are pending against Click2learn. Although the outcome of such lawsuits and claims cannot be predicted with certainty, the
expected disposition thereof will not, in the opinion of management both individually and in the aggregate, result in a material adverse effect on Click2learns operations and financial position.



(14) Segment Information



Click2learns internal reporting includes the three reportable
segments: Platforms, Tools, and Content Services. Platforms include software licenses, subscription and hosting fees, implementation, customization, consulting, training and support for the Aspen suite as well as Ingenium and the e-Learning Network
which is no longer offered to new customers. Tools includes software licenses, technical support and training related to the ToolBook line of products. Content Services includes the placement of Click2learn personnel at customer sites on a time and
material basis, the resale of third party off the shelf training content and license and hosting fees for our Rapid e-Learning Development System, which is no longer offered to new customers.



Click2learns operating committee, which includes its Chief Executive
Officer and Chief Financial Officer, has been identified as the Chief Operating Decision Maker (CODM) as it assesses the performance of the business units and decides how to allocate resources to the business units. Segment income is the measure of



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CLICK2LEARN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



profit and loss that the CODM uses to assess performance and make decisions. Segment income represents revenue less cost of revenue incurred within the
operating segments as presented in Click2learns consolidated statements of operations. Click2learn does not allocate operating expenses including research and development, sales and marketing, general and administrative, or amortization of
goodwill to its operating segments. In addition, other income (expense) are also not allocated to operating segments.



There is no intersegment revenue. Click2learns CODM does not review total assets or depreciation and amortization by operating segment. The
accounting policies for reported segments are the same as Click2learn as a whole.



Geographic Information (in thousands):



|              |  |                         |        |      |   |        |  |   |       
|------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|              |  | Year Ended December 31,
|              |  | 2000                    |        | 2001 |   | 2002  
|Revenue:      |  |                         |        |      |   |        |  |   |       
|Domestic      |  | $                       | 22,795 |      | $ | 25,536 |  | $ | 25,759
|International |  |                         | 2,700  |      |   | 5,673  |  |   | 4,718 
|              |  |                         |        |      |   |        |  |   |       
|              |  | $                       | 25,495 |      | $ | 31,209 |  | $ | 30,477
|              |  |                         |        |      |   |        |  |   |       



Revenues are
attributed to geographic areas based on the location of the customers.



|                         |  |              |       |      |   |      
|------------------------ |  | ------------ | ----- | ---- | - | -----
|                         |  | December 31,
|                         |  | 2001         |       | 2002
|Long-lived assets:       |  |              |       |      |   |      
|Domestic operations      |  | $            | 8,081 |      | $ | 8,596
|International operations |  |              | 230   |      |   | 131  
|                         |  |              |       |      |   |      
|                         |  | $            | 8,311 |      | $ | 8,727
|                         |  |              |       |      |   |      



Long-lived assets
represent property, plant and equipment, goodwill and other intangible assets, net of accumulated depreciation and amortization. The total goodwill of $2.9 million relates to the Platforms segment.



(15) Discontinued Operations



During January 2002, Click2learn sold certain assets of its content
development business, including equipment and a customer list to NIIT under an Asset Purchase agreement for $1 million, resulting in a gain of $927,000 based on the book value of those assets. As a result of the transaction with NIIT, Click2learn
significantly reduced its headcount of its custom content development business and closed certain facilities. During the third quarter of 2002, Click2learn completed the discontinuation of its remaining custom content development business by early
termination of its contract to develop content for the Washington Army National Guard. As part of the negotiation to terminate the contract, Click2learn agreed to forego the collection of $4.5 million in accounts receivable. Results related to
its custom content development business for the year ended December 31, 2002 and prior years have been reclassified as income (loss) from discontinued operations. Click2learn reclassified $17.1 million of revenue, $14.6 of costs related to revenue,
and $946,000 of expenses as income from discontinued operations of $1.5 million for the year ended December 31, 2000. For the year ended December 31, 2001, Click2learn reclassified $13.9 million of revenues, $13.5 million of costs related to
revenue, and $8.7 million of expenses as a loss from discontinued operations of $8.3 million. For the year ended December 31, 2002, we reclassified $248,000 of revenue, $2.7 million of costs related to revenue, $6.1 million of expenses, and $927,000
of other income as a loss from discontinued operations of $7.6 million.



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CLICK2LEARN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Summarized operating results of the discontinued operations for the years ended December 31, 2000,
2001 and 2002 are as follows (in thousands):



|                                           |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                           |  | 2000 |        |   | 2001 |   |        | 2002 | 
|Revenues                                   |  | $    | 17,062 |   |      | $ | 13,882 |      |  | $ | 248    |  
|Gross margin                               |  | $    | 2,490  |   |      | $ | 367    |      |  | $ | (2,468 | )
|Operating income (loss)                    |  | $    | (946   | ) |      | $ | (8,701 | )    |  | $ | (8,526 | )
|Income (loss) from discontinued operations |  | $    | 1,544  |   |      | $ | (8,334 | )    |  | $ | (7,600 | )



(16) Liquidity



Click2learns operations have historically been financed
through issuances of common and preferred stock. For the year ended December 31, 2002, Click2learn incurred a net loss of approximately $18 million and used cash in operating activities of approximately $6 million. At December 31, 2002, Click2learn
has working capital of approximately $2.9 million.



Click2learns plan to address its liquidity issue is to generate sufficient revenue from customer contracts and reduce days sales outstanding (DSO) or further reduce costs to provide positive cash flows from operations.
There can be no assurance that Click2learn will be able to generate sufficient revenue from customer contracts, reduce DSO or further reduce costs sufficiently, to provide positive cash flows from operations. If Click2learn is not able to generate
positive cash flows from operations, Click2learn will need to consider alternative financing sources.



Click2learn currently has a loan and security agreement with Silicon Valley Bank that allows Click2learn to borrow up to the lesser of 65% of its eligible
accounts receivable based on a borrowing base calculation and $10 million. The security agreement contains certain financial covenants. Click2learns compliance with these covenants cannot be assured in the future; however, Click2learn was in
compliance with the financial covenants of this facility as of December 31, 2002.



During January 2002, Click2learn sold certain assets of its content development business to NIIT (USA), Inc. under an Asset Purchase agreement. As a result of this agreement Click2learn reduced its headcount of its
custom content development business and closed certain facilities. During the third quarter of 2002, Click2learn completed the discontinuance of its remaining custom content development business by early termination of its contract with the
Washington Army National Guard. As a result of the discontinuance of the custom content development business, Click2learns operating costs have been significantly reduced. In addition, to reduce its cash used in operations, Click2learn
restructured its operations during the first three quarters of 2002 reducing headcount by 117 employees and put in place cost containment efforts during the third quarter of 2002. As of December 31, 2002, the termination plan was complete and all
payments were made.



As a result of the discontinuance
of the custom content development business, Click2learn has been able to collect its accounts receivable more quickly than in prior periods. Click2learn expects the majority of its account receivable to be collected within 90 days as
Platform-related receivables are typically due within 90 days of software delivery, rather than over an extended service period, as was the case with custom content development receivables.



Based upon management of Click2learns assessment of the position of
its core product in the market place and its ability to achieve projected revenue along with the discontinuance of the custom content development business, the potential to reduce DSO, the cost reduction measures that have been taken, and the
working capital line of credit, management of Click2learn believes that it has the resources to continue as a going concern through at least December 31, 2003.



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CLICK2LEARN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



(17) Unaudited Quarterly Financial Information (in thousands, except per share data)



|                                             |  |                       |        |   |              |   |        |               |  |   |              |   |  |   |        |  
|-------------------------------------------- |  | --------------------- | ------ | - | ------------ | - | ------ | ------------- |  | - | ------------ | - |  | - | ------ | -
|                                             |  | For the Quarter Ended |       
|                                             |  | March 31,2001         |        |   | June 30,2001 |   |        | Sept. 30,2001 |  |   | Dec. 31,2001 |  
|Total revenue                                |  | $                     | 5,966  |   |              | $ | 7,393  |               |  | $ | 8,509        |   |  | $ | 9,341  |  
|Gross margin                                 |  |                       | 3,965  |   |              |   | 5,236  |               |  |   | 6,492        |   |  |   | 7,555  |  
|Operating loss from continuing operations    |  |                       | (4,668 | ) |              |   | (3,582 | )             |  |   | (1,994       | ) |  |   | (805   | )
|Net loss                                     |  |                       | (4,416 | ) |              |   | (3,266 | )             |  |   | (2,820       | ) |  |   | (9,079 | )
|Net loss per common share, basic and diluted |  |                       | (0.24  | ) |              |   | (0.17  | )             |  |   | (0.14        | ) |  |   | (0.44  | )
|                                             | 
|                                             |  | For the Quarter Ended |       
|                                             |  | March 31,2002         |        |   | June 30,2002 |   |        | Sept. 30,2002 |  |   | Dec. 31,2002 |  
|Total revenue                                |  | $                     | 7,310  |   |              | $ | 7,602  |               |  | $ | 6,939        |   |  | $ | 8,626  |  
|Gross margin                                 |  |                       | 4,686  |   |              |   | 5,183  |               |  |   | 4,905        |   |  |   | 6,598  |  
|Operating loss from continuing operations    |  |                       | (3,630 | ) |              |   | (3,487 | )             |  |   | (2,493       | ) |  |   | (714   | )
|Net loss                                     |  |                       | (5,684 | ) |              |   | (4,221 | )             |  |   | (7,452       | ) |  |   | (757   | )
|Net loss per common share, basic and diluted |  |                       | (0.23  | ) |              |   | (0.17  | )             |  |   | (0.30        | ) |  |   | (0.04  | )



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures



Not applicable.



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##### Table of Contents

PART III



Item 10. Directors and Executive Officers of the Registrant



The information required by this Item is incorporated by reference to the information in the definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May 28, 2003.



Item 11. Executive Compensation



The information required by this Item is incorporated by reference to the information in the definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May 28, 2003.



Item 12. Security Ownership of Certain Beneficial Owners and Management



The following table sets forth certain information regarding equity compensation plans under which shares of our common stock are authorized for issuance.
No class of securities other than common stock or options to purchase common stock is authorized for issuance under any of our equity compensation plans.



|                                                              |  |                                                                                               |  |                                                                              |  |                                                                                                                                          
|------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                 |  | Number of Securitiesto be  Issued Upon Exercise ofOutstanding Options,Warrants and Rights (a) |  | Weighted AverageExercise Price
ofOutstanding Options,Warrants and Rights (b) |  | Number of SecuritiesRemaining Available forFuture Issuance UnderEquity
CompensationPlans (ExcludingSecurities Reflected inColumn (a)) (c)
|Equity Compensation Plans Approved by Security Holders        |  | 5,914,270                                                                                     |  | $4.30                                                                        |  | 2,047,996                                                                                                                                
|Equity Compensation Plans Not Approved by Security Holders(1) |  | 0                                                                                             |  |                                                                             |  | 0                                                                                                                                        
|Total                                                         |  | 6,239,354                                                                                     |  | $4.19                                                                        |  | 2,047,996                                                                                                                                

---

|(1) | Does not include stock options issued under the IntelliPrep 2000 Equity Incentive Plan (the IntelliPrep Plan) that were assumed in connection with our acquisition of
IntelliPrep. As of December 31, 2002 there were assumed options for the purchase of 325,084 shares of our common stock outstanding with a weighted-average exercise price of $2.12 per share. If any assumed option expires or is canceled without being
exercised, the shares subject to such expired or canceled options are not available for issuance of other options under the IntelliPrep Plan or any other equity compensation plan and no further options to purchase shares of our common stock can be
issued under the IntelliPrep Plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
information required by Item 403 or Regulation S-K is incorporated by reference to the information in the definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May 28, 2003.



Item 13. Certain Relationships and Related Transactions



The information required by this Item is incorporated by reference to the information in the definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May 28, 2003.



Item 14. Controls and Procedures



Click2learn maintains a set of disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in filings made pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Our principal executive and financial officers have evaluated our disclosure controls and procedures within 90 days prior to
the filing of this Annual Report on Form 10-K and have determined that such disclosure controls and procedures are effective.



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##### Table of Contents

Subsequent to our evaluation, there were no significant changes in internal controls or other factors
that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.



Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K



(a)(1) Financial Statements



Financial statements filed as part of this report are listed in the index on page 34.



(a)(2) Financial Statement Schedules



Financial statement schedules filed as part of this report are listed in the index on page 34.



All other schedules are omitted because they are not applicable, not required
or the information required is shown in the consolidated financial statements or notes thereto.



(a)(3) Exhibits



See Index to Exhibits.



(b) Reports on Form 8-K



A report was filed on Form 8-K dated December 4, 2002 reporting that Click2learn was notified by the Nasdaq Stock Market that the company had regained
compliance with the continued listing criteria for the Nasdaq National Market. No financial statements were filed with the reports on Form 8-K.



(c) Index to Exhibits



The following Exhibits are attached to this Annual Report on Form 10-K:



|              |  |                                                                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Title                                                                                                                                                                         
|2.01          |  | Asset Purchase Agreement dated January 15, 2002, between Click2learn and NIIT (USA), Inc.(1)                                                                                          
|              | 
|3.01          |  | Amended and Restated Certificate of Incorporation of Click2learn.(2)                                                                                                                  
|              | 
|3.02          |  | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Click2learn filed on November 23, 1999.(4)                                                           
|              | 
|3.03          |  | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Click2learn filed on June 11, 2001.(5)                                                               
|              | 
|3.04          |  | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Click2learn filed on May 31, 2003.(15)                                                               
|              | 
|3.05          |  | Bylaws of Click2learn.(2)                                                                                                                                                             
|              | 
|4.01          |  | Form of Specimen Stock Certificate for Click2learns Common Stock.(4)                                                                                                                 
|              | 
|4.02          |  | Securities Purchase Agreement dated as of August 18, 1999 by and between Click2learn and Go2Net, Inc.(7)                                                                              
|              | 
|4.03          |  | Common Stock Purchase Warrant dated as of August 16, 1999 from Click2learn to Go2Net, Inc.(7)                                                                                         
|              | 
|4.04          |  | Securities Purchase Agreement dated as of October 6, 1999 by and between Click2learn, Marshall Capital Management, Inc. and Vulcan Ventures, Inc.(3)                                  
|              | 
|4.05          |  | Registration Rights Agreement dated as of October 6, 1999 by and between Click2learn, Marshall Capital Management, Inc. and Vulcan Ventures, Inc.(3)                                  
|              | 
|4.06          |  | Form of Warrant to Purchase Common Stock dated as of October 6, 1999 from Click2learn to Marshall Capital Management, Inc., Vulcan Ventures, Inc. and Alpine Capital Partners,
Inc.(3)



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##### Table of Contents

|              |  |                                                                                                                                                                              
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Title                                                                                                                                                                
|4.07          |  | Securities Purchase Agreement dated as of December 8, 2000 by and between Click2learn and Marshall Capital Management, Inc.(8)                                               
|              | 
|4.08          |  | Registration Rights Agreement dated as of December 8, 2000 by and between Click2learn and Marshall Capital Management, Inc.(8)                                               
|              | 
|4.09          |  | Series A Warrant to Purchase Common Stock dated as of December 12, 2000 by and between Click2learn and Marshall Capital Management, Inc.(8)                                  
|              | 
|4.10          |  | Purchase Agreement dated as of November 15, 2001 by and between Click2learn and various investors.(9)                                                                        
|              | 
|4.11          |  | Registration Rights Agreement dated as of November 15, 2001 by and between Click2learn and various investors.(9)                                                             
|              | 
|4.12          |  | Form of Warrant to Purchase Common Stock dated as of November 20, 2001 from Click2learn to various investors.(9)                                                             
|              | 
|4.13          |  | Addendum to Purchase Agreement and Registration Rights Agreement dated as of December 10, 2001 by and between Click2learn and various investors.(10)                         
|              | 
|4.14          |  | Warrant to Purchase Stock dated December 6, 2002 by and between Click2learn and Silicon Valley Bank.(15)                                                                     
|              | 
|10.01         |  | Form of Indemnification Agreement entered into by Click2learn with each of its directors and executive officers.(2)                                                          
|              | 
|10.02         |  | Click2learns 1995 Combined Incentive and Nonqualified Stock option Plan and related documents.(2)(16)                                                                       
|              | 
|10.03         |  | Click2learns 1998 Directors Stock Option Plan and related documents.(2)(15)(16)                                                                                             
|              | 
|10.04         |  | Click2learns 1998 Equity Incentive Plan and related documents.(2)(15)(16)                                                                                                   
|              | 
|10.05         |  | Click2learns 1999 Employee Stock Purchase Plan and related documents.(10)(16)                                                                                               
|              | 
|10.06         |  | IntelliPrep Technologies, Incorporated 2001 Equity Incentive Plan.(11)(16)                                                                                                   
|              | 
|10.07         |  | Lease Agreement, dated as of May 24. 1991, by and between Click2learn and EOP-110 Atrium Place, L.L.C. and first through eighth amendments thereto.(2)(13)                   
|              | 
|10.08         |  | Ninth Amendment to Lease Agreement dated as April 16, 2002 by and between Click2learn and EOP-110 Atrium Place, L.L.C.(15)                                                   
|              | 
|10.09         |  | Employment Agreement dated as of March 21, 2002 by and between Click2learn and Kevin Oakes.(1)(16)                                                                           
|              | 
|10.10         |  | Employment Agreement dated as of January 1, 2003 by and between Click2learn and Gary Millrood.(16)                                                                           
|              | 
|10.11         |  | Loan and Security Agreement dated as of December 6, 2002 by and between Click2learn and Silicon Valley Bank.(15)                                                             
|              | 
|10.12         |  | Amendment to Loan Documents dated as of December 6, 2002 by and between Click2learn and Silicon Valley Bank.(15)                                                             
|              | 
|10.13         |  | Custom Software Development Agreement.(1)                                                                                                                                    
|              | 
|10.14         |  | Click2learn Change of Control Severance Plan.(14)(16)                                                                                                                        
|              | 
|21.01         |  | Subsidiaries of Click2learn.(15)                                                                                                                                             
|              | 
|23.01         |  | Consent of KPMG LLP, Independent Auditors.                                                                                                                                   
|              | 
|31.1          |  | Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                          
|              | 
|31.2          |  | Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                          
|              | 
|32.1          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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Notes to Exhibit List:



|(1) | Incorporated by reference to Click2learns Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated herein by reference to Click2learns Registration Statement on Form S-1 (Registration no. 333-49037), as amended.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated herein by reference to Click2learns Registration Statement on Form S-3 (Registration no. 333-89615).
|--- | ------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated herein by reference to Click2learns Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Click2learns Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.
|--- | --------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated herein by reference to Click2learns Description of Capital Stock on Amendment No. 1 to Form 8-A filed on August 8, 2002.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated herein by reference to Click2learns Registration Statement on Form S-3 (Registration no. 333-87425).
|--- | ------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated herein by reference to Click2learns Current Report filed with the Securities and Exchange Commission on Form 8-K dated December 12, 2000.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated herein by reference to Click2learns Current Report filed with the Securities and Exchange Commission on Form 8-K dated November 15, 2001.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated herein by reference to Click2learns Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
|---- | -------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated herein by reference to Click2learns Registration Statement on Form S-8 (Registration no. 333-83759).
|---- | ------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated herein by reference to Click2learns Registration Statement on Form S-8 (Registration no. 333-63916).
|---- | ------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated herein by reference to Click2learns Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
|---- | -------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to Click2learns Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002.
|---- | --------------------------------------------------------------------------------------------------------------------

|(15) | Previously filed with Click2learns Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
|---- | -----------------------------------------------------------------------------------------------------------

|(16) | Management contract or compensatory plan or arrangement.
|---- | --------------------------------------------------------



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, Click2learn has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                  |  |  |  |                                                                                                                                              
|----------------- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|                  |  |  |  | CLICK2LEARN, INC.                                                                                                                            
|                  |  | 
|February 10, 2004 |  |  |  | /s/    JOHN D.
ATHERLY                                                                                                                       
|Date              |  |  |  | John D. Atherly Vice President, Finance and Administration and Chief Financial Officer (Duly Authorized Officer and Chief Accounting Officer)



In
accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.



|                  |  |  |  |                                                                                                        
|----------------- |  |  |  | -------------------------------------------------------------------------------------------------------
|February 10, 2004 |  |  |  | /s/    KEVIN
OAKES                                                                                     
|Date              |  |  |  | Kevin Oakes, President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|                  |  | 
|February 10, 2004 |  |  |  | /s/    SALLY
NARODICK                                                                                  
|Date              |  |  |  | Sally Narodick, Lead Director                                                                          
|                  |  | 
|February 10, 2004 |  |  |  | /s/    JOHN
CONÉ                                                                                       
|Date              |  |  |  | John Coné, Director                                                                                    
|                  |  | 
|February 10, 2004 |  |  |  | /s/    EDWARD
HARRIS                                                                                   
|Date              |  |  |  | Edward Harris, Director                                                                                
|                  |  | 
|February 10, 2004 |  |  |  | /s/    BERT
KOLDE                                                                                      
|Date              |  |  |  | Bert Kolde, Director                                                                                   
|                  |  | 
|February 10, 2004 |  |  |  | /s/    JONATHAN
MORGAN                                                                                 
|Date              |  |  |  | Jonathan Morgan, Director                                                                              
|                  |  | 
|February 10, 2004 |  |  |  | /s/    RONALD S.
POSNER                                                                                
|Date              |  |  |  | Ronald S. Posner, Director                                                                             
|                  |  | 
|February 10, 2004 |  |  |  | /s/    VIJAY
VASHEE                                                                                    
|Date              |  |  |  | Vijay Vashee, Director                                                                                 



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SCHEDULE II.



CLICK2LEARN, INC. AND SUBSIDIARIES



SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2002, 2001, and 2000

(In thousands)



|                                                     |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|---------------------------------------------------- |  | -------------------------- | ----- | ------------------------------- | - | ---------- |  | -------------------- | ----- |  | - | -----
|                                                     |  | Balance atBeginningof Year |       | Charge toOtherCosts andExpenses |   | Deductions |  | Balance atEnd ofYear
|Year ended December 31, 2002:                        |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|Valuation accounts deducted from assets:             |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|Allowance for doubtful receivables and sales returns |  | $                          | 1,430 |                                 | $ | 1,557      |  | $                    | 2,060 |  | $ | 927  
|Year ended December 31, 2001:                        |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|Valuation accounts deducted from assets:             |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|Allowance for doubtful receivables and sales returns |  | $                          | 962   |                                 | $ | 1,198      |  | $                    | 730   |  | $ | 1,430
|Year ended December 31, 2000:                        |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|Valuation accounts deducted from assets:             |  |                            |       |                                 |   |            |  |                      |       |  |   |      
|Allowance for doubtful receivables and sales returns |  | $                          | 945   |                                 | $ | 863        |  | $                    | 846   |  | $ | 962  



63