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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K
                            ------------------------

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

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

                         COMMISSION FILE NUMBER 0-26055

                            WOMEN.COM NETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S>                             <C>                             <C>
           DELAWARE                          7375                         13-4059516
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE)             IDENTIFICATION NO.)
</TABLE>

                         1820 GATEWAY DRIVE, SUITE 100
                          SAN MATEO, CALIFORNIA 94404
                                 (650) 378-6500
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
                             VALUE $.001 PER SHARE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K.  [ ]

     The approximate aggregate market value of the voting stock held by
non-affiliates of the registrant, based on the closing sale price of the Common
Stock on March 17, 2000 as reported on the Nasdaq National Market was
approximately $175,815,120. Shares of Common Stock held by each current
executive officer and director and by each person who is known by the registrant
to own 5% or more of the outstanding Common Stock have been excluded from this
computation in that such persons may be deemed to be affiliates of the Company.
Share ownership information of certain persons known by the Company to own
greater than 5% of the outstanding common stock for purposes of the preceding
calculation is based solely on information on Schedule 13G filed with the
Commission and is as of December 31, 1999. This determination of affiliate
status is not a conclusive determination for other purposes.

     The number of shares outstanding of the registrant's Common Stock, par
value $.001 per share, as of March 17, 2000, was 46,539,663.

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                               TABLE OF CONTENTS

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                                                                        PAGE
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<S>       <C>                                                           <C>
PART I
Item 1.   Business....................................................    3
Item 2.   Properties..................................................   12
Item 3.   Legal Proceedings...........................................   12
Item 4.   Submission of Matters to a Vote of Security Holders.........   12
Item 4a.  Executive Officers..........................................   12

PART II
          Market for Registrant's Common Equity and Related
Item 5.   Stockholder Matters.........................................   14
Item 6.   Selected Consolidated Financial Data........................   14
          Management's Discussion and Analysis of Financial Condition
Item 7.   and Results of Operations...................................   15
          Quantitative and Qualitative Disclosures About Market
Item 7a.  Risk........................................................   25
Item 8.   Consolidated Financial Statements and Supplementary Data....   26
          Changes in and Disagreements with Accountants on Accounting
Item 9.   and Financial Disclosure....................................   26

PART III
Item 10.  Directors and Executive Officers of the Registrant..........   27
Item 11.  Executive Compensation......................................   27
          Security Ownership of Certain Beneficial Owners and
Item 12.  Management..................................................   27
Item 13.  Certain Relationships and Related Transactions..............   27

PART IV
Item 14.  Exhibits, Financial Statements and Reports on Form 8-K......   27
SIGNATURES............................................................   48
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DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's Proxy Statement for its 2000 Annual
Stockholders Meeting are incorporated by reference in Part III hereof.

                                     PART I

     The statements contained in this Annual Report on Form 10-K (the "Report")
that are not historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including statements regarding the Company's expectations, beliefs,
intentions or strategies regarding the future. Forward-looking statements
include, without limitation, statements regarding the extent and timing of
future revenues and expenses and customer demand, statements regarding the
deployment of the Company's products, and statements regarding reliance on third
parties. All forward-looking statements included in this document are based on
information available to the Company as of the date hereof, and the Company
assumes no obligation to update any such forward-looking statement. It is
important to note that the Company's actual results could differ materially from
those in such forward-looking statements as a result of certain factors,
including, without limitation, those discussed under the heading "Risk Factors"
on page 18 in Item 7 and elsewhere in this Report.

     In this Report, the terms "company," "Women.com," "we," "us" and "our"
refer to Women.com Networks, Inc., a Delaware corporation.

ITEM 1. BUSINESS

OVERVIEW

     We are a leading Internet media company that offers a branded network
dedicated to women. While we offer all the services that web users expect in a
portal site, including programming, community, shopping and personalized
services, our most distinguishing feature is our network approach, which unites
the most popular brand names in the world under one user-friendly interactive
hub. Brand names such as Cosmopolitan, Good Housekeeping, Harlequin and
Prevention are incorporated into our network, which includes 100,000 pages
within 19 topical channels. We believe this depth and breadth of programming
sets Women.com apart from other online properties. The company was founded in
1992 by Ellen Pack, who launched "Women's Wire" an online subscription service
in 1993. In 1995 we introduced our current web site, located at www.women.com.
In April 1998, we purchased Wild Wild Web Incorporated, which operated
StorkSite, a web site focused on content and community for expectant mothers. In
January 1999, we combined our business with HomeArts and Astronet, both of which
were business units of Hearst's New Media and Technology Division. During the
fourth quarter of 1999, we completed our initial public offering and completed
the acquisition of World Gaming Corporation, a privately-held online gaming
company. We make our programming and services available without charge to
visitors and generate revenue primarily through the sale of advertisements,
promotions, sponsorships and direct marketing. We also receive production and
e-commerce revenues from certain partners. Advertising on Women.com properties
is sold through our direct sales force. In the fourth quarter of 1999, we had
over 200 industry-leading advertisers including Dell Computers, Fidelity
Investments, General Motors, Johnson & Johnson, Proctor & Gamble, Sears and
Visa.

     During the fourth quarter of 1999, an average of 4.2 million Internet users
viewed an average of 151 million Web pages each month on Women.com-branded
online media properties.

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THE WOMEN.COM SOLUTION

     Our business is based on two important elements: 1) a large audience, which
is drawn by our programming, community and services; and 2) an effective
advertising medium and e-commerce platform for our customers. Elements of our
solution include:

  Delivering Value to Women

     We provide women with original programming, community, personalized tools
and services and online shopping.

     Programming. We produce original, interactive content, including
editorials, in-depth articles and expert advice. We also distribute a broad
range of up-to-date news, daily tips and celebrity interviews. We are dedicated
to helping women be more productive by delivering high quality programming on
topics such as finance, health, shopping and travel. We have engaged more than
150 editors, freelance writers, artists and personalities to help us provide
content that distinguishes us from other women's networks and online services.
We have established strategic relationships with leading women's magazine
publishers, Hearst and Rodale, which provide us with access to the largest
collection of magazine content targeted at women, including Cosmopolitan, Good
Housekeeping, Prevention, Redbook and other magazines that reach more than 60
million women in the United States each month. We have developed other content
partnerships with brand-name companies such as ABC News and Bloomberg, which
enable us to supplement our network with even more trusted and branded content.
We believe our editorial independence builds our credibility and trustworthiness
and increases users' loyalty to the Women.com brand. By combining our extensive
content with our network's powerful functionality, we believe we have created a
unique Internet experience for our users. For example, our health channel is
supplemented by a complete range of Prevention, CBS HealthWatch and Medscape
content, which we combine with health experts and interactive features such as
calorie counters, medical databases, vitamin dispensers and menu planners.

     Community. During 1999 we redesigned and successfully launched a
proprietary new community platform to give our visitors the opportunity to
interact with experts and other women online. Our members share experiences,
solutions and opportunities, gain support and exchange information. These
communities are formed around interests such as book clubs, entrepreneurs'
forums, investment clubs and recipe exchanges as well as member-to-member
programs such as Mentor Moms, Fitness Buddies and Health Support Groups. Our
high quality content also provides topics to discuss on message boards and in
chat rooms in which visitors can interact with editors, resident experts and
community hosts.

     Premium Offerings and Membership. We also provide convenient personalized
services and more than 200 tools to help women manage their lives. For instance,
women can use the Mortgage Calculator, Recipe Finder or Weather Center to get
relevant information quickly and efficiently. Women.com also offers free
membership to users, which provides access to additional services such as
merchandise discounts, personalized home pages and message boards. Membership is
one of the fastest growing areas of our network, surpassing 2 million in
December 1999. MyWomen.com, our personalized home page offering, was introduced
in October 1998 and is another one of the fastest growing areas within our
network, providing members with customized news, information, shopping and time
and life management tools. From this service, we are able to accumulate
substantial information about online preferences and behavior that will allow us
to provide increasingly targeted services to our customers. We believe
membership creates user loyalty, repeat site visits, referrals and
user-generated content. This also creates opportunities for advertisers and
merchants to develop a more focused and interactive relationship with our users.

     Online Shopping. We designed our shopping channel around our visitors'
preferences. It is designed to be easy to navigate, features brand names and
includes staff recommendations. We believe that our original content combined
with our strategic product placement allows women to make educated and
value-oriented purchase decisions. Our highly contextual e-commerce environment
has attracted over 60 leading commerce partners, including Amazon.com, Clinique,
eToys, Hooked on Phonics, J.Crew, John Hancock and PlanetRx. The contextual
nature of our e-commerce environment, for example, enables a visitor to our
health channel seeking information on fitness to click through to one of our
shopping centers and purchase the latest exercise
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video. Our new eHarlequin.com site launched in February 2000 gives visitors the
opportunity to purchase Harlequin romance novels and related merchandise online.

  Delivering Value to Advertisers

     We believe that our visitors constitute a valuable and demographically
targeted audience for advertisers, not only because more than 80% are female,
but also because they have higher income, spending and education levels as
compared to the overall web population. We derive over 80% of our revenues from
the sale of advertisements, which are sold by our in-house sales staff. Our
sales team identifies strategic accounts and develops presentations and
customized strategies in an effort to build long term relationships with
marketers. We have sales personnel located in Chicago, Dallas, Los Angeles, New
York and San Mateo. We offer advertisers more than 100,000 pages of high-quality
content within which to contextually place their messages.

     We offer a variety of programs to advertisers, including:

     - the ability to display banner advertisements on our network

     - the opportunity to sponsor a specific program or site on our network

     - the ability to place links in our shopping center in order to promote an
       advertiser's products or services

     - the opportunity to engage us to produce banner advertisements or
       mini-sites, which are sites dedicated to a single advertiser

     - the opportunity to participate in promotions on our network, typically
       focused on a particular event such as a sweepstakes

     - the opportunity to engage us to perform market research that helps
       advertisers understand market reaction to their products, services or
       their advertising message

     - the ability for advertisers to focus their messages on a segmented and
       therefore highly targeted, audience

     These features and services have attracted leading advertisers to our
network. Furthermore, Women.com's magazine sites provide additional
opportunities to develop relationships with advertisers who are accustomed to
advertising with the print magazines. These strategies have allowed us to
achieve our goal of higher advertising rates and longer-term relationships with
our customers. In the fourth quarter of 1999, we had over 200 industry-leading
advertisers including Dell Computers, Fidelity Investments, General Motors,
Johnson & Johnson, Proctor & Gamble, Sears and Visa.

  Delivering Value to Merchants

     Online merchants benefit from the contextual e-commerce environment that
Women.com creates through the structure of our site and our highly relevant and
complementary content. We believe that our original content, combined with
product placement and e-commerce channels allow women to make better purchase
decisions. In addition, our online shopping centers are designed for convenience
and value, featuring weekly discount specials, helpful product information and
experts such as pharmacists to answer any questions. This helps us to attract
leading commerce partners such as Amazon.com, Clinique, eToys, Harlequin, Hooked
on Phonics, J.Crew, John Hancock and PlanetRx. We believe that because of our
segmented and targeted demographics, our users are more likely to purchase
products and services while shopping on our network. According to @Plan for the
period from June to December 1999, approximately 75% of our audience made
purchases on the Internet, while only approximately 47% of all Internet shoppers
made purchases. The same study reported that 47% of our audience had a household
income over $50,000 compared to only 29% for the overall Web audience.

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BUSINESS STRATEGY

     Women.com's objective is to build the highest caliber network where women
can access the best information, commerce, community and services available
online. We will continue to enhance and broaden our content, customer base and
marketing efforts with the goal of being the most credible and trustworthy
resource to women and advertisers on the Web. Components of our strategy include
the following:

     Produce, Enhance and Distribute Compelling and Original Content. Similar to
traditional media, we believe audiences are drawn to high-quality programming.
As such, we have made great efforts to make our content a cornerstone of our
online network. We supplement our content with advice from well-known experts
such as Dr. Joyce Brothers, integrated tools such as mortgage calculators, and
communities that are organized into hundreds of different topics. We are also
the only online network that has 17 different points of entry into our
interactive hub, comprised of independent, yet integrated URLs such as
www.cosmomag.com or www.prevention.com. In addition, our other content partners,
such as Bloomberg and ABC News, supplement our network with branded programming.
We believe these familiar names play a significant role in bringing women to our
network. And because we know women's interests are diverse, we provide in-depth
information about everything from health to investing, which encourages our
visitors to explore our network once they are there.

     We currently offer more than 100,000 pages of daily news, feature articles
and other in-depth information. We intend to increase the number of features,
topics, applications and tools, while working to customize the user's experience
in order to encourage higher repeat rates, customer satisfaction, and to reach a
broader use base. We provide content to leading Internet portals including Alta
Vista, America Online, Go.com, Infoseek, MSN and Yahoo!. These partners
distribute Women.com-branded content to their millions of visitors each day and
while we will continue to focus on expanding these relationships, we also intend
to explore new platforms of distribution, including wireless, broadband and
television. We are already distributing daily tips on Motorola pagers, as well
as our audio and video segments to RoadRunner's broadband customers.

     Geographic Expansion. Women.com intends to pursue an international
expansion strategy by licensing content to best of breed third parties in both
English and non-English speaking countries. We also intend to rollout the full
range of our products and services to the largest international markets by
partnering with local companies in the telecommunications, media and publishing
industries. We currently have content licensing arrangements with leading media
companies in Japan.

     Extend Our Brand Recognition. We are a leading brand name for women on the
Internet and believe that we benefit from being an early provider of content and
services dedicated to women online. We believe our name, "Women.com," is the
most intuitive brand and domain name for an online network serving women,
allowing for strong online branding and traffic growth. We intend to increase
our brand awareness and visibility through a variety of marketing and
promotional activities, including advertising on other leading Internet sites
and in other print and broadcast media, conducting a vigorous public relations
campaign, engaging in cross-promotion with our magazine partners and developing
other business alliances and partnerships. We believe we can continue to
increase our traffic and brand-awareness by expanding our online distribution
partnerships, while forging paths into new areas such as wireless distribution.
We deliver over 3,000 headlines or articles each month to our online
distribution partners and deliver programming to channels and subchannels on our
distribution partners' sites. Clicking on any of these headlines links the user
back to Women.com.

     Enhance the User's Experience. We believe women are seeking content,
community and shopping that is tailored to their individual needs. Our main
priority is customer satisfaction, and we have designed our network to offer
women functionality, utilities, original content and services relevant to their
lives so they will make Women.com a part of their daily routine. We will
continue to focus technology development efforts to create and enhance our
specialized, proprietary applications and services that are unique to our
company, and to license or acquire commercially developed technology for other
applications where available and appropriate. We believe this technology will
help us expand and enhance services such as newsletters, homepages and
personalized calendars to help women more quickly achieve their information,
communication and commerce objectives. One of our goals is to encourage users to
register with us and we intend to focus on increasing our

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membership base, which as of January 2000 was over 2 million. We believe that
the information a new member provides when registering allows us to better
respond and adapt to our users' goals.

     Partner with Advertisers to Provide Unmatched Access to Women on the
Internet. We sell a variety of advertising solutions to advertisers, including
banners, buttons, content sponsorships, e-commerce placements, links, minisites
and promotions. Several large advertisers have also taken advantage of our
internal market research capability. We also enter into consultative
relationships with many of our advertisers that allow for customized and
targeted advertising campaigns. We advise these advertising partners on how best
to market their products and services to women online. To date, 25 advertisers
have engaged us in this consultative capacity, including John Hancock, Proctor &
Gamble and Toyota. Although we do not generate revenues directly from these
consulting services, we believe our consultative approach provides us the
opportunity to establish broader, long-term relationships with important
advertisers. In addition, we believe this consultative approach:

     - provides value to advertisers through more effective advertising
       campaigns

     - generates multiple ad revenue streams, including advertising, minisite
       and banner production and market research

     - establishes more loyal and long-lasting advertiser relationships

     - generates useful market research that we can use to plan future content
       offerings

     We create customized advertising solutions for our advertising clients and
intend to further expand our existing advertiser relationships. We also plan to
continue to leverage our growing user base to capture valuable customer data.
This data, although shared anonymously with our advertising partners, can be
used by our internal market research staff to create valuable direct marketing
data. This will allow us to further refine and enhance the advertising solutions
we create for our clients as well as our future content offerings.

     Enhance Our E-Commerce Offerings. We intend to continue to make e-commerce
an integrated and valuable part of our network. We currently have an
affiliate-based e-commerce model with leading commerce partners through which
merchants purchase space in our category-focused shopping centers and sell their
products to our users in a contextual selling environment. We believe that more
online merchants will want to partner with us as a result of our click-through
rates, our large user base and the demographics of our audience. We also intend
to increase the number of our shopping centers and populate these centers with
additional products and helpful information. Our goal is to facilitate
e-commerce transactions by providing an environment filled with brands and
content with which merchants want to be associated. We also provide a
proprietary transactional platform to enable certain merchants to sell their
products and services to consumers directly.

OUR NETWORK

     The table below provides a description of the content offered through each
of our 19 channels.

<TABLE>
<CAPTION>
          CHANNEL NAME                                    DESCRIPTION
          ------------                                    -----------
<S>                               <C>
Career..........................  Offers information on job listings, child-care centers,
                                  resume writing and personnel management. Extends
                                  opportunities to participate in the Entrepreneur Club or to
                                  ask "Career Coach" about salary ranges and networking
                                  strategies. Features news highlights, personal finance and
                                  small business information.
Cars............................  Offers tools such as the car payment calculator and provides
                                  tips on car insurance and financing. Provides opportunity to
                                  ask "Cash Flo" about the pros and cons of leasing vs. buying
                                  a car and offers automotive tips in related chat rooms.
Entertainment...................  Features book and movie reviews, community chats, television
                                  picks and celebrity interviews.
</TABLE>

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<TABLE>
<CAPTION>
          CHANNEL NAME                                    DESCRIPTION
          ------------                                    -----------
<S>                               <C>
Family..........................  Enables visitors to find information on a wide range of
                                  topics, including child development, college tuition
                                  planning and parenting tips from expert columnists. Offers
                                  online activities for parents and kids.
Fashion & Beauty................  Offers helpful suggestions on skin care, fashion and
                                  make-up. Features fashion trends and personal style
                                  interactive tools. Allows visitors to e-mail questions to
                                  "Fashion Plate." Features information from Cosmopolitan and
                                  Harper's Bazaar.
Fitness.........................  Offers opportunities to meet a workout buddy in the
                                  network's fitness community, join a walking club, design a
                                  personalized workout shop for the latest exercise videos or
                                  use the interactive calorie counter. Features information
                                  from Prevention, Redbook and Good Housekeeping.
Food............................  Features recipe finders, cooking schools, restaurant
                                  reviews, wine selection suggestions and a daily meal
                                  planner. Offers information from Country Living and Good
                                  Housekeeping.
Health..........................  Loaded with information on health news, ailments and
                                  nutrition. Features content from Prevention, Healthy Living
                                  and content partners, SelfCare and Medscape. Offers advice
                                  from the network's resident expert and related support
                                  groups and interactive tools such as calorie counter and
                                  vitamin dispenser.
Home & Garden...................  Provides viewers with advice and tools for the design and
                                  care of gardens. Features content from Country Living
                                  Gardener and expert advice from Ms. Grow-it-all.
Horoscopes......................  Features relationship compatibility tools, birthday
                                  reminders and personalized daily horoscopes where visitors
                                  can ask "Genie" questions and find horoscopes from related
                                  magazines sites. Features information from Cosmopolitan.
Money...........................  Features content from Bloomberg, including business news,
                                  portfolio tools, currency conversion rates, stock quotes and
                                  company profiles. Provides interactive tools such as
                                  personal budget planning, home-buying calculators and other
                                  financial planning information.
News & Politics.................  Updates viewers on the financial industry, technology, world
                                  news headlines and other current events. Offers an
                                  opportunity to post comments, participate in various polls
                                  and e-mail politicians regarding public policy.
Pregnancy & Baby................  Features a large selection of body, health, pregnancy,
                                  childbirth and parenting reference materials. Offers advice
                                  from our resident obstetrics nurse and the opportunity to
                                  share experiences in the chat rooms.
Sex & Romance...................  Offers advice on relationships through content from
                                  Cosmopolitan and Redbook. Features content from Harlequin,
                                  "Emale," who provides advice from the male perspective, and
                                  love horoscopes.
Shopping........................  Offers visitors online shopping opportunities and an
                                  extensive selection from our over 35 e-commerce partners
                                  offering 18 product categories. Features "Deal of the Week"
                                  and "Staff Picks" that highlight savings and recommended
                                  products.
Small Business..................  Offers resources for starting a business, helpful hints from
                                  the Entrepreneur's Club or the "Biz Shrink" and content from
                                  Victoria and Good Housekeeping. Features interactive tools
                                  such as a start-up cost calculator and interactive business
                                  plan.
Technology & Internet...........  Provides visitors the opportunity to build their own
                                  Internet site and offers the latest technology news.
                                  Highlights women through broadband video interviews with
                                  well-known journalists such as NBC's Soledad O'Brien.
Travel..........................  Offers visitors the opportunity to plan a weekend getaway,
                                  read about tips for business travel and find weather
                                  information for any city and provides postings of
                                  destination picks on the travel message board.
</TABLE>

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<TABLE>
<CAPTION>
          CHANNEL NAME                                    DESCRIPTION
          ------------                                    -----------
<S>                               <C>
Weddings........................  Features tools for brides and grooms such as the wedding
                                  checklist from Town & Country, information on finding a
                                  wedding dress and wedding gift suggestions.
</TABLE>

Our channels link to related content on 11 magazine sites to which we have
online distribution rights. We produce, maintain and host these branded sites.
The content from these sites links to various channels within our network. The
following table describes each magazine site:

<TABLE>
<CAPTION>
            MAGAZINE                              RELATED WEB SITE DESCRIPTION
            --------                              ----------------------------
<S>                                <C>
Cosmopolitan.....................  Features fashion and relationship advice aimed at the
                                   "fun, fearless female."
Country Living...................  Provides lifestyle and home design ideas.
Country Living Gardener..........  Features seasonal gardening practices, beautiful gardens
                                   and tips for the avid gardener.
Country Living's Healthy           Features topics relating to illness and disease prevention
  Living.........................  and offers advice on following a healthy and spiritual
                                   lifestyle.
Good Housekeeping................  Features topics relating to food and recipes, home, family
                                   and consumer reports.
Harper's Bazaar..................  Profiles upscale fashion and beauty trends.
New Woman........................  Features topics relating to beauty, fashion, health
                                   fitness and relationships for active women.
House Beautiful..................  Features topics relating to designing, improving or
                                   remodeling one's home.
Prevention.......................  Offers articles, resources, guidance and expertise on a
                                   variety of health-related topics.
Redbook..........................  Focuses on family, health and marriage.
Town & Country...................  Focuses on living, arts, travel and weddings.
Victoria.........................  Offers support and advice for women entrepreneurs,
                                   including stories and lifestyle tips.
</TABLE>

ADVERTISING SALES

     We have derived substantially all of our revenues to date from the sale of
advertisements. Our advertising products currently consist of banner
advertisements that appear on pages within Women.com properties, higher profile
promotional sponsorships that are typically focused on a particular event, such
as a sweepstakes, production services for merchants who wish to create their own
minisites within the Women.com network, and merchant advertisements on targeted
areas for contexual selling. Hypertext links are embedded in each banner
advertisement or button to provide the user with instant access to the
advertiser's Web site, to obtain additional information, or to purchase products
and services. We offer advertisers the opportunity to target their messages to
segments of our audience, and therefore deliver greater value to our customers.
By developing an extended family of Women.com-branded properties, we seek to
offer advertisers a wide range of placement options.

     As of December 31, 1999 we had a direct sales force comprised of 39 sales
people, sales managers and support staff. This group is located primarily in New
York, with offices in Chicago, Los Angeles and San Mateo, California. Our
marketing division also works closely with the sales department to create a
variety of advertising packages from banner advertisements to minisite
production.

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CUSTOMERS

     Our sales division is building a large and varied client base of
advertising relationships, which we believe will build the strongest base of
customers for the future. During the fourth quarter of 1999, we had over 200
advertising customers and no one customer accounted for more than 10% of our net
revenues in that quarter. Selected customers and their respective industries
advertising on the network include:

<TABLE>
<CAPTION>
                                           TELECOMMUNICATIONS                  CONSUMER/
    AUTOMOTIVE       FINANCIAL SERVICES       & TECHNOLOGY       RETAIL      PACKAGED GOODS
    ----------       ------------------    ------------------    ------      --------------
<S>                 <C>                    <C>                  <C>         <C>
Ford Motor Company  Discover Brokerage        AT&T              Internet    Avon
General Motors      Fidelity Investments      IBM               Shopping    Bristol-Myers
Mercedes Benz       John Hancock              GTE               Network     Squibb
Toyota              Strong Funds              Intel             JC Penney   Clinique
Volvo               Union Bank of             Lycos             J. Crew     Kellogg
                    California                Microsoft         Macy's      Kraft
                    Visa                      Sprint            Sears       Proctor & Gamble
                                                                            Unilever
</TABLE>

CONTENT RELATIONSHIPS

     In order to provide our visitors with comprehensive programming, we have
entered into selected content relationships with companies including ABC News,
Bloomberg L.P., E!Online, Hearst, Rodale and Torstar (Harlequin).

DISTRIBUTION RELATIONSHIPS

     We believe that brand awareness and broad distribution are critical to our
success. Accordingly, in order to leverage our brand identity and increase
traffic to our network, we have entered into over 25 online distribution
relationships with leading Internet companies, including America Online, Alta
Vista, Go.com, Infoseek, Lycos, Microsoft Network, Snap.com and Yahoo!. Under
these distribution agreements, our distribution partners host Women.com content
on their sites. By clicking on the Women.com button or link placed on a
distribution partner's site, a user can immediately access our content, tools
and services. The term of these relationships ranges from six months to two
years. We will also have broadband distribution outlets with MediaOne
Interactive Services, Inc., one of the leading broadband communications
companies.

MARKETING

     Our marketing strategy includes a variety of online and offline marketing
initiatives, which focus on building our brand awareness, driving traffic to our
network, building our membership base and maximizing the amount of traffic to
our network at reasonable customer acquisition costs.

     We will continue to utilize our online distribution relationships to build
brand and generate traffic, and will also use other audience building
strategies, including newsletters to members, links to search engines and news
group postings.

     Our offline brand-building strategy focuses on relationships with media
partners, including Hearst, Rodale and Harlequin. Hearst and Rodale promote our
network in each of their magazines, both with advertising and with mentions. In
addition, under our agreement with Harlequin, Harlequin will promote our jointly
developed web site in all of its books published in North America. We also
promote our network through radio broadcasts and television broadcasts. We have
partnered with well-known national television programs, such as Good Morning
America to highlight Women.com events such as our "Majority 2000" election
initiative. Under these relationships, media companies feature Women.com content
on their programs.

                                       10
<PAGE>   11

     Our marketing department is also engaged in providing support to our sales
effort. The sales marketing staff develops sponsorship packages and proposals
and creates minisites and other production activities on behalf of advertising
clients.

     As of December 31, 1999, our marketing department consisted of 32 marketing
professionals located in San Mateo and New York.

TECHNOLOGY

     We rely almost exclusively on a variety of third-party products for our
hardware and software. We operate our network to ensure maximum network uptime,
to obtain, preserve and analyze customer data, and to enhance the user's
experience.

     Our goal is to maintain the technological infrastructure required to enable
heavy traffic, e-commerce and memory-intensive graphics on our network. We
maintain several Internet servers and application servers, each of which contain
software that balances the amount of content, traffic and transactions
conducted. Each server has one or more replicas and our user traffic is balanced
among them. As a result, if a server fails, there are enough back-up servers to
ensure that our service interruption is minimized. We house our servers at
Exodus Communications. Exodus is an environmentally controlled data center with
multiple communication lines and uninterrupted power.

     We provide tools for our visitors to search through our content using our
servers and are implementing a system that will help us assemble web pages in
real time based upon user or editorial requirements. We utilize third party
software to manage and deliver advertisements and to provide advertisers online
access to the information they need to measure how their advertisements are
performing on our network.

COMPETITION

     The market for Internet content and service providers is highly competitive
with few barriers to entry. The market segment that we target is characterized
by an increasing number of market entrants with competing content and services.

     We compete, in particular, with the following types of companies:

     - publishers of women's print magazines, such as Conde Nast and Hachette
       Filipachi, which also host Internet sites with content designed to
       complement their magazines

     - content aggregators, including America Online, Microsoft and Yahoo!

     - Internet companies, such as iVillage and Oxygen Media, which target women
       online

     - Internet directories, search engines and other sites that offer original
       editorial content

     - companies in the print, broadcast and television industries

     While we believe that this market segment is large enough to support
multiple companies, one or a few content and service providers could come to
dominate this segment. We must compete with such entities for Internet user
attention and time and for advertising and commerce revenues. In order to
compete successfully, we must provide compelling Internet content to attract
Internet users within our target demographic group and support advertising
intended to reach this audience.

     We believe that the principal competitive factors in attracting Internet
users include the quality of presentation, the relevance and depth of
information and name recognition of the services we offer. With respect to
securing advertisers, we believe that the principal competitive factors include
the number of users accessing our network, the demographics of the users, our
ability to deliver interactivity throughout our network and the overall
cost-effectiveness of the advertising offered. The success of our business
strategy depends in part on our ability to achieve premium rates for our
advertising products, based in part on the demographic characteristics of our
users.

                                       11
<PAGE>   12

EMPLOYEES

     As of December 31, 1999, we had 277 full-time employees, of whom 137 were
in content development, 39 in sales, 41 in technical operations, 32 in marketing
and 28 in general and administrative services. To support our anticipated future
growth we expect to hire additional employees, particularly in the areas of
content development and sales and marketing. Management considers its employee
relations to be good.

ITEM 2. PROPERTIES

     As of March 1, 2000, our headquarters are located in approximately 43,000
square feet of office space in San Mateo, California under lease agreements that
expire on December 31, 2001 as to approximately 14,000 square feet, December 31,
2002 as to approximately 10,000 square feet and August 31, 2003 as to the
remainder. In addition, we lease approximately 49,000 square feet of office
space in New York City pursuant to a lease agreement which expires December 31,
2010. We also maintain offices in Chicago, Illinois, New Canaan, Connecticut and
Santa Monica, California.

ITEM 3. LEGAL PROCEEDINGS

     There were no significant legal proceedings as of December 31, 1999.

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

     No matters were submitted to a vote of security holders in the quarter
ended December 31, 1999.

ITEM 4A. EXECUTIVE OFFICERS

     Set forth below is information regarding our executive officers as of March
1, 2000:

<TABLE>
<CAPTION>
          NAME            AGE                             POSITION
          ----            ---                             --------
<S>                       <C>    <C>
Marleen McDaniel........  50     Chairperson, Chief Executive Officer and President
David Brandin...........  61     Senior Vice President, International
Gina Garrubbo...........  39     Executive Vice President, Sales
Ellen Pack..............  34     Founder, General Manager and Senior Vice President
Michael Perry...........  53     Chief Financial Officer
A. Erin Ruane...........  35     Senior Vice President, Business Development
Anna Zornosa............  41     Senior Vice President, Marketing and Strategic Partnerships
</TABLE>

     Marleen McDaniel has served as our President, Chief Executive Officer and
Chairperson of the board of directors since October 1994. From 1992 to 1994, Ms.
McDaniel served as Senior Vice President and General Manager of Interop Company,
a division of Ziff-Davis Publishing. In 1990, Ms. McDaniel served as Vice
President of Marketing for Crescendo Communications, Inc., a high speed
internetworking company that later merged with Cisco Systems, Inc. From 1983 to
1990, Ms. McDaniel served as Director of Sales and Marketing at Sun
Microsystems, Inc. Ms. McDaniel also serves on the board of directors for
eve.com, Inc., an online source for beauty products, and is a trustee for the
Institute for Women in Technology. Ms. McDaniel holds a B.A. in Psychology from
the University of California, Berkeley.

     David Brandin has served as our Senior Vice President, International since
November 1999. Prior to joining Women.com, Mr. Brandin held a number of senior
level positions at high-tech companies including ClariNet, the McKinley Group,
Interop, SRI International's Computer Science and IT management consulting
divisions and founded Strategic Software Services, a consulting firm. Mr.
Brandin holds a BS in mathematics from Illinois Institute of Technology and
attended the Stanford Graduate School of Business' Executive Program.

     Gina Garrubbo has served as our Executive Vice President, Sales, since
October 1996. From 1992 to 1996, Ms. Garrubbo served as Vice President of
Discovery Communications, Inc, a cable programming company, where she directed
advertising sales for the Discovery and Learning Channels. From 1988 to 1992,

                                       12
<PAGE>   13

Ms. Garrubbo served as Vice President of Sales for Action Media Group, a company
involved in television barter syndications. Ms. Garrubbo holds a B.A. in
Government from Wells College in Aurora, New York.

     Ellen Pack founded Women.com in 1992 and has served as our General Manager
and Senior Vice President since inception. From 1990 to 1992, Ms. Pack served as
Chief Operating Officer of Torque Systems, Inc., a workflow software company.
Ms. Pack holds a B.A. in Economics and an M.B.A. from Columbia University.

     Michael Perry has served as our Chief Financial Officer since October 1998.
From 1987 to 1998, Mr. Perry served as Chief Financial Officer for the Belo
Corporation, a television and newspaper company. Mr. Perry holds a B.A. in
Accounting and Finance and an M.B.A. from Michigan State University.

     A. Erin Ruane has served as our Senior Vice President, Business Development
since August 1999 and served as Vice President, Business Development from 1996
to August 1999. From 1994 to 1996, Ms. Ruane served as Director of Corporate
Play Programs at Gymboree, Inc., a children's clothing and toy company. From
1992 to 1994, Ms. Ruane served as a Manager in the Strategic Planning Corporate
Development Group at The Walt Disney Company. Ms. Ruane holds a B.A. in
Economics from Georgetown University and an M.B.A. from the Darden School at the
University of Virginia.

     Anna Zornosa has served as our Senior Vice President, Marketing and
Strategic Partnerships since August 1999 and served as Senior Vice President,
Strategic Partnerships from February 1999 to August 1999. From April 1998 to
November 1998, Ms. Zornosa served as President and Chief Operating Officer of
SmartAge Inc., a community-based Internet company focused on small businesses.
From 1995 to 1998, Ms. Zornosa served as Senior Vice President, Advertising
Sales and Affiliate Development with PointCast, Inc. From 1991 to 1995, Ms.
Zornosa served in various executive positions at Ziff-Davis Publishing, Inc.
Prior to working at Ziff-Davis, Ms. Zornosa served as Publisher and
Editor-in-Chief of Communications Week, a magazine focused on
telecommunications. Ms. Zornosa holds an M.A. in Communications from the
University of Wisconsin.

                                       13
<PAGE>   14

                                    PART II

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

     (a) The Company's common stock is traded on the Nasdaq National Market
under the symbol "WOMN." The Company completed the initial public offering of
its common stock on October 20, 1999. The following table sets forth, for the
periods indicated, the high and low sales prices for the common stock as
reported by the Nasdaq National Market:

<TABLE>
<CAPTION>
                                                               HIGH        LOW
                                                              -------    -------
<S>                                                           <C>        <C>
Fiscal Year 1999:
  Fourth Quarter (from October 15)..........................  $23.375    $12.250
</TABLE>

     On March 17, 2000, the last reported sale price of the Company's common
stock on the Nasdaq National Market was $10.00 per share. As of March 17, 2000,
the Company had approximately 299 holders of record of its common stock. The
Company has never paid any cash dividends on its capital stock and does not
expect to pay any dividends in the foreseeable future.

     On September 7, 1999, the Company sold 1,250,000 shares of its Common Stock
to each of the Hearst Corporation and Torstar Corporation at a price of $11 per
share pursuant to Section 4(2) of the Securities Act. The aggregate offering
price for such sales was $27.5 million.

     On October 20, 1999, the Company issued an additional 125,000 shares to
each of the Hearst Corporation and Torstar Corporation pursuant to antidilution
provisions for no additional consideration.

     On October 20, 1999, the Company sold 1,250,000 shares of its Common Stock
to each of the Hearst Corporation and The Walt Disney Company at a price of $10
per share pursuant to Section 4(2) of the Securities Act. The aggregate offering
price for such sales was $25.0 million.

     (b) The effective date of the Company's first registration statement, filed
on Form S-1 under the Securities Act of 1933 (No. 333-78363) relating to the
Company's initial public offering of its Common Stock, was October 14, 1999.
There has been no change to the disclosure contained in the Company's report on
Form 10-Q for the quarter ended September 30, 1999 regarding the use of the
proceeds generated by the Company's initial public offering.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

     The selected consolidated financial data should be read in conjunction with
our consolidated financial statements and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                         -----------------------------------------------------
                                          1995       1996       1997        1998        1999
                                         -------    -------    -------    --------    --------
<S>                                      <C>        <C>        <C>        <C>         <C>
STATEMENT OF OPERATIONS DATA:
Net revenues...........................  $   128    $   729    $ 2,798    $  7,247    $ 30,023
Net loss attributable to common
  stockholders.........................  $(1,942)   $(2,987)   $(6,612)   $(13,615)   $(57,068)
Basic and diluted net loss per share
  attributable to common
  stockholders.........................  $ (2.81)   $ (4.26)   $ (9.15)   $ (10.52)   $  (2.11)
Shares used in computing basic and
  diluted net loss per share...........      692        702        722       1,294      27,062
</TABLE>

                                       14
<PAGE>   15

<TABLE>
<CAPTION>
                                                          AS OF DECEMBER 31,
                                        ------------------------------------------------------
                                         1995       1996        1997        1998        1999
                                        -------    -------    --------    --------    --------
<S>                                     <C>        <C>        <C>         <C>         <C>
BALANCE SHEET DATA:
Cash equivalents......................  $   564    $ 1,761    $  4,885    $ 12,235    $ 87,242
Working capital.......................      153         83       2,874       9,856      93,187
Total assets..........................      719      2,208       6,430      18,062     172,539
Mandatorily redeemable convertible
  preferred stock and warrants........    2,839      5,817      15,012      35,420          --
Total stockholders' equity
  (deficit)...........................   (2,663)    (5,650)    (12,256)    (22,705)    158,074
</TABLE>

     The Company has never paid any cash dividends on its capital stock.

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

OVERVIEW

     Women.com is a leading Internet network dedicated to women, featuring
award-winning original content, personalized services, community and online
shopping. Women.com's network contains more than 100,000 pages of content
organized into 19 topical channels, and offers content from 11 of the world's
leading women's magazines, including Cosmopolitan, Good Housekeeping, Prevention
and Redbook.

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

     Women.com has incurred significant net losses and negative cash flows from
operations since its inception. As of December 31, 1999, Women.com had an
accumulated deficit of $83.0 million. Women.com intends to continue to make
significant financial investments in its business, including product, technology
and infrastructure development and personnel. As a result, Women.com believes it
will incur significant operating losses and negative cash flows from operations
for at least the next several years.

     Women.com's revenues to date have been generated primarily from advertising
and sponsorships. Advertising and sponsorship revenues represented 83%, 74% and
88% of total revenues for the year ended December 31, 1999, 1998 and 1997,
respectively.

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

     Sponsorship revenues are derived from contracts that generally range from 6
to 24 months in length. Sponsorship agreements typically include the delivery of
impressions, market research, preferred status within relevant content areas and
the design and development of sites branded by both Women.com and the sponsor
intended to enhance the promotional objective of the sponsor. Women.com
recognizes sponsorship revenues as earned, which is generally ratably over the
contract period. To the extent that committed obligations under sponsorship
agreements are not met, revenue recognition is deferred until the obligations
are met.

                                       15
<PAGE>   16

     Advertising revenues also include barter revenues, which represent the
exchange of advertising space on Women.com's network for reciprocal advertising
space on third party Web sites as well as other advertising and promotional
vehicles. Revenues from these barter transactions are recorded as advertising
revenues at the lower of estimated fair value of the advertisements received or
delivered and are recognized upon publication of the advertisements on
Women.com's network. Barter expenses are an equal and offsetting charge and are
recorded at the lower of estimated fair value of the advertisements received or
delivered and are recognized when Women.com's advertisements run on the
reciprocal media property, which is typically in the same period in which the
advertisements run on Women.com's network. Barter revenue comprised less than 1%
of Women.com's total revenues in 1999 as compared to 9% in 1998. Women.com had
no barter revenue in 1997.

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

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

RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

     Results of operations for the years ended December 31, 1998 and 1997
include the results of Women.com only, as the combination with HomeArts and
Astronet did not occur until January 29, 1999. Results of operations for 1999
include the combined results of Women.com and HomeArts for the period subsequent
to the combination with HomeArts and Astronet on January 29, 1999. Results of
operations for 1999 also include the operating results of World Gaming
Corporation, a wholly-owned subsidiary of Women.com, since December 10, 1999.

     Net revenues. Net revenues were $30.0 million for the year ended December
31, 1999, a 314% increase over 1998. The combination with HomeArts and Astronet
accounted for 36% of this increase. The remaining increase in revenues was
primarily due to Women.com's higher advertising and sponsorship revenues during
1999. Advertising and sponsorship revenues were $20.5 million in 1999, a 330%
increase over 1998. Production revenues related to the relaunch of nine magazine
sites totaled $2.7 million in 1999. These revenues, comprising 9% of total
revenues are related to Women.com's magazine content license and hosting
agreement with Hearst Communications, Inc., a principal stockholder of the
Company.

     Net revenues increased to $7.2 million in 1998 from $2.8 million in 1997.
This increase was primarily due to higher advertising banner sales of
approximately $2.2 million, a full year of production revenues from MediaOne and
Hallmark of approximately $1.3 million, and new revenues from the initiation of
e-commerce affiliate and barter programs of approximately $200,000 and $656,000,
respectively.

     Production, product and technology expenses. Production, product and
technology expenses consist primarily of personnel related costs for technical
operations, editorial and design activities and content acquisition costs.
Production, product and technology expenses increased to $22.4 million in 1999
compared to $5.7 million in 1998. This increase was primarily due to increased
expenses of $8.4 million associated with costs related to the combination with
HomeArts and Astronet. Women.com also incurred $4.7 million of expenses related
to the hiring of additional personnel, as well as $1.0 million in increased
content acquisition costs and other production costs associated with growth in
its business.

     Production, product and technology expenses increased to $5.7 million in
1998 from $2.9 million in 1997. This increase was primarily due to the hiring of
additional production and product development personnel in 1998, and a $356,000,
or 93%, increase in content creation and development costs. These additional
resources

                                       16
<PAGE>   17

were required to develop and support the increased content, features and overall
functionality of Women.com's network.

     Sales and marketing expenses. Sales and marketing expenses consist
primarily of personnel costs and advertising, distribution and public relations
expenses. Sales and marketing expenses were $35.4 million in 1999 compared to
$12.0 million in 1998. Additional advertising costs including television
advertising of $5.7 million, personnel costs related to increased headcount of
$4.0 million, costs related to the HomeArts and Astronet combination of $3.5
million and increased distribution costs of $3.4 million contributed to this
increase. Sales and marketing expenses for 1999 also include $3.5 million in
noncash expenses related to print campaigns under Women.com's agreement with
Hearst.

     Sales and marketing expenses increased to $12.0 million in 1998 from $3.9
million in 1997. The increase was primarily due to increased sales and marketing
staffing and accelerated sales and marketing activities. Advertising expenses
increased $2.4 million in 1998 to $4.0 million from $1.6 million in 1997. In
addition, Women.com incurred approximately $2.1 million in online distribution
expense in connection with its distribution contracts with major online service
providers. Also included in sales and marketing expenses for 1998 was $656,000
of barter expense. Barter expense was not recorded in 1997.

     General and administrative expenses. General and administrative expenses
consist primarily of personnel costs, legal fees and accounting fees. General
and administrative expenses were $7.0 million in 1999, an increase of 411% over
1998. Approximately 31% of the total increase was related to the combination
with HomeArts and Astronet. The remainder of the increase is attributable to
additional occupancy, insurance and other costs related to the Company's growing
employee base. Company headcount increased from 103 at the end of 1998 to 277 at
the end of 1999. Approximately 80 of these employees came from the combination
with HomeArts and Astronet.

     General and administrative expenses increased to $1.4 million in 1998 from
$1.1 million in 1997. This increase was primarily due to increased
administrative staffing to support Women.com's growth. Bad debt expense
increased by $201,000 to provide additional bad debt reserves related to the
growth in revenues.

     Stock-based compensation. Stock-based compensation consists of charges
related to the difference between employee stock option grant prices and deemed
fair market values on the date of grant amortized over the vesting period of the
options. Stock-based compensation expense was $3.0 million in 1999 compared with
$1.2 million in 1998. The increase is due to increased levels of stock option
grants and increases in the deemed fair market value of the underlying common
stock. Women.com had no stock-based compensation charges in 1997.

     Amortization of acquired intangibles. Amortization of acquired intangibles
consists of the amortization of goodwill and intangible assets acquired.
Women.com reported $20.5 million of amortization of acquired intangibles in 1999
as compared to $517,000 in 1998. The 1999 expense includes amortization related
to the 1999 acquisitions of HomeArts, Internethoroscopes.com International and
World Gaming Corporation, in addition to the 1998 acquisition of Wild Wild Web.
No amortization expense was recorded in 1997.

     Other income, net. Other income, net increased to $1.4 million in 1999 from
$539,000 in 1998 and $37,000 in 1997. The 1999 increase was primarily due to
higher cash balances in connection with private and public sales of equity
securities. The 1998 increase was attributable to higher cash balances resulting
from the private sale of equity securities.

LIQUIDITY AND CAPITAL RESOURCES

     Until its initial public offering in October 1999, which raised net
proceeds of approximately $38.2 million including the underwriter's
over-allotment, Women.com financed its operations primarily through the private
placement of its convertible preferred stock. Management believes its existing
cash balances are sufficient to enable Women.com to meet its obligations for at
least the next 12 months.

     Net cash used in operating activities increased to $34.6 million in 1999
from $11.7 million in 1998 and $2.6 million in 1997. These increases were
primarily due to increased operating losses, offset in part by

                                       17
<PAGE>   18

increased non-cash charges including stock based compensation and increased
amortization of intangibles in 1999.

     Net cash used in investing activities increased to $3.6 million in 1999 as
compared to $1.0 million in 1998 and $0.5 million in 1997. The 1999 increase was
due to the acquisition of World Gaming Corporation and increased purchases of
property and equipment and was partially offset by cash received from Hearst in
connection with the HomeArts and Astronet combination. The 1998 increase was
entirely attributable to increased purchases of property and equipment.

     Net cash provided by financing activities increased to $113.2 million in
1999 as compared to $20.1 million in 1998 and $6.2 million in 1997. The 1999
increase was attributable to proceeds form the issuance of common stock in both
public and private offerings. The 1998 increase was due to proceeds from the
issuance of Series D preferred stock.

     Women.com expects to increase staffing, make significant capital
expenditures, make acquisitions of complementary businesses, products and
technologies, and expand its sales and marketing programs.

RISK FACTORS

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

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

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

     We have had operating losses since we were formed. We expect to incur
significant operating losses and negative cash flows for at least the next
several years. We may never achieve profitability. If we fail to achieve
profitability or sustain or increase profitability if we achieve it, our
financial condition would be materially harmed. As of December 31, 1999, we had
an accumulated deficit of $83.0 million. Successfully achieving our growth and
profitability plan depends on, among other things, our ability to significantly
increase our revenues and meet the other challenges set forth in the following
risk factors.

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

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

     - fluctuations in the demand for internet advertising or electronic
       commerce

     - changes in the level of traffic on our network

     - fluctuations in marketing expenses and technology infrastructure costs

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

                                       18
<PAGE>   19

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

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

     We derive over 80% of our revenues from the sale of advertisements on our
network. If we fail to sell advertising, our revenues will be significantly
reduced. Market acceptance of Internet-based advertising is uncertain and
depends largely on advertisers' determinations that the Internet is an effective
medium for advertising. Most of our customers have limited experience with the
Internet as an advertising medium. Our ability to generate significant
advertising revenues depends upon several other factors, including:

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

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

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

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

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

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

     Hearst representatives currently fill five of the ten seats on our board of
directors. In addition, Hearst beneficially owns approximately 47% of our
outstanding common stock. Given Hearst's share ownership, Hearst is able to
elect additional directors. Any action taken by our board requires the approval
of at least six directors. As a result, at least one Hearst representative must
approve all actions taken by our board, which could significantly influence our
corporate direction and policies, including any mergers, acquisitions,
consolidations, strategic relationships or sales of assets. Hearst's board
representation and stock ownership may discourage or prevent transactions
involving an actual or potential change of control, including transactions in
which stockholders would otherwise receive a premium for their shares. In
addition, the interests of Hearst, which owns or has significant investments in
other businesses, including cable television networks, newspapers, magazines and
electronic media, may from time to time be competitive with, or otherwise
diverge from, our interests, particularly with respect to new business
opportunities and future acquisitions.

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

                                       19
<PAGE>   20

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

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

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

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

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

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

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

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

     Hearst is permitted to license the content or trademarks of the 10
magazines to any Internet site or portal that is not deemed to be our
competitor. A competitor is defined under the agreement to include any Internet
site, channel, area or online content aggregation service that provides content
primarily for women and is used primarily by women. Any content or trademark
license by Hearst to any third party could dilute the value of the Hearst
magazine content to our network. We agreed with Hearst not to enter into any
agreements to produce or include as part of our network any magazine site or
content related to a print publication other than the Hearst publications and
the Prevention and New Woman magazines without Hearst's approval. Our inability
to create new relationships with print publications could impair our ability to
enhance the visibility of our brand.

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

     We rely on Astronet to generate a significant portion of our page views and
Astronet depends on America Online for traffic. In December 1999, approximately
35% of our page views were generated by Astronet and, during the same period,
approximately 63% of Astronet's traffic was generated by America Online. If the
popularity of our Astronet site declines, or if America Online stops carrying
our Astronet site, our number of visitors and page views would decrease
significantly and our business could be materially harmed.

                                       20
<PAGE>   21

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

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

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

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

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

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

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

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

     We depend on establishing and maintaining online distribution relationships
with high-traffic Internet sites and leading Internet portals to ensure the
visibility of our network and to generate additional traffic. Our business could
be materially harmed if we do not establish and maintain additional
relationships on commercially reasonable terms or if any of our relationships do
not result in increased network traffic and visibility. A substantial portion of
our network's traffic was generated by our distribution relationships and, in
particular, America Online. All of our distribution relationships are based on
short-term agreements. There is intense competition for online distribution
relationships among Internet sites. We may not be able to enter into new or
renewed relationships on commercially reasonable terms or at all. In addition,
our existing online distribution relationships or any relationships that we
enter into in the future may not generate enough additional traffic to our
network or create sufficient brand visibility to justify the costs we incur for
such relationships.

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

     We often evaluate acquisition opportunities that could provide us with
additional product or content offerings or additional industry expertise. Any
future acquisition could result in difficulties assimilating acquired operations
and products, diversion of management's attention away from other business
issues and
                                       21
<PAGE>   22

amortization of acquired intangible assets. Specifically, we expect that future
transactions may involve the acquisition of early-stage Internet content and
technology companies. Integration of these companies may result in problems
related to integration of technology and inexperienced management teams. Our
management has had limited experience in assimilating acquired organizations and
products into our operations. We may not successfully integrate any operations,
personnel or products that we may acquire in the future. If we fail to
successfully integrate acquisitions, our business would be materially harmed.

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

     We have recently experienced significant growth and are planning to further
expand our business and operations. If we are unable to successfully manage this
growth our business could be materially harmed. We have had a significant
increase in our number of employees during the last year. This growth places a
significant strain on our management and other resources. As part of this
growth, we expect to implement new operational and financial systems, procedures
and controls. Any problems in implementing these systems or controls could harm
our operations.

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

     If our network fails for any reason, even for only a short period of time,
our business and reputation would be materially harmed. We rely on third parties
for proper functioning of our computer infrastructure and delivery of our
product. Our systems and operations could be damaged or interrupted by fire,
flood, power loss, telecommunications failure, break-ins, earthquake and similar
events. In May and June 1999, user access to our pregnancy channel was disrupted
as a result of a system failure. Although this disruption has been remedied, we
may encounter unforeseen difficulties in maintaining full access to this or
other channels on our network, and, therefore, there may be additional delays.
This failure and any additional failures may adversely affect our user traffic
results in our current or any future quarters, which could adversely affect our
revenues and operating results and harm our reputation with users, advertisers
and commerce partners.

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

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

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

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

     - security concerns

     - inconsistent quality of service

     - inadequate network infrastructure
                                       22
<PAGE>   23

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

     - lack of cost-effective, high-speed connectivity

     - the failure of the Internet as a viable commercial marketplace

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

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

     In addition, the ability to securely transmit confidential information is a
significant criterion for successful e-commerce. Any well-publicized compromise
of security could deter people from using the Internet or from using the
Internet for transactions that involve transmitting confidential information,
such as credit card numbers. Because many of our advertisers seek to advertise
on our network to encourage people to use the Internet to purchase goods or
services, the failure of the Internet as a medium for commerce would seriously
harm our business, financial condition or results of operations.

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

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

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

     The imposition of potential liability for our content or services could
require us to implement measures to reduce our exposure to such liability
arising out of the content or services we offer, which may require the
expenditure of substantial resources, or to discontinue some content or service
offerings. The increased attention focused upon liability issues as a result of
these lawsuits and legislative proposals could affect the

                                       23
<PAGE>   24

growth of Internet use. While we carry general liability insurance, it may not
be adequate to compensate us in the event we become liable for our content or
services. Any liability in excess of our general liability insurance could
materially harm our business, financial condition or results of operations.

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

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

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

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

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

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

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

     We are not currently subject to meaningful direct regulation applicable to
access to, or commerce on, the Internet by any government agency. Any new laws
or regulations relating to the Internet could substantially increase our
operating expenses or otherwise materially harm our business. It is possible
that in the future a number of laws and regulations may be adopted with respect
to the Internet and other digital media, covering issues such as user privacy,
electronic commerce, and the pricing, characteristics and quality of products
and

                                       24
<PAGE>   25

services. Our distribution arrangements on the Internet could subject us to the
laws of a distant jurisdiction in an unpredictable manner. Several
telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and providers of online
services in a manner similar to long distance telephone carriers and to impose
access fees on these companies.

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

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

     - actual or anticipated quarterly variations in our operating results

     - changes in market expectations of our future financial performance or
       changes in the estimates of securities analysts

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

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

     - announcements by our competitors

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 or SAB 101, Revenue Recognition in Financial
Statements, which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the Commission. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies. We believe
that the impact of SAB 101 will not have a material effect on our financial
position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Women.com maintains its cash equivalents in an institutional money market
fund. As of December 31, 1999 all of Women.com's cash equivalent investments
will mature in one year or less. Women.com did not hold derivative financial
instruments as of December 31, 1999 and has never held any such instruments.
Currently all sales and expenses are denominated in U.S. dollars and as a result
no foreign exchange gains or

                                       25
<PAGE>   26

losses have been experienced to date. Women.com Networks does not expect any
transactions in foreign currencies during 2000 nor has it engaged in foreign
currency hedging to date.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Part IV, Item 14 of this Form 10-K.

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

     None.

                                       26
<PAGE>   27

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item, insofar as it relates to directors,
will be contained under the captions "Election of Directors" and "Compliance
with Section 16(a) of the Securities Exchange Act of 1934" in the Company's
definitive proxy statement with respect to the Company's 2000 Annual Meeting of
Stockholders (the "Proxy Statement"), and is hereby incorporated by reference
thereto. The information relating to executive officers of the Company is
contained at the end of Part I of this Report.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this Item will be contained in the Proxy
Statement under the caption "Executive Compensation," and is hereby incorporated
by reference thereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item will be contained in the Proxy
Statement under the caption "Security Ownership of Certain Beneficial Owners and
Management," and is hereby incorporated by reference thereto.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item will be contained in the Proxy
Statement under the caption "Certain Relationships and Related Transactions,"
and is hereby incorporated by reference thereto.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

     The following documents are being filed as part of this Report:

     (a) Financial Statements

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                      PAGE
                                                                      ----
        <S>                                                           <C>
        Report of Independent Accountants...........................   28
        Consolidated Balance Sheets as of December 31, 1999 and
          1998......................................................   29
        Consolidated Statements of Operations for the three years
          ended December 31, 1999...................................   30
        Consolidated Statements of Stockholders' Equity (Deficit)
          for the three years ended December 31, 1999...............   31
        Consolidated Statements of Cash Flows for the three years
          ended December 31, 1999...................................   32
        Notes to Consolidated Financial Statements..................   33
</TABLE>

                                       27
<PAGE>   28

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Women.com Networks, Inc.

     In our opinion, the accompanying consolidated balance sheets and the
related statements of operations, of stockholders' equity (deficit) and of cash
flows present fairly, in all material respects, the financial position of
Women.com Networks, Inc. and its subsidiaries, at December 31, 1998 and 1999 and
the results of their operations and their cash flows for each of the three years
ended December 31, 1997, 1998 and 1999, in conformity with accounting principles
generally accepted in the United States. These consolidated financial statements
are the responsibility of Women.com Networks, Inc.'s management; our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements, 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 the
opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

San Jose, California
January 25, 2000

                                       28
<PAGE>   29

                            WOMEN.COM NETWORKS, INC.

                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              --------------------
                                                                1998        1999
                                                              --------    --------
<S>                                                           <C>         <C>
Current assets:
  Cash and cash equivalents.................................  $ 12,235    $ 87,242
  Accounts receivable, less allowance for doubtful accounts
     of $295 and $353, respectively.........................     2,442      15,131
  Accounts receivable -- related party......................        --       1,197
  Prepaid and other current assets..........................       526       4,082
                                                              --------    --------
          Total current assets..............................    15,203     107,652
  Property and equipment, net...............................     1,261       9,069
  Intangible assets, net....................................     1,505      53,651
  Restricted cash...........................................        --       1,447
  Other assets..............................................        93         720
                                                              --------    --------
          Total assets......................................  $ 18,062    $172,539
                                                              ========    ========
               LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
                 AND WARRANTS AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..........................................  $  2,828    $  6,239
  Accounts payable -- related party.........................        --         253
  Accrued liabilities.......................................       337         578
  Accrued compensation and related benefits.................       364       2,187
  Current portion of capital lease obligation...............        15          --
  Notes payable.............................................       348          --
  Deferred revenue..........................................     1,455       5,208
                                                              --------    --------
          Total current liabilities.........................     5,347      14,465
                                                              --------    --------
Mandatorily redeemable convertible preferred stock, no par
  value:
  Authorized: 18,286 shares at December 31, 1998 and none at
     December 31, 1999
  Issued and outstanding: 13,438 shares at December 31, 1998
     and none at December 31, 1999..........................    34,905          --
  Mandatorily redeemable convertible preferred stock
     warrants...............................................       515          --
                                                              --------    --------
                                                                35,420          --
                                                              --------    --------
Commitments and contingencies (Note 7)
Stockholders' equity (deficit):
  Preferred stock, par value: $.001
     Authorized: 5,000 shares None issued and outstanding...        --          --
  Common stock, par value: $.001
     Authorized: 195,000 shares Issued and outstanding:
      1,497 shares at December 31, 1998 and 45,704 at
      December 31, 1999.....................................         3          45
  Additional paid-in capital................................     5,269     244,154
  Notes receivable from stockholders........................       (44)        (44)
  Unearned compensation.....................................    (1,979)     (3,059)
  Accumulated deficit.......................................   (25,954)    (83,022)
                                                              --------    --------
          Total stockholders' equity (deficit)..............   (22,705)    158,074
                                                              --------    --------
          Total liabilities, mandatorily redeemable
          convertible preferred stock and warrants and
          stockholders' equity (deficit)....................  $ 18,062    $172,539
                                                              ========    ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       29
<PAGE>   30

                            WOMEN.COM NETWORKS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                               1997        1998        1999
                                                              -------    --------    --------
<S>                                                           <C>        <C>         <C>
Net revenues................................................  $ 2,798    $  7,247    $ 27,060
Net revenues, related party.................................       --          --       2,963
                                                              -------    --------    --------
          Total net revenues................................    2,798       7,247      30,023
                                                              -------    --------    --------
Operating expenses
  Production, product and technology........................    2,922       5,728      22,364
  Sales and marketing.......................................    3,907      12,042      35,368
  General and administrative................................    1,101       1,374       7,015
  Stock-based compensation..................................       --       1,170       2,987
  Amortization of acquired intangibles......................       --         517      20,482
                                                              -------    --------    --------
          Total operating expenses..........................    7,930      20,831      88,216
                                                              -------    --------    --------
Loss from operations........................................   (5,132)    (13,584)    (58,193)
Other income, net...........................................      154         596       1,455
Interest expense............................................     (117)        (57)        (35)
                                                              -------    --------    --------
Net loss....................................................   (5,095)    (13,045)    (56,773)
Dividend accretion on mandatorily redeemable convertible
  preferred stock...........................................   (1,517)       (570)       (295)
                                                              -------    --------    --------
Net loss attributable to common stockholders................  $(6,612)   $(13,615)   $(57,068)
                                                              =======    ========    ========
Basic and diluted net loss per share attributable to common
  stockholders..............................................  $ (9.15)   $ (10.52)   $  (2.11)
                                                              =======    ========    ========
Shares used in computing basic and diluted net loss per
  share.....................................................      722       1,294      27,062
                                                              =======    ========    ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       30
<PAGE>   31

                            WOMEN.COM NETWORKS, INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                CONVERTIBLE UNITS    COMMON STOCK     ADDITIONAL         NOTES
                                -----------------   ---------------    PAID-IN        RECEIVABLE         UNEARNED     ACCUMULATED
                                SHARES    AMOUNT    SHARES   AMOUNT    CAPITAL     FROM STOCKHOLDERS   COMPENSATION     DEFICIT
                                ------   --------   ------   ------   ----------   -----------------   ------------   -----------
<S>                             <C>      <C>        <C>      <C>      <C>          <C>                 <C>            <C>
Balances, December 31, 1996...      --   $     --      703    $ 1      $    120          $(44)           $    --       $ (5,727)
  Issuance of common stock
    pursuant to exercise of
    stock options.............      --         --       46     --             6            --                 --             --
  Accretion of mandatorily
    redeemable convertible
    preferred stock...........      --         --       --     --            --            --                 --         (1,517)
  Net loss....................      --         --       --     --            --            --                 --         (5,095)
                                ------   --------   ------    ---      --------          ----            -------       --------
Balances, December 31, 1997...      --         --      749      1           126           (44)                --        (12,339)
  Issuance of common stock
    pursuant to exercise of
    stock options.............      --         --       73     --            15            --                 --             --
  Issuance of common stock
    pursuant to acquisition of
    Wild Wild Web.............      --         --      675      2         1,753            --                 --             --
  Issuance of warrants........      --         --       --     --           226            --                 --             --
  Unearned compensation.......      --         --       --     --         3,149            --             (3,149)            --
  Amortization of unearned
    compensation..............      --         --       --     --            --            --              1,170             --
  Accretion of mandatorily
    redeemable convertible
    preferred stock...........      --         --       --     --            --            --                 --           (570)
  Net loss....................      --         --       --     --            --            --                 --        (13,045)
                                ------   --------   ------    ---      --------          ----            -------       --------
Balances, December 31, 1998...      --         --    1,497      3         5,269           (44)            (1,979)       (25,954)
  Issuance of common stock
    pursuant to exercise of
    stock options.............      --         --      877     --           462            --                 --             --
  Issuance of common stock
    pursuant to acquisition of
    HomeArts..................      --         --   17,799     18        85,332            --                 --             --
  Issuance of common stock
    pursuant to exercise of
    common and preferred stock
    warrants..................      --         --      180     --             3            --                 --             --
  Issuance of restricted
    stock.....................      --         --       31     --           231            --                 --             --
  Issuance of convertible
    units.....................   2,000     19,249       --     --                          --                 --             --
  Conversion of convertible
    units into common stock...  (2,000)   (19,249)   2,000      2        19,247            --                 --             --
  Accretion of mandatorily
    redeemable convertible
    preferred stock...........      --         --       --     --            --            --                 --           (295)
  Conversion of preferred
    stock and warrants into
    common stock and
    warrants..................      --         --   13,438     13        35,702            --                 --             --
  Issuance of common stock for
    cash......................      --         --    5,319      5        55,682            --                 --             --
  Issuance of common stock
    pursuant to stock
    dividends.................      --         --      250     --            --            --                 --             --
  Issuance of common stock for
    cash in initial public
    offering, net of offering
    expenses of $1,944........      --         --    4,313      4        38,159            --                 --             --
  Unearned compensation.......      --         --       --     --         4,067            --             (4,067)            --
  Amortization of unearned
    compensation..............      --         --       --     --            --            --              2,987             --
  Net loss....................      --         --       --     --            --            --                 --        (56,773)
                                ------   --------   ------    ---      --------          ----            -------       --------
Balances, December 31, 1999...      --   $     --   45,704    $45      $244,154          $(44)           $(3,059)      $(83,022)
                                ======   ========   ======    ===      ========          ====            =======       ========

<CAPTION>
                                     TOTAL
                                 STOCKHOLDERS'
                                EQUITY (DEFICIT)
                                ----------------
<S>                             <C>
Balances, December 31, 1996...      $ (5,650)
  Issuance of common stock
    pursuant to exercise of
    stock options.............             6
  Accretion of mandatorily
    redeemable convertible
    preferred stock...........        (1,517)
  Net loss....................        (5,095)
                                    --------
Balances, December 31, 1997...       (12,256)
  Issuance of common stock
    pursuant to exercise of
    stock options.............            15
  Issuance of common stock
    pursuant to acquisition of
    Wild Wild Web.............         1,755
  Issuance of warrants........           226
  Unearned compensation.......            --
  Amortization of unearned
    compensation..............         1,170
  Accretion of mandatorily
    redeemable convertible
    preferred stock...........          (570)
  Net loss....................       (13,045)
                                    --------
Balances, December 31, 1998...       (22,705)
  Issuance of common stock
    pursuant to exercise of
    stock options.............           462
  Issuance of common stock
    pursuant to acquisition of
    HomeArts..................        85,350
  Issuance of common stock
    pursuant to exercise of
    common and preferred stock
    warrants..................             3
  Issuance of restricted
    stock.....................           231
  Issuance of convertible
    units.....................        19,249
  Conversion of convertible
    units into common stock...            --
  Accretion of mandatorily
    redeemable convertible
    preferred stock...........          (295)
  Conversion of preferred
    stock and warrants into
    common stock and
    warrants..................        35,715
  Issuance of common stock for
    cash......................        55,687
  Issuance of common stock
    pursuant to stock
    dividends.................            --
  Issuance of common stock for
    cash in initial public
    offering, net of offering
    expenses of $1,944........        38,163
  Unearned compensation.......            --
  Amortization of unearned
    compensation..............         2,987
  Net loss....................       (56,773)
                                    --------
Balances, December 31, 1999...      $158,074
                                    ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       31
<PAGE>   32

                            WOMEN.COM NETWORKS INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                               1997        1998        1999
                                                              -------    --------    --------
<S>                                                           <C>        <C>         <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss....................................................  $(5,095)   $(13,045)   $(56,773)
Adjustments to reconcile net loss to net cash used in
  operating activities, net of the effects of acquisitions:
  Depreciation and amortization of tangible assets..........      181         323       1,682
  Amortization of intangibles...............................       --         517      20,482
  Provision for doubtful accounts...........................       47         248          77
  Interest converted to preferred stock.....................      109          --          --
  Amortization of stock-based compensation..................       --       1,170       2,987
  Issuance of common stock warrant in exchange for financing
    services................................................       --          15          --
  Issuance of restricted stock in exchange for services.....       --          --         231
  (Increase) in accounts receivable.........................     (783)     (1,728)    (11,239)
  (Increase) in accounts receivable -- related party........       --          --      (1,197)
  (Increase) decrease in prepaid and other assets...........      (37)       (502)      5,040
  (Increase) in restricted cash.............................       --          --      (1,447)
  Increase in accounts payable..............................      439       1,907       3,407
  Increase in accounts payable -- related party.............       --          --         253
  (Decrease) increase in accrued liabilities................      133         433      (1,679)
  Increase (decrease) in deferred revenue...................    2,440      (1,031)      3,628
  Decrease in other liabilities.............................      (18)         --          --
                                                              -------    --------    --------
        Net cash used in operating activities...............   (2,584)    (11,693)    (34,548)
                                                              -------    --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment.......................     (506)     (1,075)     (7,161)
Acquisition of Internethoroscope.com........................       --          --        (237)
Acquisition of World Gaming Corporation.....................       --          --      (9,155)
Cash received from HomeArts acquisition.....................       --          --      12,907
                                                              -------    --------    --------
        Net cash used in investing activities...............     (506)     (1,075)     (3,646)
                                                              -------    --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock and warrants and
  convertible units, net of issuance costs..................    5,552      20,049      19,249
Proceeds from issuance of common stock, net of issuance
  costs.....................................................       --          --      93,850
Proceeds from exercise of common stock warrants.............       --          --           3
Proceeds from exercise of common stock options..............        6          15         462
Principal payments under capital lease obligations..........      (88)        (50)        (15)
Principal payment under term loan...........................       --        (244)       (348)
Proceeds from notes payable.................................      744         348          --
                                                              -------    --------    --------
        Net cash provided by financing activities...........    6,214      20,118     113,201
                                                              -------    --------    --------
Net increase in cash and cash equivalents...................    3,124       7,350      75,007
Cash and equivalents at beginning of period.................    1,761       4,885      12,235
                                                              -------    --------    --------
Cash and cash equivalents at end of period..................  $ 4,885    $ 12,235    $ 87,242
                                                              =======    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest..................................  $    24    $     --    $     --
Revenue and advertising expense from barter transactions....       --         656         228
Supplemental disclosure of noncash financing information:
Accretion of preferred stock................................    1,517         570         295
Conversion of notes payable and accrued interest to
  preferred stock...........................................    2,017          --          --
Unearned compensation related to stock options grants.......       --       3,149       4,067
Issuance of Series D mandatorily redeemable convertible
  preferred stock warrant in exchange for services..........       --         226          --
Net exercise of preferred stock warrants....................       --          --          15
Conversion of mandatorily redeemable convertible preferred
  stock and warrants and convertible units into common stock
  and warrants..............................................       --          --      54,904
Liabilities assumed in connection with acquisition of Wild
  Wild Web, Inc.
  Fair value of assets acquired.............................             $  2,065
  Common stock issued.......................................               (1,755)
                                                                         --------
  Liabilities assumed.......................................             $    310
                                                                         ========
Liabilities assumed in connection with acquisition of
  HomeArts:
  Fair value of assets acquired.............................                         $ 76,148
  Cash received.............................................                           12,907
  Common stock issued.......................................                          (85,350)
                                                                                     --------
  Liabilities assumed.......................................                         $  3,705
                                                                                     ========
Liabilities assumed in connection with acquisition of
  HomeArts:
  Fair value of assets acquired.............................                         $  9,320
  Net cash paid.............................................                           (9,155)
                                                                                     --------
  Liabilities assumed.......................................                         $    165
                                                                                     ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       32
<PAGE>   33

                            WOMEN.COM NETWORKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- FORMATION AND BUSINESS

     Women.com Networks ("Women.com"), a California corporation was incorporated
in October 1992 as Wire Networks, Inc. Women.com provides women with original
content, personalized services, community and shopping on the Internet.

     Effective January 29, 1999, Women.com entered into a joint venture
agreement with Hearst HomeArts, Inc. ("HomeArts"), a subsidiary of The Hearst
Corporation.

     Concurrent with the joint venture agreement, Women.com and HomeArts entered
a roll-up agreement whereby prior to an initial public offering Women.com and
HomeArts would merge and Women.com Networks LLC would be rolled up in connection
with such merger and Women.com Networks, Inc., a Delaware corporation, would be
the surviving entity. This roll-up and merger were completed in August 1999. The
corporation is authorized to issue 195,000,000 shares of $.001 par value common
stock and 5,000,000 shares of $.001 par value preferred stock. All share and per
share data have been retroactively adjusted to reflect the roll-up.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of consolidation

     These consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated.

  Use of estimates

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

  Cash and cash equivalents

     Women.com considers all highly liquid investments with original or
remaining maturities at the date of purchase of three months or less to be cash
equivalents. The majority of Women.com's cash and cash equivalents are held in a
short-term investment portfolio.

  Fair value of financial instruments

     Carrying amounts of the Women.com's financial instruments including cash
and cash equivalents, accounts receivable, accounts payable and accrued
liabilities approximate fair value due to their short maturities.

  Property and equipment

     Property and equipment are stated at cost and depreciated on a
straight-line basis over an estimated useful life of three years. Leasehold
improvements are amortized on a straight-line basis over their estimated useful
lives or the term of the lease, whichever is shorter.

     Maintenance and repairs are charged to expense as incurred. When assets are
sold or retired, the cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is included in operations.

                                       33
<PAGE>   34
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  Intangible assets

     Intangible assets include advertising and viewership base, trade name,
assembled workforce and covenant not to compete. Goodwill and other intangible
assets are amortized on a straight-line basis over the estimated periods of
benefit, which range from two to five years.

  Impairment of long-lived assets

     Women.com evaluates the recoverability of long-lived assets in accordance
with Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of "
("SFAS No. 121"). SFAS No. 121 requires recognition of impairment of long-lived
assets in the event the net book value of such assets exceeds the future
undiscounted cash flows attributable to such assets.

  Revenue recognition

     Advertising revenues are derived principally from short-term advertising
contracts in which Women.com typically guarantees a minimum number of
impressions or pages to be delivered to users over a specified period of time
for a fixed fee. Advertising revenues are recognized ratably in the period in
which the advertising is displayed, provided that no significant obligations
remain. To the extent that minimum guaranteed page deliveries are not met,
Women.com defers recognition of the corresponding revenues until the guaranteed
page deliveries are achieved.

     To date, Women.com's revenues have been derived primarily from the sale of
advertising contracts, advertising sponsorships and production contracts.
Sponsorship revenues are derived principally from contracts ranging from two to
six years in which Women.com commits to provide sponsors enhanced promotional
opportunities beyond traditional banner advertising. Sponsorship agreements
typically include the delivery of impressions, exclusive relationships and the
design and development of co-branded sites designed to enhance the promotional
objective of the sponsor. Women.com recognizes sponsorship revenues as earned,
which is generally ratably over the contract period, provided that no
significant obligations remain. To the extent that committed obligations are not
met, Women.com defers recognition of the corresponding revenues until the
obligations are met.

     Sponsorship and advertising revenues were approximately 88%, 74% and 83% of
total revenues for the years ended December 31, 1997, 1998 and 1999.

     Advertising revenues include barter revenues, which are the exchange by
Women.com of advertising space on Women.com's web sites for reciprocal
advertising space on other web sites. Revenues from these barter transactions
are recorded as advertising revenues at the lower of the estimated fair value of
the advertisements received or delivered and are recognized when the
advertisements are run on Women.com's web sites. Barter expenses are recorded
when Women.com's advertisements are run on the reciprocal web sites, which is
typically in the same period as when advertisements are run on Women.com's web
sites. There was no barter revenue in 1997. Barter revenues represented 9% of
net revenues for the year ended December 31, 1998 and 1% of net revenues for the
year ended December 31, 1999.

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

                                       34
<PAGE>   35
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     The company launched a direct commerce initiative during November 1999.
Women.com recognizes direct commerce revenues at the end of the merchandise
return period. All revenues and direct costs related to this initiative have
been deferred as of December 31, 1999.

  Advertising

     Women.com expenses advertising costs as they are incurred. Advertising
expense for the years ended December 31, 1997, 1998 and 1999 was $1.6 million,
$4.0 million and $13.5 million , respectively.

  Income taxes

     Women.com accounts for income taxes using the liability method under which
deferred tax assets and liabilities are calculated using current tax laws and
rates in effect at the balance sheet date. A valuation allowance is recorded
when it is more likely than not that the net deferred tax asset will not be
recovered.

  Stock-based compensation

     Women.com accounts for its stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees." Women.com has elected to adopt the disclosure only
provisions of Statement of Financial Accounting Standards No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation," which also requires pro forma
disclosures in the financial statements as if the measurement provisions of SFAS
123 had been adopted. Under APB 25, compensation expense is based on the
difference, if any, on the date of the grant, between the deemed fair value of
Women.com's stock and exercise price. Stock options issued to non-employees have
been accounted for in accordance with SFAS 123 and valued using the
Black-Scholes model.

  Certain risks and concentrations

     The majority of Women.com's cash and cash equivalents as of December 31,
1999 are on deposit in a money market fund.

     Financial instruments which potentially subject Women.com to concentrations
of credit risk consist principally of trade accounts receivable.

     Women.com provides advertising to a variety of customers for placement on
its Web sites and generally does not require collateral. Although Women.com
maintains allowance for potential credit losses that it believes to be adequate,
a payment default on a significant sale could materially and adversely affect
its operating results and financial condition. At December 31, 1998, one
customer accounted for 10.6% of accounts receivable. No individual customer
accounted for 10% or more of accounts receivable at December 31, 1999. For
fiscal years 1997 and 1998, one individual customer accounted for approximately
13% and 21% of revenues, respectively. No individual customer accounted for 10%
or more of revenues in fiscal year 1999.

     Women.com operates in a single business segment which is characterized by
rapid technological advances, changes in customer requirements and evolving
regulatory requirements and industry standards. Any failure by Women.com to
anticipate or to respond adequately to technological changes in its industry,
changes in customer requirements or changes in regulatory requirements or
industry standards, could have a material adverse affect on Women.com's business
and operating results.

     Women.com relies on a number of third party suppliers for various services,
including web hosting, banner advertising, delivery software and Internet
traffic measurement software.

                                       35
<PAGE>   36
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  Net loss per share

     Basic net loss per share is computed by dividing the net loss attributable
to common stockholders for the period by the weighted average number of common
shares outstanding during the period. Diluted net loss per share is computed by
dividing the net loss for the period by the weighted average number of common
and common stock equivalent shares outstanding during the period. Common
equivalent shares, composed of common shares issuable upon the exercise of stock
options and warrants and upon conversion of mandatorily redeemable convertible
preferred stock, are included in the diluted net loss per share to the extent
such shares are dilutive.

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

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                      -------------------------------
                                                       1997        1998        1999
                                                      -------    --------    --------
<S>                                                   <C>        <C>         <C>
Numerator:
  Net loss..........................................  $(5,095)   $(13,045)   $(56,773)
  Accretion of mandatorily redeemable convertible
     preferred stock to redemption value............   (1,517)       (570)       (295)
                                                      -------    --------    --------
  Net loss attributable to common stockholders......  $(6,612)   $(13,615)   $(57,068)
                                                      =======    ========    ========
Denominator:
  Shares used in computing basicand diluted net loss
     per share......................................      722       1,294      27,062
                                                      =======    ========    ========
  Basic and diluted net loss per share attributable
     to common stockholders.........................  $ (9.15)   $ (10.52)   $  (2.11)
                                                      =======    ========    ========
Antidilutive securities including options, warrants,
  preferred stock and convertible units not included
  in net loss per share calculation.................   10,065      18,607       8,091
                                                      =======    ========    ========
</TABLE>

  Comprehensive income

     Effective January 1, 1998, Women.com adopted the provisions of SFAS No.
130, "Reporting Comprehensive Income." This statement requires companies to
classify items of other comprehensive income by their components in the
financial statements and display the accumulated balance of other comprehensive
income separately from retained earnings in the equity section of a statement of
financial position. To date, Women.com has not had any transactions that are
required to be reported as comprehensive income.

  Recent accounting pronouncements

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

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 or SAB 101, Revenue Recognition in Financial
Statements, which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the Commission. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to

                                       36
<PAGE>   37
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

revenue recognition policies. Women.com believes that the impact of SAB 101 will
not have a material effect on its financial position or results of operations.

NOTE 3 -- ACQUISITIONS

     Effective April 2, 1998, Women.com acquired substantially all the assets of
Wild Wild Web, Inc., which developed the Web site known as StorkSite. The
acquisition has been accounted for using the purchase method of accounting and
accordingly, the purchase price has been allocated to the tangible and
intangible assets acquired and liabilities assumed on the basis of their
respective fair values on the acquisition date. The fair value of net assets
acquired was determined by an independent appraiser. The allocation of the
purchase price is summarized below (in thousands):

<TABLE>
<S>                                                           <C>
Intangibles.................................................  $1,516
Goodwill....................................................     506
Property and equipment......................................      16
Net current liabilities assumed.............................    (253)
                                                              ------
          Total purchase price..............................  $1,785
                                                              ======
</TABLE>

     Intangibles include advertising and viewership base, trade name, assembled
workforce and a covenant not to compete. The excess of the purchase price over
the fair value of the net tangible and identifiable intangible assets acquired
has been recorded as goodwill.

     Effective January 29, 1999, Women.com Networks and HomeArts entered into a
joint venture agreement as described in Note 1. Under the terms of the
agreement, Women.com Networks and HomeArts contributed their businesses to
Women.com Networks LLC. Under the terms of the agreement Women.com Networks and
HomeArts each have fifty percent voting interest, except that Women.com Networks
had the sole authority to initiate an initial public offering. In addition,
senior-management of the joint venture is comprised solely of Women.com Networks
management. Given these facts and that Women.com, on a fully diluted basis owned
53.6% of Women.com Networks LLC, Women.com was determined to be the accounting
acquirer pursuant to Staff Accounting Bulletin Topic 2-A2.

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

     The acquisition has been structured as a tax free exchange of stock,
therefore, the differences between the recognized fair values of the acquired
assets, including tangible assets and their historical tax bases are not
deductible for tax purposes. Women.com Networks LLC elected to be taxed as a
partnership beginning with the formation of the joint venture and until
Women.com Networks LLC was rolled up into Women.com Networks, Inc. in connection
with an initial public offering. As a consequence, for this period the federal
and state tax effects of the tax losses will be recorded by the members of the
joint venture in their respective income tax returns.

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

<TABLE>
<S>                                                           <C>
Intangibles.................................................  $14,078
Goodwill....................................................   49,470
Prepaid advertising.........................................    5,680
Property and equipment......................................    2,044
Net current assets..........................................   15,166
                                                              -------
          Total purchase price..............................  $86,438
                                                              =======
</TABLE>

                                       37
<PAGE>   38
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

     On December 10, 1999, Women.com acquired substantially all of the assets of
World Gaming Corporation, a Pennsylvania corporation for approximately $9.4
million in cash. The transaction was accounted for using the purchase method of
accounting and accordingly, the purchase price was allocated to the assets
acquired and liabilities assumed based on their fair market values at the date
of acquisition, as follows (in thousands):

<TABLE>
<S>                                                           <C>
Intangible asset -- viewership base.........................  $3,834
Goodwill....................................................   5,001
Net assets..................................................     580
                                                              ------
          Total purchase price..............................  $9,415
                                                              ======
</TABLE>

     The excess of the purchase price over the fair value of the net tangible
and identifiable intangible assets acquired has been recorded as goodwill. The
intangibles and goodwill are being amortized on a straight-line basis over a
period of three years.

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

<TABLE>
<CAPTION>
                                                      YEAR ENDED      YEAR ENDED
                                                     DECEMBER 31,    DECEMBER 31,
                                                         1998            1999
                                                     ------------    ------------
<S>                                                  <C>             <C>
Net revenues.......................................    $ 11,683        $ 32,597
Loss from operations...............................     (54,207)        (64,852)
Net loss attributable to common stockholders.......     (54,242)        (63,737)
Pro forma basic and diluted net loss per share.....    $  (1.85)       $  (1.83)
</TABLE>

                                       38
<PAGE>   39
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- BALANCE SHEET COMPONENTS (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                               1998       1999
                                                              ------    --------
<S>                                                           <C>       <C>
Prepaid and other current assets
  Prepaid advertising.......................................  $   --    $  3,000
  Other prepaid expenses and current assets.................     526       1,082
                                                              ------    --------
                                                              $  526    $  4,082
                                                              ======    ========
Property and equipment, net
  Computer equipment and software...........................  $1,688    $  9,248
  Furniture and fixtures....................................     195         969
  Leasehold improvements....................................      32       1,188
                                                              ------    --------
                                                               1,915      11,405
  Less accumulated depreciation and amortization............    (654)     (2,336)
                                                              ------    --------
                                                              $1,261    $  9,069
                                                              ======    ========
Intangible assets
  Advertising and viewership base...........................  $1,138    $ 17,515
  Assembled workforce.......................................     100       1,872
  Covenant not to compete...................................      66          66
  Goodwill..................................................     506      54,985
  Tradename.................................................     212         212
                                                              ------    --------
                                                               2,022      74,650
  Less accumulated amortization.............................    (517)    (20,999)
                                                              ------    --------
                                                              $1,505    $ 53,651
                                                              ======    ========
Other assets
  Prepaid advertising.......................................      --         567
  Other assets..............................................      93         153
                                                              ------    --------
                                                              $   93    $    720
                                                              ======    ========
</TABLE>

     Equipment under capital lease obligations totaled $250,580 with accumulated
amortization of $250,580 as of December 31, 1999 and 1998.

NOTE 5 -- CAPITAL LEASE OBLIGATION AND NOTE PAYABLE

     Women.com has acquired equipment under a capital lease agreement. At
December 31, 1998, there are no additional amounts available under the agreement
for capital lease financing. All remaining payments under the capital lease
agreement were made in 1999 and there is no further obligation under the
agreement.

     In April 1998, Women.com entered into a loan agreement to borrow the lesser
of $3 million or 80% of eligible receivables with a bank, bearing interest at
prime plus 0.5% and is collateralized by substantially all of Women.com's
assets. The balance outstanding at December 31, 1998 of $348,000 was paid in
full in 1999.

NOTE 6 -- DEFERRED REVENUE

     In connection with the issuance of Women.com's Series C preferred stock in
July and August 1997, Women.com entered into investment agreements with two
stockholders. Under the terms of the agreements, Women.com's right to retain
$1,500,000 and $1,250,000 in proceeds from each of the two stockholders,
respectively, is contingent upon Women.com's development of web sites in
accordance with the timetable and requirements set forth in the agreements. In
the event of discontinuation of the projects, the unused portion

                                       39
<PAGE>   40
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

may be returned or allocated for use on another project. Women.com has deferred
the $1,500,000 and $1,250,000 and is recognizing revenues in accordance with
development efforts. As of December 31, 1998 and December 31, 1999, Women.com
has recognized approximately $1,987,000 and $2,750,000 of revenues,
respectively, related to these agreements.

NOTE 7 -- COMMITMENTS AND CONTINGENCIES

     Women.com leases its offices under noncancelable operating leases which
expire through 2009. Women.com is committed to pay a portion of the building's
operating expenses as determined under the agreements.

     At December 31, 1999, future minimum lease payments are as follows (in
thousands):

<TABLE>
<S>                                                           <C>
2000........................................................  $  3,108
2001........................................................     3,113
2002........................................................     3,201
2003........................................................     1,792
2004........................................................     1,349
Thereafter..................................................     7,450
                                                              --------
                                                              $ 20,013
                                                              ========
</TABLE>

     Rent expense was $304,534 $603,702 and $1,415,000 for the years ended
December 31, 1997, 1998 and 1999.

  Letter of credit

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

     The cash deposit collateralizing the letter of credit is reflected as
restricted cash as of December 31, 1999.

  Advertising

     In 1998 and 1999, Women.com entered into certain non-cancelable on-line
distribution agreements. At December 31, 1999, $1.7 million of minimum payments
are due in 2000.

  Royalties

     In connection with the acquisition of HomeArts in 1999 (See Note 3),
Women.com agreed to pay Hearst a royalty on the net advertising revenues
generated from the Hearst magazine sites on the Women.com network or from
proprietary Hearst content, until such time as Hearst has recouped the
cumulative production costs incurred in the ongoing production of the Hearst
magazine sites. The minimum aggregate royalty payable under this agreement is $6
million with a maximum amount payable in any year of $5 million. Thereafter, a
royalty shall be payable, calculated as a percentage of the net advertising
revenues dependent on the gross revenues generated. For the year ended December
31, 1999, Women.com recorded a $404,000 royalty to Hearst. As of December 31,
1999 the future minimum aggregate royalty payable under this agreement is $5.6
million.

                                       40
<PAGE>   41
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  Litigation

     From time to time, the Company may be involved in litigation arising out of
claims in the normal course of business. Based upon the information presently
available, including discussion with outside legal counsel, management believes
that there are no claims or actions pending or threatened against the Company,
the ultimate resolution of which will have a material adverse effect on the
Company's financial position, liquidity or results of operations.

NOTE 8 -- MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

     All mandatorily redeemable convertible preferred stock was converted into
common stock in August 1999 upon the consummation of the merger and roll-up of
Women.com Networks LLC.

  Convertible Preferred Stock Warrants

     In 1994, in conjunction with a capital lease agreement, Women.com issued
fully exercisable nontransferable warrants to purchase 22,222 shares of its
Series A preferred stock at a price of $1.35 per share. The warrants expire
December 2004. The fair value of these warrants is not material to the financial
statements.

     In 1997, in conjunction with the issuance of Series C preferred stock,
Women.com issued fully exercisable nontransferable warrants to purchase
1,331,498 shares of Series C preferred stock at a price of $3.04 per share and
443,832 shares of Series C preferred stock at a price of $3.95 per share.
Warrants for 887,665 shares expire in August 2000 and warrants for 887,665
shares expire in October 2000 and have been valued, in aggregate, at $500,000
using the Black-Scholes option pricing model.

     In 1998, in conjunction with a financing arrangement, Women.com issued to
Imperial Bank fully exercisable warrants to purchase 8,224 shares of Series D
preferred stock at an exercise price of $3.29 per share. The warrants expire
April 9, 2003. Women.com valued the warrant using the Black-Scholes option
pricing model. The fair value was recorded as a discount to the amount borrowed
and is being amortized to interest expense.

     All warrants to acquire convertible preferred stock were converted into
warrants to acquire common stock in August 1999 upon the consummation of the
merger and roll-up of Women.com Networks LLC.

     The warrants issued to Imperial Bank in 1998 were net exercised in the year
ended December 31, 1999 for 6,887 shares of common stock.

NOTE 9 -- STOCKHOLDERS' EQUITY

  Common Stock

     Each share of common stock has the right to one vote. The holders of common
stock are also entitled to receive dividends whenever funds are legally
available and when declared by the Board of Directors, subject to the prior
rights of holders of all classes of stock at the time outstanding having
priority rights as to dividends.

     At December 31, 1999, the Company had reserved shares of common stock for
future issuance as follows (in thousands):

<TABLE>
<S>                                                           <C>
Warrants....................................................  1,798
Stock option plan...........................................  7,737
                                                              -----
                                                              9,535
                                                              =====
</TABLE>

                                       41
<PAGE>   42
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  Common Stock Warrants

     In February 1996, in conjunction with a facility lease agreement, Women.com
issued fully exercisable and transferable warrants to purchase 21,357 shares of
common stock at a price of $0.13 per share. These warrants, which were granted
at the fair market value of the common stock at the date of grant as determined
by the Board of Directors, expire on February 15, 2006. The fair value of these
warrants is not material to the financial statements.

     In connection with its Series C preferred stock offering, Women.com issued
warrants to an investment banker to purchase up to 89,167 shares of Women.com's
common stock, at an exercise price of $3.00 per share. These warrants are fully
exercisable for a period of five years expiring in July and August 2002 or upon
an initial public offering. The fair value of these warrants is not material to
the financial statements.

     In connection with its Series D preferred stock offering, Women.com issued
to an investment banker warrants to purchase up to 150,703 shares of Women.com's
common stock, at an exercise price of $3.95 per share. These warrants are fully
exercisable and expire at the earlier of July 2003 or upon an initial public
offering. Women.com valued the warrants using the Black-Scholes option pricing
model. The fair value was recorded as issuance costs. Warrant activity is as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                WARRANTS OUTSTANDING
                                                            ----------------------------
                                                                      EXERCISE
                                                            SHARES     PRICE      AMOUNT
                                                            ------    --------    ------
<S>                                                         <C>       <C>         <C>
Balance, December 31, 1996................................     21                 $    3
  Warrants granted........................................     89      $3.00         267
                                                            -----                 ------
  Balance, December 31, 1997..............................    110                    270
  Warrants granted........................................    151      $3.95         596
                                                            -----                 ------
Balance, December 31, 1998................................    261                    866
  Warrants exercised......................................    (21)     $ .13          (3)
  Conversion of preferred stock warrants..................  1,798      $3.24       5,831
  Warrants, net exercised.................................   (240)     $3.60        (863)
                                                            -----                 ------
Balance, December 31, 1999................................  1,798                 $5,831
                                                            =====                 ======
</TABLE>

NOTE 10 -- EMPLOYEE BENEFIT PLANS

  401(k) Savings Plan

     Women.com's 401(k) savings plan (the "401(k) Plan") is a defined
contribution retirement plan intended to qualify under Section 401(a) and 401(k)
of the Internal Revenue Code. All full-time employees of Women.com are eligible
to participate in the 401(k) Plan pursuant to the terms of the Plan.
Contributions by Women.com are discretionary and no contributions have been made
by Women.com for the years ended December 31, 1997, 1998 and 1999.

  Stock Option Plan

     Under Women.com's 1994 Stock Option Plan and 1998 Equity Incentive Plan,
shares of Women.com's common stock have been reserved for the grant of stock
purchase rights and stock options to employees, directors, or consultants under
terms and provisions established by the Board of Directors. Under the terms of
the Plans, incentive options may be granted to employees, and nonstatutory
options and stock purchase rights may be granted to employees and consultants at
prices no less than 100% and 85%, respectively, of the fair market value of
Women.com's common stock at the date of grant, as determined by the Board of
Directors. The options vest at a rate of 25% or 20% per year over a period of
four or five years and expire ten years after

                                       42
<PAGE>   43
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

the date of grant. In addition, under the 1994 Stock Option Plan, Women.com has
a repurchase right for shares exercised when an employee ceases to be employed
by Women.com.

     The following table summarizes activity under the Plans (in thousands,
except per share amounts):

<TABLE>
<CAPTION>
                                                                         OPTIONS OUTSTANDING
                                                                   --------------------------------
                                                                                WEIGHTED
                                                     SHARES                     AVERAGE
                                                  AVAILABLE FOR    NUMBER OF    EXERCISE
                                                      GRANT         SHARES       PRICE      AMOUNT
                                                  -------------    ---------    --------    -------
<S>                                               <C>              <C>          <C>         <C>
Balance, December 31, 1996......................        155            706       $ .18      $   117
  Additional shares reserved....................      1,100             --                       --
  Options granted...............................       (682)           682         .37          254
  Options canceled..............................         77            (77)        .15          (12)
  Options exercised.............................         --            (45)        .13           (6)
                                                     ------          -----                  -------
Balance, December 31, 1997......................        650          1,266         .28          353
  Additional shares reserved....................      1,850             --                       --
  Options granted...............................     (2,111)         2,111        1.65        3,493
  Options canceled..............................        202           (202)        .37          (75)
  Options exercised.............................         --            (73)        .20          (15)
                                                     ------          -----                  -------
Balance, December 31, 1998......................        591          3,102        1.21        3,756
  Additional shares reserved....................      5,000             --                       --
  Restricted stock grant........................        (79)            --                       --
  Options granted...............................     (4,603)         4,603        9.58       44,091
  Options canceled..............................        536           (536)       4.24       (2,273)
  Options exercised.............................         --           (877)        .53         (462)
                                                     ------          -----                  -------
Balance, December 31, 1999......................      1,445          6,292       $7.17      $45,112
                                                     ======          =====                  =======
</TABLE>

<TABLE>
<CAPTION>
                                                             OPTIONS EXERCISABLE AT
                 OPTIONS OUTSTANDING AT DECEMBER 31, 1999      DECEMBER 31, 1999
                 -----------------------------------------   ----------------------
                                   WEIGHTED
                                   AVERAGE       WEIGHTED                  WEIGHTED
                                  REMAINING       AVERAGE                  AVERAGE
                    NUMBER       CONTRACTUAL     EXERCISE      NUMBER      EXERCISE
EXERCISE PRICE   OUTSTANDING    LIFE IN YEARS      PRICE     EXERCISABLE    PRICE
---------------  ------------   --------------   ---------   -----------   --------
<S>              <C>            <C>              <C>         <C>           <C>
$  .13 -    .30       285            6.55         $  .24         127        $ .23
$  .60 -    .80       446            8.02            .76         162          .78
$ 1.25 -   2.75     1,377            8.74           2.07         392         1.89
$ 5.30 -   5.55     1,290            9.21           5.51          --           --
$ 5.80 -   6.10       684            9.40           6.06          --           --
$10.00 - $11.00     1,100            9.67          10.06          --           --
$17.62              1,110            9.88          17.62          --           --
                    -----                                       ----
                    6,292                                        681        $1.32
                    =====                                       ====
</TABLE>

     At December 31, 1997 and 1998, 274,521 and 567,000 shares, respectively,
were exercisable at a weighted average price of $.17 and $.27, respectively.

  Fair value disclosures

     Women.com has adopted the disclosure only provisions of Statement of
Financial Accounting Standards No. 123 (SFAS No. 123), "Accounting for
Stock-Based Compensation." Women.com, however, continues to

                                       43
<PAGE>   44
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

apply APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its plans.

     The fair value of each option grant is estimated on the date of grant using
the minimum value method with the following weighted average assumptions used
for grants:

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                      ---------------------------------
                                                       1997       1998         1999
                                                      -------    -------    -----------
<S>                                                   <C>        <C>        <C>
Risk-free interest rate.............................     5.84%      5.00%   4.8% - 6.17%
Expected life.......................................  5 years    5 years        5 years
Dividend yield......................................       --         --             --
Volatility..........................................       --         --             96%
</TABLE>

     The weighted average fair value of options granted in 1997, 1998 and 1999
are $0.37, $3.11 and $5.67 respectively.

     For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options's vesting period. Women.com's
pro forma information follows:

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                      -------------------------------
                                                       1997        1998        1999
                                                      -------    --------    --------
<S>                                                   <C>        <C>         <C>
Net loss attributable to common stockholders........  $(6,612)   $(13,615)   $(57,068)
                                                      =======    ========    ========
Net loss -- FAS 123 adjusted........................  $(6,627)   $(13,862)   $(62,020)
                                                      =======    ========    ========
Net loss per share-as reported (Note 2) Basic and
  diluted...........................................  $ (9.15)   $ (10.52)   $  (2.11)
                                                      =======    ========    ========
Net loss per share -- FAS 123 adjusted Basic and
  diluted...........................................  $ (9.18)   $ (10.71)   $  (2.29)
                                                      =======    ========    ========
</TABLE>

     The effects of applying SFAS No. 123 in this pro forma disclosure may not
be indicative of future amounts. Additional awards in future years are
anticipated.

  Stock-based compensation

     In connection with certain stock option grants during the year ended
December 31, 1998, Women.com recorded stock-based compensation totaling $3.1
million, which is being amortized in accordance with FASB Interpretation No. 28
over the vesting periods of the related options, which is generally four years.
Stock-based compensation amortization recognized during the year ended December
31, 1998 totaled $1,170,000. An additional $4,067,00 of unearned stock-based
compensation was recorded for the year ended December 31, 1999. Amortization of
the total stock-based compensation for the year ended December 31, 1999 totaled
$2,987,000. If the stock-based compensation for the years ended December 31,
1998 and 1999 had been allocated across the relevant functional expense
categories within operating expenses, it would be allocated as follows (in
thousands):

<TABLE>
<CAPTION>
                                                              1998      1999
                                                             ------    ------
<S>                                                          <C>       <C>
Production, product and technology.........................  $  396    $1,314
Sales and marketing........................................     220       682
General and administrative.................................     554       993
                                                             ------    ------
                                                             $1,170    $2,989
                                                             ======    ======
</TABLE>

                                       44
<PAGE>   45
                            WOMEN.COM NETWORKS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11 -- INCOME TAXES

     The components of the net deferred tax asset as of December 31, 1997, 1998
and 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                        1997       1998        1999
                                                       -------    -------    --------
<S>                                                    <C>        <C>        <C>
Net operating loss carryforwards.....................  $ 2,844    $ 7,034    $ 14,271
Other................................................      654        789       2,056
                                                       -------    -------    --------
                                                         3,498      7,823      16,777
Less valuation allowance.............................   (3,498)    (7,823)    (16,777)
                                                       -------    -------    --------
          Net deferred tax asset.....................  $    --    $    --    $     --
                                                       =======    =======    ========
</TABLE>

     Women.com has established a valuation allowance to the extent of its
deferred tax asset due to the uncertainty that the benefit may not be realized
in the future.

     At December 31, 1999, Women.com had federal and state net operating loss
carryforwards of approximately $39.9 million and $20.0 million, respectively,
available to offset future regular and alternative minimum taxable income.
Women.com's federal net operating loss carryforwards will begin to expire in the
year 2011. For state tax purposes, the net operating loss carryforwards will
begin to expire in the year 2004.

     The Tax Reform Act of 1986 limits the use of net operating loss and tax
credit carryforwards in certain situations where changes occur in the stock
ownership of a company. Women.com may have had an ownership change which may
limit the utilization of these carryforwards.

NOTE 12 -- RELATED PARTIES

     In 1998, Women.com issued for cash 911,855 shares of Series D preferred
stock to a customer. Total revenues from this customer in 1998 were $167,000.
Receivable due from this customer at December 31, 1998 was zero $125,000.

     In 1998, Women.com issued 33,000 shares of Series D preferred stock to an
officer of Women.com's recruiting service provider, who had been granted 41,119
shares of Series C preferred stock. Total expense incurred for this party in
1998 was $133,000. Payable due to the officer at December 31, 1998 was $17,000.

NOTE 13 -- SUBSEQUENT EVENTS

     In February 2000, Women.com acquired 1,142,857 shares of Series H preferred
stock of Medical Self Care, Inc. for approximately $4.0 million in cash. This
investment will be accounted for using the cost method.

     In February 14, 2000, Women.com acquired EZSharing.com, Inc. for
consideration of $2.0 million in cash and 715,213 shares of common stock. This
investment will be accounted for using the purchase acquisition method.

                                       45
<PAGE>   46

(b) Reports on Form 8-K

     A report on Form 8-K was filed on December 23, 1999 relating to the
Company's acquisition of World Gaming Corporation.

(c) Exhibits

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

                                       46
<PAGE>   47

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

---------------
 * Incorporated by reference to the exhibit to the Registration Statement on
   Form S-1 (No. 333-78363).

** Incorporated by reference to the exhibit to the Registrants Report on Form
   10-Q for the quarter ended September 30, 1999.

 + Confidential treatment has been granted by the SEC on portions of this
   Exhibit.

                                       47
<PAGE>   48

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Mateo, State of California, on March 24, 2000.

                                          WOMEN.COM NETWORKS, INC.

                                          By:     /s/ MARLEEN MCDANIEL
                                            ------------------------------------
                                                      Marleen McDaniel
                                            Chairperson, Chief Executive Officer
                                                        and President

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENT, that the persons whose signatures appear
below each severally constitutes and appoints Marleen McDaniel and Michael
Perry, and each of them, as true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for them in their name, place
and stead, in any and all capacities, to sign any and all amendments to this
Report and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do, or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
                     SIGNATURE                                    TITLE                    DATE
                     ---------                                    -----                    ----
<S>                                                  <C>                              <C>
               /s/ MARLEEN MCDANIEL                   Chairperson, Chief Executive    March 24, 2000
---------------------------------------------------       Officer and President
                 Marleen McDaniel                     (Principal Executive Officer)

                 /s/ MICHAEL PERRY                       Chief Financial Officer      March 24, 2000
---------------------------------------------------     (Principal Financial and
                   Michael Perry                           Accounting Officer)

               /s/ NATALIE EGLESTON                             Director              March 24, 2000
---------------------------------------------------
                 Natalie Egleston

                 /s/ BARRY WEINMAN                              Director              March 24, 2000
---------------------------------------------------
                   Barry Weinman

                /s/ WILLIAM MILLER                              Director              March 24, 2000
---------------------------------------------------
                  William Miller

                /s/ CATHLEEN BLACK                              Director              March 24, 2000
---------------------------------------------------
                  Cathleen Black
</TABLE>

                                       48
<PAGE>   49

<TABLE>
<CAPTION>
                     SIGNATURE                                    TITLE                    DATE
                     ---------                                    -----                    ----
<S>                                                  <C>                              <C>
                 /s/ ALFRED SIKES                               Director              March 24, 2000
---------------------------------------------------
                   Alfred Sikes

               /s/ NANCY LINDEMEYER                             Director              March 24, 2000
---------------------------------------------------
                 Nancy Lindemeyer

                  /s/ MARK MILLER                               Director              March 24, 2000
---------------------------------------------------
                    Mark Miller

                /s/ DAVID GALLOWAY                              Director              March 24, 2000
---------------------------------------------------
                  David Galloway

                  /s/ JAMES ASHER                               Director              March 24, 2000
---------------------------------------------------
                    James Asher
</TABLE>

                                       49
<PAGE>   50

       REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Women.com Networks, Inc.

     Our audits of the consolidated financial statements referred to in our
report dated January 25, 2000 appearing in the 1999 Annual Report to
Shareholders of Women.com Networks, Inc. as of December 31, 1998 and 1999, and
for each of the three years in the period ended December 31, 1999, also included
an audit of the financial statement schedule listed in Item 14(a) (2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PRICEWATERHOUSECOOPERS LLP

San Jose, California
January 25, 2000

                                       S-1
<PAGE>   51

                                                                  SCHEDULE II(a)

                            WOMEN.COM NETWORKS, INC.

                       VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                BALANCE AT
                                                BEGINNING      ADDITIONS                    BALANCE AT
                                                 OF YEAR      (REDUCTIONS)    WRITE-OFFS    END OF YEAR
                                                ----------    ------------    ----------    -----------
<S>                                             <C>           <C>             <C>           <C>
Allowance for doubtful accounts:
  Year ended December 31, 1997................    $   --        $    47          $--          $    47
  Year ended December 31, 1998................        47            248           --              295
  Year ended December 31, 1999................       295             77           19              353
Valuation allowance for deferred tax assets:
  Year ended December 31, 1997................     1,595          1,903           --            3,498
  Year ended December 31, 1998................     3,498          4,325           --            7,823
  Year ended December 31, 1999................     7,823         13,441           --           21,264
</TABLE>

                                       S-2
<PAGE>   52

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                      DESCRIPTION OF EXHIBIT
-------                     ----------------------
<S>      <C>
 3.1**   Restated Certificate of Incorporation of the Registrant
 3.2**   Amended and Restated Bylaws of the Registrant
 4.1     Reference is made to Exhibits 3.1 and 3.2 hereof
 4.2*    Specimen Certificate for Registrant's common stock
 4.3*    Amended and Restated Investors' Rights Agreement, dated May
         7, 1999, by and among the Registrant, Marleen McDaniel,
         Ellen Pack, certain holders of the Registrant's common stock
         and certain holders of warrants to purchase the Registrant's
         common stock
 4.4*    Investor Rights Agreement, dated July 9, 1999. between the
         Registrant and Torstar Corporation
 4.5*    Investor Rights Agreement, dated July 9, 1999, between the
         Registrant and The Walt Disney Company
10.1.1*  Amended and Restated 1998 Equity Incentive Plan
10.1.2*  Employee Stock Purchase Plan
10.1.3*  Amended and Restated 1994 Stock Option Plan
10.2*    Magazine Content License and Hosting Agreement by and
         between the Registrant and Hearst Communications, Inc.,
         dated January 27, 1999
10.4*    Investment agreement by and between the Registrant and
         MediaOne Interactive Services, Inc. (formerly known as US
         West Interactive Services, Inc.), dated July 7, 1997, as
         amended on April 7, 1998
10.5*    Executive Employment Agreement by and between the Registrant
         and Marleen McDaniel, dated January 29, 1999
10.6+*   Investment Agreement by and between the Registrant and
         Rodale Press, Inc., dated January 27, 1999
10.7*    Letter Agreement by and between the Registrant and Rodale
         Press, Inc., dated January 27, 1999
10.8+*   Website Agreement by and between the Registrant and Rodale
         Press, Inc., dated May 2, 1997
10.11*   Lease Agreement, dated November 7, 1994, and Addendum
         thereto dated November 8, 1994, by and between the
         Registrant and Golden Century Investment Company
10.12*   Amendment No. 1 to the Master Lease Agreement, dated
         December 1, 1994, by and between the Registrant and Golden
         Century Investment Company
10.13*   First Amendment to Lease Agreement, dated July 27, 1997, by
         and between the Registrant and Carramerica Realty
         Corporation (the successor in interest to Golden Century
         Investment Company)
10.14*   Second Amendment to Lease Agreement, dated August 31, 1997,
         by and between the Registrant and Carramerica Realty
         Corporation
10.15*   Third Amendment to Lease Agreement, dated October 27, 1998,
         by and between the Registrant and Carramerica Realty
         Corporation
10.19*   Series D Preferred Stock Purchase Agreement by and among the
         Registrant and the purchasers of Series D Preferred Stock,
         dated June 5, 1998
10.20*   Series E Preferred Stock Purchase Agreement by and among the
         Registrant and the purchasers of Series E Preferred Stock,
         dated May 7, 1999
10.22*   Agreement of Merger and Purchase, by and among Hearst
         Communications, Inc., Astronet, Inc., Hearst New Media, LLC
         and certain shareholders and option holders of Astronet,
         Inc. dated December 23, 1998
</TABLE>
<PAGE>   53

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                      DESCRIPTION OF EXHIBIT
-------                     ----------------------
<S>      <C>
10.24*   Asset Purchase Agreement by and among the Registrant, Wild
         Wild Web, Inc., Raymond B. Kropp and Victoria P. Kropp dated
         April 2, 1998
10.25*   Fourth Amendment to Lease Agreement by and between the
         Registrant and Carramerica Realty Corporation dated March
         24, 1999
10.26*   Stock Purchase Agreement by and between the Registrant and
         Hearst Communications, Inc., dated July 9, 1999
10.27+*  Letter Agreement by and among the Registrant, Torstar
         Corporation and Harlequin Enterprise Limited, dated June 25,
         1999
10.28*   Amendment No. 1 to Letter Agreement by and among the
         Registrant, Torstar Corporation and Harlequin Enterprise
         Limited, dated July 9, 1999
10.29*   Stock Purchase Agreement by and among the Registrant and
         Torstar Corporation, dated July 9, 1999
10.31*   Amendment No. 1 to Stock Purchase Agreement by and between
         the Registrant and Hearst Communications, Inc., dated
         September 7, 1999
10.32*   Amendment No. 1 to Stock Purchase Agreement by and between
         the Registrant and Torstar Corporation, dated September 3,
         1999
10.33*   Form of Stock Purchase Agreement by and between the
         Registrant and Hearst Communications, Inc.
10.34*   Warrant Agreement by and between Women.com Networks and HC
         Crown Corp., dated August 19, 1997
10.35*   Fifth Amendment to Lease Agreement, dated May 25, 1999, by
         and between the Registrant and Carramerica Realty
         Corporation
10.36*   Agreement of Lease between the Registrant and Polestar Fifth
         Property Associates LLC, dated July 31, 1999
23.1     Consent of Independent Accountants
27.1     Financial Data Schedule
</TABLE>

---------------
 * Incorporated by reference to the exhibit to the Registration Statement on
   Form S-1 (No. 333-78363).

** Incorporated by reference to the exhibit to the Registrants Report on Form
   10-Q for the quarter ended September 30, 1999.

 + Confidential treatment has been granted by the SEC on portions of this
   Exhibit.