##### Table of Contents



---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---



FORM 10-Q



---



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

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

0-24339
(Commission File Number)



---



INKTOMI CORPORATION(Exact name of Registrant as specified in its charter)



---



|                                  |  |                                                
|--------------------------------- |  | -----------------------------------------------
|Delaware
(State of Incorporation) |  | 94-3238130
(I.R.S. Employer Identification No.)

4100 East Third Avenue
Foster City, California 94404
(Address of principal executive offices)

(650) 653-2800(Registrants telephone number, including area
code)



---



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [   ]

The number of shares outstanding of the Registrants Common Stock, $0.001
par value, as of January 31, 2002 was 143,451,747.



---

---





---

TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION   
|                              | Item 1. Legal Proceedings.                                                                   
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                    
|EXHIBIT INDEX                



---



##### Table of Contents



INKTOMI CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

TABLE OF CONTENTS

|        |  |                        |  |                                                                                                           |  |    |  |     
|------- |  | ---------------------- |  | --------------------------------------------------------------------------------------------------------- |  | -- |  | ----
|        |  |                        |  |                                                                                                           |  |    |  | Page
|        |  |                        |  |                                                                                                           |  |    |  |     
|Part I  |  | Financial Information: |  |                                                                                                           |  |   
|        |  | Item 1.                |  | Financial Statements (Unaudited)                                                                          |  |    |  |     
|        |  |                        |  | a)  Condensed Consolidated Statements of Operations for the three
months ended December 31, 2001 and 2000 |  |    |  | 3   
|        |  |                        |  | b)  Condensed Consolidated Balance Sheets as of December 31, 2001
and September 30, 2001                  |  |    |  | 4   
|        |  |                        |  | c)  Condensed Consolidated Statements of Cash Flows for
the three months ended December 31, 2001 and 2000 |  |    |  | 5   
|        |  |                        |  | d) Notes to Condensed Consolidated Financial Statements                                                   |  |    |  | 6   
|        |  | Item 2.                |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                     |  |    |  | 12  
|        |  | Item 3.                |  | Quantitative and Qualitative Disclosures About Market Risk                                                |  |    |  | 24  
|Part II |  | Other Information:     |  |                                                                                                           |  |   
|        |  | Item 1.                |  | Legal Proceedings                                                                                         |  |    |  | 25  
|        |  | Item 6.                |  | Exhibits and Reports on Form 8-K                                                                          |  |    |  | 25  
|        |  | Signature              |  |                                                                                                           |  | 28

This report on Form 10-Q and other oral and written statements made by the
Company to the public contain and incorporate forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934. When used in this report, the words
anticipate, believe, expect, intend, may, will and similar
expressions identify forward-looking statements. Forward-looking statements in
this report include, but are not limited to, those relating to the general
direction of our business; our ability to successfully penetrate the enterprise
market; our ability to develop and deliver more point applications; our ability
to continue to support the service provider market; our success generating
sales through our OEM partners; our ability to introduce new products and
services and enhance existing products and services to meet customer needs; our
expected expenses and our cash reserves for future periods; our ability to improve our sales and
distribution capabilities; our focus on both domestic and international
markets; our ability to develop and maintain productive relationships with
providers of leading network technologies; the possibility
of acquiring complementary businesses, products, services and technologies; and
the conditions of markets that impact our business. Although we believe our
plans, intentions and expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these plans,
intentions or expectations will be achieved. Actual results, performance or
achievements could differ materially from those contemplated, expressed or
implied by the forward-looking statements contained in this report. Important
factors that could cause actual results to differ materially from our
forward-looking statements are set forth in this report under the headings
Factors Affecting Operating Results, Managements Discussion and Analysis of
Financial Condition and Results of Operations and in other reports filed with
the Securities and Exchange Commission. These factors are not intended to
represent a complete list of the general or specific factors that may affect
us. Other factors, including general economic factors and business strategies,
may be significant, presently or in the future, and the factors set forth in
this report may affect us to a greater extent than indicated. You should not
rely on these forward-looking statements, which reflect our position as of the
date of this report. We do not assume any obligation to revise forward-looking
statements.

2



---



##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




INKTOMI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per share amounts)


|                                                                                 |                                               |                          |         |                            |        |      |         |        |         | 
|-------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------ | ------- | -------------------------- | ------ | ---- | ------- | ------ | ------- | 
|                                                                                 |                                               |                          |         | For the Three Months Ended
|                                                                                 |                                               |                          |         | December 31,              
|                                                                                 |                                               |                          |         |                           
|                                                                                 |                                               |                          |         | 2001                       |        | 2000
|                                                                                 |                                               |                          |         |                            |        |     
|                                                                                 |                                               |                          |         | (Unaudited)               
|Revenues                                                                        
|                                                                                 | Licenses                                      |                          | $       | 21,059                     |        |      | $       | 51,223 |        
|                                                                                 | Services                                      |                          |         | 7,297                      |        |      |         | 14,326 |        
|                                                                                 | Web search services                           |                          |         | 11,663                     |        |      |         | 14,955 |        
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|                                                                                 |                                               | Total revenues           |         |                            | 40,019 |      |         |        | 80,504  | 
|Cost of revenues                                                                
|                                                                                 | Licenses                                      |                          |         | 1,350                      |        |      |         | 2,352  |        
|                                                                                 | Services                                      |                          |         | 3,552                      |        |      |         | 5,906  |        
|                                                                                 | Web search services                           |                          |         | 5,312                      |        |      |         | 6,254  |        
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|                                                                                 |                                               | Total cost of revenues   |         |                            | 10,214 |      |         |        | 14,512  | 
|Gross Profit                                                                     |                                               |                          | 29,805  |                            |        |      | 65,992  |       
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|Operating Expenses                                                              
|                                                                                 | Sales and marketing                           |                          |         | 20,623                     |        |      |         | 44,321 |        
|                                                                                 | Research and development                      |                          |         | 14,137                     |        |      |         | 21,498 |        
|                                                                                 | General and administrative                    |                          |         | 5,179                      |        |      |         | 5,924  |        
|                                                                                 | Amortization of intangibles and other assets  |                          |         | 16,709                     |        |      |         | 16,208 |        
|                                                                                 | Impairment of intangibles and other assets    |                          |         | 1,750                      |        |      |         |       |        
|                                                                                 | Restructuring                                 |                          |         | 4,012                      |        |      |         |       |        
|                                                                                 | Purchased in-process research and development |                          |         |                           |        |      |         | 430    |        
|                                                                                 | Acquisition-related costs                     |                          |         |                           |        |      |         | 19,497 |        
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|                                                                                 |                                               | Total operating expenses |         |                            | 62,410 |      |         |        | 107,878 | 
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|Operating loss                                                                   |                                               |                          | (32,605 | )                          |        |      | (41,886 | )     
|Other income, net                                                                |                                               |                          | 3,363   |                            |        |      | 3,995   |       
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|Pretax loss                                                                      |                                               |                          | (29,242 | )                          |        |      | (37,891 | )     
|Income tax provision                                                             |                                               |                          | (199    | )                          |        |      | (216    | )     
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|Net loss                                                                         |                                               | $                        | (29,441 | )                          |        | $    | (38,107 | )     
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|Net loss per share                                                               |                                               |                          |         |                            |        |      |         |       
|Basic and diluted net loss per share                                             |                                               | $                        | (0.22   | )                          |        | $    | (0.31   | )     
|                                                                                 |                                               |                          |         |                            |        |      |         |       
|Weighted average shares outstanding                                              |                                               |                          |         |                            |        |      |         |       
|Weighted average shares used in calculating basic
and diluted net loss per share |                                               |                          | 136,660 |                            |        |      | 124,452 |       
|                                                                                 |                                               |                          |         |                            |        |      |         |       

The accompanying notes are an integral part of these condensed consolidated financial statements.

3



---



##### Table of Contents






INKTOMI CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except per share amounts)


|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |          |        |         | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------------------------- | -------- | ------------ | ------- | ------------- | -------- | ------ | ------- | 
|                                     |                                                                                                                                                                               |                                              |                                                            |          | December 31, |         | September 30,
|                                     |                                                                                                                                                                               |                                              |                                                            |          | 2001         |         | 2001         
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |              
|                                     |                                                                                                                                                                               |                                              |                                                            |          | (Unaudited)  |         |               |          |       
|Assets                               |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     | Current assets                                                                                                                                                                |                                              |                                                            |          |              |         |               |          |       
|                                     |                                                                                                                                                                               | Cash and cash equivalents                    |                                                            | $        | 18,126       |         |               | $        | 18,518 |        
|                                     |                                                                                                                                                                               | Short-term investments                       |                                                            |          | 105,614      |         |               |          | 65,995 |        
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total cash and cash equivalents and short-term investments |          |              | 123,740 |               |          |        | 84,513  | 
|                                     |                                                                                                                                                                               | Accounts receivable, net                     |                                                            |          | 21,764       |         |               |          | 22,449 |        
|                                     |                                                                                                                                                                               | Prepaid expenses and other current assets    |                                                            |          | 4,136        |         |               |          | 5,915  |        
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total current assets                                       |          |              | 149,640 |               |          |        | 112,877 | 
|                                     | Restricted cash                                                                                                                                                               |                                              |                                                            | 128,957  |              |         |               | 128,957  |       
|                                     | Investments in equity securities                                                                                                                                              |                                              |                                                            | 1,725    |              |         |               | 1,381    |       
|                                     | Property and equipment, net                                                                                                                                                   |                                              |                                                            | 68,382   |              |         |               | 76,101   |       
|                                     | Intangibles and other assets, net                                                                                                                                             |                                              |                                                            | 245,830  |              |         |               | 263,807  |       
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total assets                                               |          | $            | 594,534 |               |          | $      | 583,123 | 
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|Liabilities and Stockholders Equity |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     | Current liabilities                                                                                                                                                           |                                              |                                                            |          |              |         |               |          |       
|                                     |                                                                                                                                                                               | Accounts payable                             |                                                            | $        | 3,521        |         |               | $        | 7,979  |        
|                                     |                                                                                                                                                                               | Accrued liabilities                          |                                                            |          | 43,517       |         |               |          | 58,646 |        
|                                     |                                                                                                                                                                               | Deferred revenue                             |                                                            |          | 32,453       |         |               |          | 34,610 |        
|                                     |                                                                                                                                                                               | Current portion of notes payable             |                                                            |          | 2,500        |         |               |          | 2,500  |        
|                                     |                                                                                                                                                                               | Current portion of capital lease obligations |                                                            |          | 1,739        |         |               |          | 1,470  |        
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total current liabilities                                  |          |              | 83,730  |               |          |        | 105,205 | 
|                                     | Notes payable, less current portion                                                                                                                                           |                                              |                                                            | 3,125    |              |         |               | 4,231    |       
|                                     | Capital lease obligations, less current portion                                                                                                                               |                                              |                                                            | 972      |              |         |               | 1,418    |       
|                                     | Other liabilities                                                                                                                                                             |                                              |                                                            | 278      |              |         |               | 288      |       
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total liabilities                                          |          |              | 88,105  |               |          |        | 111,142 | 
|                                     | Stockholders equity                                                                                                                                                          |                                              |                                                            |          |              |         |               |          |       
|                                     | Common Stock, $0.001 par value; 1,500,000 authorized at
December 31, 2001 and September 30, 2001; 143,396 and
129,110 outstanding at December 31, 2001 and September 30,
2001 |                                              |                                                            | 143      |              |         |               | 129      |       
|                                     | Additional paid-in capital                                                                                                                                                    |                                              |                                                            | 956,972  |              |         |               | 897,241  |       
|                                     | Deferred compensation and other                                                                                                                                               |                                              |                                                            | (17,777  | )            |         |               | (20,824  | )     
|                                     | Accumulated other comprehensive loss                                                                                                                                          |                                              |                                                            | (1,448   | )            |         |               | (2,545   | )     
|                                     | Accumulated deficit                                                                                                                                                           |                                              |                                                            | (431,461 | )            |         |               | (402,020 | )     
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total stockholders equity                                 |          |              | 506,429 |               |          |        | 471,981 | 
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         
|                                     |                                                                                                                                                                               |                                              | Total liabilities and stockholders equity                 |          | $            | 594,534 |               |          | $      | 583,123 | 
|                                     |                                                                                                                                                                               |                                              |                                                            |          |              |         |               |         

The accompanying notes are an integral part of these condensed consolidated financial statements.

4



---



##### Table of Contents






INKTOMI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |          |         |  
|----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | --------------------------------------------------- | ------- | -------------------- | ------- | ---- | ------- | -------- | ------- | -
|                                                                                          |                                                                                           |                                                     |         | For the Three Months
|                                                                                          |                                                                                           |                                                     |         | Ended December 31,  
|                                                                                          |                                                                                           |                                                     |         |                     
|                                                                                          |                                                                                           |                                                     |         | 2001                 |         | 2000
|                                                                                          |                                                                                           |                                                     |         |                      |         |     
|                                                                                          |                                                                                           |                                                     |         | (Unaudited)         
|Cash flows from operating activities                                                      |                                                                                           |                                                     |         |                      |         |      |         |         
|Net loss                                                                                  |                                                                                           | $                                                   | (29,441 | )                    |         | $    | (38,107 | )       
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Purchased in-process research and development                                             |                                                     |         |                     |         |      |         | 430      |        
|                                                                                          | Amortization of intangibles and other assets                                              |                                                     |         | 16,709               |         |      |         | 16,208   |        
|                                                                                          | Depreciation and amortization                                                             |                                                     |         | 6,918                |         |      |         | 7,794    |        
|                                                                                          | Provision for doubtful accounts                                                           |                                                     |         | 710                  |         |      |         |         |        
|                                                                                          | Stock based compensation                                                                  |                                                     |         | 1,978                |         |      |         | 3,434    |        
|                                                                                          | Impairment of property and equipment                                                      |                                                     |         | 2,091                |         |      |         |         |        
|                                                                                          | Impairment of intangibles and other assets                                                |                                                     |         | 1,750                |         |      |         |         |        
|Changes in assets and liabilities:                                                        |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Accounts receivable                                                                       |                                                     |         | (25                  | )       |      |         | (2,732   | )      
|                                                                                          | Prepaid expenses and other assets                                                         |                                                     |         | 3,897                |         |      |         | (2,318   | )      
|                                                                                          | Accounts payable                                                                          |                                                     |         | (4,458               | )       |      |         | 4,745    |        
|                                                                                          | Accrued liabilities and other                                                             |                                                     |         | (14,617              | )       |      |         | 20,844   |        
|                                                                                          | Deferred revenue                                                                          |                                                     |         | (2,157               | )       |      |         | (8,880   | )      
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          |                                                                                           | Net cash provided by (used in) operating activities |         |                      | (16,645 | )    |         |          | 1,418   |  
|Cash flows from investing activities                                                      |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Purchases of property and equipment                                                       |                                                     |         | (1,290               | )       |      |         | (12,373  | )      
|                                                                                          | Purchases of short-term investments                                                       |                                                     |         | (90,752              | )       |      |         | (359,008 | )      
|                                                                                          | Proceeds from sales of short-term investments                                             |                                                     |         | 50,852               |         |      |         | 353,378  |        
|                                                                                          | Purchases of investments in equity securities                                             |                                                     |         | (500                 | )       |      |         |         |        
|                                                                                          | Proceeds from sales of investments in equity securities                                   |                                                     |         | 498                  |         |      |         | 5,627    |        
|                                                                                          | Loans to related party                                                                    |                                                     |         | (4,700               | )       |      |         |         |        
|                                                                                          | Payments received on related party loan                                                   |                                                     |         | 2,700                |         |      |         |         |        
|                                                                                          | Acquisition of a company, net of acquired cash                                            |                                                     |         |                     |         |      |         | (23,500  | )      
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          |                                                                                           | Net cash used in investing activities               |         |                      | (43,192 | )    |         |          | (35,876 | )
|Cash flows from financing activities                                                      |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Proceeds (payments) on notes payable, net                                                 |                                                     |         | (1,106               | )       |      |         | (2,627   | )      
|                                                                                          | Proceeds (payments) on obligations under capital leases, net                              |                                                     |         | (177                 | )       |      |         | (1,642   | )      
|                                                                                          | Proceeds from issuance of common stock, net of issuance costs and underwriters' discounts |                                                     |         | 52,839               |         |      |         |         |        
|                                                                                          | Proceeds from exercises of stock options and warrants                                     |                                                     |         | 7,975                |         |      |         | 6,437    |        
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          |                                                                                           | Net cash provided by financing activities           |         |                      | 59,531  |      |         |          | 2,168   |  
|                                                                                          | Effect of exchange rates on cash and cash equivalents                                     |                                                     |         | (86                  | )       |      |         | (320     | )      
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Decrease in cash and cash equivalents                                                     |                                                     |         | (392                 | )       |      |         | (32,610  | )      
|                                                                                          | Cash and cash equivalents at beginning of period                                          |                                                     |         | 18,518               |         |      |         | 41,879   |        
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Cash and cash equivalents at end of period                                                |                                                     | $       | 18,126               |         |      | $       | 9,269    |        
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|Supplemental cash flow information                                                       
|                                                                                          | Cash paid for interest                                                                    |                                                     | $       | (116                 | )       |      | $       | (212     | )      
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         
|                                                                                          | Cash paid for taxes                                                                       |                                                     | $       | (301                 | )       |      | $       | (216     | )      
|                                                                                          |                                                                                           |                                                     |         |                      |         |      |         |         

The accompanying notes are an integral part of these condensed consolidated financial statements.

5



---



##### Table of Contents






INKTOMI CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. THE COMPANY AND BASIS OF PRESENTATION

Inktomi Corporation (Inktomi or the Company) was incorporated in California
in February 1996 and reincorporated in Delaware in February 1998. We develop
and market scalable network infrastructure software solutions designed to
significantly enhance the performance and intelligence of large-scale networks.

We have prepared the condensed consolidated financial statements included
herein pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the condensed consolidated financial
statements reflect all adjustments that are necessary for the fair presentation
of results for the periods shown. The results of operations for such periods
are not necessarily indicative of the results expected for the full fiscal year
or for any future period. These financial statements should be read in
conjunction with our audited consolidated financial statements and notes
thereto included in our annual report on Form 10-K for the year ended September
30, 2001 filed with the SEC on December 31, 2001.

The accompanying condensed consolidated financial statements include the
accounts of Inktomi Corporation and its wholly owned subsidiaries. All
intercompany accounts and transactions have been eliminated. Historical
financial information including weighted average shares outstanding and loss
per share amounts have been restated to reflect all stock splits and
acquisitions accounted for as pooling of interests. Certain prior period
balances have been reclassified to conform to the current period presentation.

In June 2001, we acquired eScene Networks, Inc. (eScene), a developer of
advanced streaming media applications and services. The following unaudited pro
forma information reflects the results of operations for the three months ended
December 31, 2000, as if the acquisition of eScene had occurred on October 1,
2000, and after giving effect to purchase accounting adjustments, principally
amortization of goodwill and other intangibles. We have not presented the pro
forma financial information for the Adero asset purchase (December 2000)
required under APB No. 16 since we have effectively ceased the assumed operator
role of the acquired Adero division, Content Bridge, and have recognized the
related full impairment of goodwill and other assets.

These unaudited pro forma results have been prepared for comparative purposes
only and may not be indicative of future operating results (in thousands,
except per share data).

|                                               |                   |   |         |  
|---------------------------------------------- | ----------------- | - | ------- | -
|                                               | For the Three    
|                                               | Months Ended     
|                                               | December 31, 2000
|                                               |                  
|Pro forma revenues                             |                   | $ | 80,547  |  
|Pro forma net loss                             |                   | $ | (40,084 | )
|Pro forma basic and diluted net loss per share |                   | $ | (0.32   | )

NOTE 2. PUBLIC OFFERING

In November 2001, we completed a public offering of our Common Stock in which
we sold approximately 13.2 million shares raising net proceeds after issuance
costs and underwriters discounts of $52.8 million.

NOTE 3. RESTRUCTURINGS

6



---



##### Table of Contents



Fiscal 2002 First Quarter Restructuring:

In the quarter ended December 31, 2001, in light of a continuing economic
slowdown, we announced and substantially completed a restructuring and a
workforce reduction of approximately 115 employees to reduce our operating
expenses. All of our functional areas were affected by the reduction. As a
result of this workforce reduction, we incurred a charge of $4.0 million,
including a $1.3 million fixed asset write-down of computer equipment. As of
December 31, 2001, approximately $0.5 million of this restructuring accrual
remained outstanding.

The following table sets forth an analysis of the components of the fiscal 2002
first quarter restructuring charge and the payments made against the accrual
through December 31, 2001 (in thousands):

|                                     |                             |       |        |           |       |            |        |               |       |       |     |     |     |   |        |       |       | 
|------------------------------------ | --------------------------- | ----- | ------ | --------- | ----- | ---------- | ------ | ------------- | ----- | ----- | --- | --- | --- | - | ------ | ----- | ----- | 
|                                     |                             |       |        | Severance |       | Asset      |        | Underutilized |       |       |     |    
|                                     |                             |       |        | Related   |       | Write-Offs |        | Space         |       | Total
|                                     |                             |       |        |           |       |            |        |               |       |      
|Restructuring Provision:             |                             |       |        |           |       |            |        |               |       |       |     |     |     |   |        |      
|                                     | Severance related           |       | $      | 2,497     |       |            | $      |              |       |       | $   |    |     |   | $      | 2,497 |      
|                                     | Fixed asset impairment      |       |        |          |       |            |        | 1,300         |       |       |     |    |     |   |        | 1,300 |      
|                                     | Committed excess facilities |       |        |          |       |            |        |              |       |       |     | 215 |     |   |        | 215   |      
|                                     |                             |       |        |           |       |            |        |               |       |       |     |     |     |   |        |      
|                                     |                             | Total |        |           | 2,497 |            |        |               | 1,300 |       |     |     | 215 |   |        |       | 4,012 | 
|Cash paid                            |                             |       | (2,212 | )         |       |            |       |               |       |       |    |     |     |   | (2,212 | )    
|Non-cash charges                     |                             |       |       |           |       |            | (1,300 | )             |       |       |    |     |     |   | (1,300 | )    
|                                     |                             |       |        |           |       |            |        |               |       |       |     |     |     |   |        |      
|Accrual balance at December 31, 2001 |                             | $     | 285    |           |       | $          |       |               |       | $     | 215 |     |     | $ | 500    |      
|                                     |                             |       |        |           |       |            |        |               |       |       |     |     |     |   |        |      

Fiscal 2001 Fourth Quarter Restructuring:

In the quarter ended September 30, 2001, in response to the continuing economic
slowdown, we instituted a restructuring and a workforce reduction of
approximately 35 employees to reduce our operating expenses. The reduction in
workforce primarily affected our employees working on wireless related
products. As a result of this restructuring, we incurred a charge of
approximately $7.3 million in the quarter ended September 30, 2001. As of
December 31, 2001, approximately $2.8 million of this restructuring accrual
remained outstanding.

The following table sets forth an analysis of the components of the fiscal 2001
fourth quarter restructuring charge and the payments made against the accrual
through December 31, 2001 (in thousands):

|                                     |                             |       |        |           |       |               |        |            |       |       |      |     |     |   |        |       |       | 
|------------------------------------ | --------------------------- | ----- | ------ | --------- | ----- | ------------- | ------ | ---------- | ----- | ----- | ---- | --- | --- | - | ------ | ----- | ----- | 
|                                     |                             |       |        | Severance |       | Underutilized |        | Asset      |       |       |      |    
|                                     |                             |       |        | Related   |       | Space         |        | Write-offs |       | Total
|                                     |                             |       |        |           |       |               |        |            |       |      
|Restructuring Provision:             |                             |       |        |           |       |               |        |            |       |       |      |     |     |   |        |      
|                                     | Severance related           |       | $      | 2,201     |       |               | $      |           |       |       | $    |    |     |   | $      | 2,201 |      
|                                     | Committed excess facilities |       |        |          |       |               |        | 4,375      |       |       |      |    |     |   |        | 4,375 |      
|                                     | Fixed asset impairment      |       |        |          |       |               |        |           |       |       |      | 706 |     |   |        | 706   |      
|                                     |                             |       |        |           |       |               |        |            |       |       |      |     |     |   |        |      
|                                     |                             | Total |        |           | 2,201 |               |        |            | 4,375 |       |      |     | 706 |   |        |       | 7,282 | 
|Cash paid                            |                             |       | (1,991 | )         |       |               | (1,752 | )          |       |       |      |     |     |   | (3,743 | )    
|Non-cash charges                     |                             |       |       |           |       |               |       |            |       |       | (706 | )   |     |   | (706   | )    
|                                     |                             |       |        |           |       |               |        |            |       |       |      |     |     |   |        |      
|Accrual balance at December 31, 2001 |                             | $     | 210    |           |       | $             | 2,623  |            |       | $     |     |     |     | $ | 2,833  |      
|                                     |                             |       |        |           |       |               |        |            |       |       |      |     |     |   |        |      

Fiscal 2001 Third Quarter Restructuring:

In the quarter ended June 30, 2001, in light of a challenging operating and
business environment, we announced and substantially completed a restructuring
and a workforce reduction of approximately 200 employees to reduce our
operating expenses. All of our functional areas were affected by the reduction.
As a result of this workforce reduction, we incurred a charge of $5.2 million.
As of December 31, 2001, approximately $0.2 million of this restructuring
accrual remained outstanding.

The following table sets forth an analysis of the components of the fiscal 2001
third quarter restructuring charge and the payments made against the accrual
through December 31, 2001 (in thousands):

7



---



##### Table of Contents



|                                     |                             |       |        |           |       |            |      |         |     |       |      |     |       |   |        |       |       | 
|------------------------------------ | --------------------------- | ----- | ------ | --------- | ----- | ---------- | ---- | ------- | --- | ----- | ---- | --- | ----- | - | ------ | ----- | ----- | 
|                                     |                             |       |        | Severance |       | Asset      |      | Other   |     |       |      |    
|                                     |                             |       |        | Related   |       | Write-Offs |      | Charges |     | Total
|                                     |                             |       |        |           |       |            |      |         |     |      
|Restructuring Provision:             |                             |       |        |           |       |            |      |         |     |       |      |     |       |   |        |      
|                                     | Severance related           |       | $      | 3,999     |       |            | $    |        |     |       | $    |    |       |   | $      | 3,999 |      
|                                     | Professional fees           |       |        |          |       |            |      |        |     |       |      | 601 |       |   |        | 601   |      
|                                     | Committed excess facilities |       |        |          |       |            |      |        |     |       |      | 416 |       |   |        | 416   |      
|                                     | Fixed asset impairment      |       |        |          |       |            |      | 198     |     |       |      |    |       |   |        | 198   |      
|                                     |                             |       |        |           |       |            |      |         |     |       |      |     |       |   |        |      
|                                     |                             | Total |        |           | 3,999 |            |      |         | 198 |       |      |     | 1,017 |   |        |       | 5,214 | 
|Cash paid                            |                             |       | (3,999 | )         |       |            |     |         |     |       | (809 | )   |       |   | (4,808 | )    
|Non-cash charges                     |                             |       |       |           |       |            | (198 | )       |     |       |     |     |       |   | (198   | )    
|                                     |                             |       |        |           |       |            |      |         |     |       |      |     |       |   |        |      
|Accrual balance at December 31, 2001 |                             | $     |       |           |       | $          |     |         |     | $     | 208  |     |       | $ | 208    |      
|                                     |                             |       |        |           |       |            |      |         |     |       |      |     |       |   |        |      

NOTE 4. IMPAIRMENT OF INTANGIBLES AND OTHER ASSETS

We assess the impairment of identifiable intangibles and related goodwill
periodically in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of.We also assess
the impairment of enterprise level goodwill periodically in accordance with the
provision of Accounting Principles Board (APB) Opinion No. 17, Intangible
Assets.An impairment review is performed whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.

During the three months ended December 31, 2001, we evaluated the remaining
goodwill associated with our asset purchase from Adero in December 2000 and
recorded a $1.8 million charge to write-off the remaining net book value of
this intangible asset as there will be no further revenue streams related to
this asset.

NOTE 5. CALCULATION OF NET LOSS PER SHARE

Shares of Common Stock used in computing basic and diluted net loss per share
(EPS) are based on the weighted average shares of Common Stock outstanding in
each period. Basic net loss per share is calculated by dividing net loss by the
average number of outstanding shares of Common Stock during the period. Diluted
net loss per share is calculated by adjusting the average number of outstanding
shares of Common Stock assuming conversion of all potentially dilutive stock
options and warrants under the treasury stock method. Excluded from the
computation of diluted earnings per share for the three months ended December
31, 2001 and 2000, are options and warrants to acquire 26.5 million shares and
26.6 million shares, respectively, of Common Stock as their effects would be
anti-dilutive.

8



---



##### Table of Contents



NOTE 6. LEGAL PROCEEDINGS

On August 2, 2001, an amended complaint was filed by Network Caching
Technology, L.L.C. in the United States District Court for the Northern
District of California against Inktomi as well as other providers of caching
technologies including Novell, Inc., Akamai Technologies, Inc., Volera, Inc.,
and Cacheflow, Inc. Plaintiff alleges that certain products marketed by Inktomi
and the other defendants violate one or more patents owned by plaintiff. The
complaint seeks compensatory and other damages and injunctive relief. We were
served the complaint on August 7, 2001. We subsequently filed a response
denying the allegations and asserting a number of defenses. At this time it is
too early to estimate any potential losses from this action and whether this
action may have a material impact on the results of operations. We intend to
vigorously defend against this action.

NOTE 7. RELATED PARTY TRANSACTIONS

In December 2001, we provided two loans to our Chief Executive Officer totaling
$4.7 million. These loans are represented by full recourse promissory notes
accruing interest at the rate of 6% per annum. At December 31, 2001, $2.0
million remained outstanding. The remaining balance, plus any accrued unpaid
interest, will become due in December 2003. These loans are included in
intangibles and other assets, net.

NOTE 8. COMPREHENSIVE NET LOSS

Comprehensive loss includes foreign currency translation gains and losses and
unrealized gains and losses on equity securities that have been previously
excluded from net loss and reflected instead in stockholders equity. The
components of comprehensive loss are as follows (in thousands):

|                                                        |  |                      |         |      |  |   |          |  
|------------------------------------------------------- |  | -------------------- | ------- | ---- |  | - | -------- | -
|                                                        |  | For the Three Months
|                                                        |  | Ended December 31,  
|                                                        |  |                     
|                                                        |  | 2001                 |         | 2000
|                                                        |  |                      |         |     
|                                                        |  | (Unaudited)         
|Net loss                                                |  | $                    | (29,441 | )    |  | $ | (38,107  | )
|Unrealized gain (loss) on
available-for-sale securities |  |                      | 61      |      |  |   | (68,630  | )
|Foreign currency translation gain (loss)                |  |                      | 1,037   |      |  |   | (320     | )
|                                                        |  |                      |         |      |  |   |          |  
|Comprehensive net loss                                  |  | $                    | (28,343 | )    |  | $ | (107,057 | )
|                                                        |  |                      |         |      |  |   |          |  

NOTE 9. STOCK OPTION EXCHANGE PROGRAM

In February 2001, the Inktomi Board of Directors approved a stock option
exchange program. Under this program, all employees (including executive
officers and outside directors) were given the opportunity to cancel one or
more stock options previously granted to them in exchange for one or more new
stock options to be granted at least six months and one day from the date the
old options are cancelled, provided the individual is still employed or
providing service on such date. The participation deadline for the program was
February 28, 2001. The number of shares subject to the new options were equal
to the number of shares subject to the old options, and the exercise price of
the new options was the fair market value of Inktomi Common Stock on the date
they were granted. The new options have the same vesting schedule as the old
options and are immediately exercisable as to vested shares when granted
(however, new options granted to executive officers and outside directors lost
three months of vesting and were subject to a trading blackout of three months
following the grant). The exchange resulted in the voluntary cancellation of
options to purchase approximately 12.8 million shares of Common Stock with
exercise prices ranging from $12.25 to $211.00 per share. Approximately 10.6
million replacement options were granted on August 29, 2001 at an exercise
price of $4.21 per share of Common Stock.

Stock options granted during the six month period prior to implementation of
the option exchange program that were not cancelled as part of the program are
subject to variable plan accounting beginning in the fiscal quarter ended March
31, 2001. During the six months prior to implementation of the program, Inktomi
granted approximately 2.8 million options, at an average price of $23.65 per
option, that are subject to variable plan accounting. Other stock options that
are granted to participants of the program in the six months following
implementation of the program

9



---



##### Table of Contents



will also be accounted for in this manner. 1.4 million such options were
granted during the six months following implementation of the program, at an
average price of $7.18 per option. These options are subject to variable plan
accounting. Under variable plan accounting, we are required to record a
non-cash compensation charge for the options until the options are exercised,
forfeited or cancelled without replacement. The compensation charge will be
based on any excess of the closing stock price at the end of the reporting
period or date of exercise, forfeiture or cancellation without replacement, if
earlier, over the fair market value of our Common Stock on the options
issuance date. The resulting compensation charge to earnings will be recorded
as the underlying options vest. Depending upon movements in the market value of
our Common Stock, this accounting treatment may result in significant
compensation charges in future periods. As of December 31, 2001, we have
recorded no compensation charges related to this program.

NOTE 10. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2001, the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) reached a consensus on EITF Issue 01-09, Accounting
for Consideration Given by a Vendor to a Customer or a Reseller of the Vendors
Products,which is a codification of EITF 00-14, 00-22 and 00-25. This issue
presumes that consideration from a vendor to a customer or reseller of the
vendors products to be a reduction of the selling prices of the vendors
products and, therefore, should be characterized as a reduction of revenue when
recognized in the vendors income statement and could lead to negative revenue
under certain circumstances. Revenue reduction is required unless consideration
relates to a separate identifiable benefit and the benefits fair value can be
established. This issue should be applied no later than in annual or interim
financial statements for periods beginning after December 15, 2001, which is
our second quarter ended March 31, 2002. Upon adoption we are required to
reclassify all prior period amounts to conform to the current period
presentation. We are currently evaluating the effects of these changes on our
consolidated financial statements.

In July 2001, the FASB issued SFAS 141, Business Combinations. SFAS 141
requires the purchase method of accounting for business combinations initiated
after June 30, 2001 and eliminates the pooling of interests method. We have
implemented SFAS 141, and the implementation to date has not had a significant
impact on our financial position and results of operations.

In July 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which is effective for fiscal years beginning after December 15, 2001. SFAS 142
requires, among other things, the discontinuance of goodwill amortization. In
addition, the standard includes provisions upon adoption for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles. We
intend to adopt SFAS 142 on October 1, 2002, the beginning of our fiscal 2003.
We are currently assessing, but have not yet determined, the impact of SFAS 142
on our financial position and results of operations.

In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-lived Assets. The objectives of SFAS 144 are to address
significant issues relating to the implementation of SFAS 121, Accounting for
the Impairment of Long-lived Assets to be Disposed of, and to develop a single
accounting model, based on the framework established by SFAS 121, for
long-lived assets to be disposed of by sale, whether previously held and used
or newly acquired. Although SFAS 144 supercedes SFAS 121, it retains some
fundamental provisions of SFAS 121. SFAS 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years. We are currently assessing, but have
not yet determined, the impact of SFAS 144 on our financial position and
results of operations.

NOTE 11. SEGMENT INFORMATION

Effective September 30, 1999, we adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 established
standards for reporting information about operating segments in annual
financial statements and requires selected information about operating segments
in interim financial reports issued to stockholders. It also established
standards for related disclosures about products and services, and geographic
areas. Operating segments are defined as components of an enterprise about
which separate financial information is

10



---



##### Table of Contents



available that is evaluated regularly by the chief operating decision maker, or
decision making group, in deciding how to allocate resources and in assessing
performance. Our chief operating decision-maker is our Chief Executive
Officer. Our reportable segments are organized primarily by technology. Each of
these segments is managed separately because they offer and distribute distinct
technologies and services with different methods of delivery and customer
bases.

We have two reportable operating segments: Software Products and Portal
Services. Software Products revenues are composed of license, consulting,
support and upgrade fees in connection with the Traffic Server network cache
platform and its associated product family, Content Delivery Suite software
solutions, Media Products, enterprise search products, Traffic Core, Traffic
Edge, Traffic Controller and Inktomi Media Publisher. Portal Services revenues
are composed of revenues generated through our Web search services and Commerce
Engine. We completed the sale of our Commerce Division in March 2001 and
therefore, Portal Services revenues for the three months ended December 31,
2001 consisted of only Web search services revenues.

In past filings, revenues from our enterprise search products were included in
Portal Services. In this filing and future filings, revenues from our
enterprise search products are recorded for this period and all prior periods
under Software Products. We believe this change in recordation of the
enterprise search revenues better reflects the nature of the product as a
software offering and mirrors how the product line is managed within our
organization following our October 2001 restructuring.

We evaluate performance and allocate resources to our operating segments based
on a variety of factors, including revenues, operating profit, market
potential, customer commitments and strategic direction.

Acquisition-related costs, purchased in-process research and development,
amortization of intangibles and other assets, impairment of intangibles and
other assets, restructuring, and amortization of deferred compensation expense
are not included in managements evaluation of performance by the operating
divisions, as they are primarily organizational in nature. The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies in our annual report on Form 10-K
for the year ended September 30, 2001, as filed on December 31, 2001. We do not
track assets by operating segments.

Financial information about segments (in thousands):

|                        |  |                                              |         |          |  |           |        |           |  |                |         |                |  |             |        |   |  |              |        |   |  |   |        |   |  |   |         |  
|----------------------- |  | -------------------------------------------- | ------- | -------- |  | --------- | ------ | --------- |  | -------------- | ------- | -------------- |  | ----------- | ------ | - |  | ------------ | ------ | - |  | - | ------ | - |  | - | ------- | -
|                        |  | For the Three Months Ended December 31, 2001
|                        |  |                                             
|                        |  |                                              |         |          |  |           |        |           |  | Amortization   |         | Impairment     |  |             |        |   |  |              |        |   |  |   |        |  
|                        |  |                                              |         |          |  |           |        |           |  | of Intangibles |         | of Intangibles |  |             |        |   |  | Amortization |        |   |  |  
|                        |  | Software                                     |         | Portal   |  | and Other |        | and Other |  |                |         |                |  | of Deferred |        |   |  |             
|                        |  | Products                                     |         | Services |  | Assets    |        | Assets    |  | Restructuring  |         | Compensation   |  | Total      
|                        |  |                                              |         |          |  |           |        |           |  |                |         |                |  |            
|                        |  | (Unaudited)                                 
|Revenues                |  | $                                            | 28,356  |          |  | $         | 11,663 |           |  | $              |        |                |  | $           |       |   |  | $            |       |   |  | $ |       |   |  | $ | 40,019  |  
|Operating income (loss) |  | $                                            | (10,387 | )        |  | $         | 2,231  |           |  | $              | (16,709 | )              |  | $           | (1,750 | ) |  | $            | (4,012 | ) |  | $ | (1,978 | ) |  | $ | (32,605 | )

|               |  |                                              |        |          |  |           |        |             |  |               |         |              |  |              |      |              |  |   |         |   |  |   |        |   |  |   |         |  
|-------------- |  | -------------------------------------------- | ------ | -------- |  | --------- | ------ | ----------- |  | ------------- | ------- | ------------ |  | ------------ | ---- | ------------ |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|               |  | For the Three Months Ended December 31, 2000
|               |  |                                             
|               |  |                                              |        |          |  |           |        |             |  |               |         |              |  | Purchased    |      |              |  |   |         |   |  |   |        |   |  |  
|               |  |                                              |        |          |  |           |        |             |  | Amortization  |         | In-process   |  |              |      |              |  |   |         |   |  |   |        |  
|               |  |                                              |        |          |  |           |        |             |  | of Intangible |         | Research     |  | Acquisition- |      | Amortization | 
|               |  | Software                                     |        | Portal   |  | and Other |        | and         |  | Related       |         | of Deferred  | 
|               |  | Products                                     |        | Services |  | Assets    |        | Development |  | Charges       |         | Compensation |  | Total       
|               |  |                                              |        |          |  |           |        |             |  |               |         |              |  |             
|               |  | (Unaudited)                                 
|Revenues       |  | $                                            | 60,448 |          |  | $         | 20,056 |             |  | $             |        |              |  | $            |     |              |  | $ |        |   |  | $ |       |   |  | $ | 80,504  |  
|Operating loss |  | $                                            | 4,937  |          |  | $         | (7,254 | )           |  | $             | (16,208 | )            |  | $            | (430 | )            |  | $ | (19,497 | ) |  | $ | (3,434 | ) |  | $ | (41,886 | )

One customer made up 45% of Software Products revenues in the three months
ended December 31, 2001 and a different customer exceeded 10% of Software
Products revenues in the three months ended December 31, 2000. Two customers
exceeded 10% of Portal Services revenues in the three months ended December 31,
2001 and one of

11



---



##### Table of Contents



the aforementioned customers also exceeded 10% of Portal Services revenues in
the three months ended December 31, 2000.

At December 31, 2001, less than 10% of our tangible long-term assets were
located outside the United States.

The following table sets forth revenue information for geographic areas: (in
thousands):

|               |  |                      |        |      |  |   |        | 
|-------------- |  | -------------------- | ------ | ---- |  | - | ------ | 
|               |  | For the Three Months
|               |  | Ended December 31,  
|               |  |                     
|               |  | 2001                 |        | 2000
|               |  |                      |        |     
|               |  | (Unaudited)         
|United States  |  | $                    | 33,899 |      |  | $ | 51,499 | 
|International  |  |                      | 6,120  |      |  |   | 29,005 | 
|               |  |                      |        |      |  |   |        | 
|Total Revenues |  | $                    | 40,019 |      |  | $ | 80,504 | 




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

This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements regarding our
expectations, beliefs, intentions or future strategies that are signified by
the words expects, anticipates, intends, believes, may, will or
similar language. All forward-looking statements included in this document are
based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements. Actual results could
differ materially from those projected in any such forward-looking statements.
In evaluating our business, prospective investors should carefully consider the
information set forth below under the caption Factors Affecting Operating
Results set forth herein. We caution investors that our business and financial
performance are subject to substantial risks and uncertainties.

Overview

Inktomi Corporation is a leading provider of scalable network infrastructure
software and services. Inktomi develops, markets, licenses and supports a range
of network infrastructure applications that enhance the performance and
intelligence of large-scale networks, enabling enterprises and network service
providers to publish, distribute, manage and retrieve content quickly and
efficiently.

Licenses revenues are composed of license and upgrade fees in connection with
our software products, which includes our Traffic Server network cache platform
and its associated product family, our Content Delivery Suite software
solutions, our Media Products, our enterprise search products, Traffic Core,
Traffic Edge, Traffic Controller and Inktomi Media Publisher. License fees
are generally based on the number of CPUs or nodes running the software, or on
network traffic throughput across our products, depending on customer
deployment, and are generally recognized upon shipment of the software assuming
all other revenue recognition criteria have been met. License fees for our
enterprise search products are generally based on the number of documents being
searched.

Services revenues are composed of revenues generated through consulting and
support fees related to our software products and through fees generated from
our Commerce Engine. Consulting and support fees are recognized ratably over
the service period as the services are performed. We completed the sale of our
Commerce Division in March 2001 and therefore, services revenues for the three
months ended December 31, 2001, consisted of only consulting and support fees.

Web search services revenues are generated through a variety of contractual
arrangements related to our Web search services, which include general service
fees, per-query search fees, search service hosting fees and paid inclusion
fees. Subscription fees and other fixed periodical fees are recognized ratably
over the contract period. Per-query fees are recognized based on the activity
in the period.

Over the past several quarters, the business climate in general and our target
service provider market in particular, have experienced dramatic declines.
This has adversely impacted our ability to generate revenues or maintain the

12



---



##### Table of Contents



significant revenue growth we achieved in fiscal 2000. We have undertaken a
number of initiatives to adjust to this business environment including
instituting a strategy of developing and marketing products and services for
the enterprise market, reducing expenses through strong cost cutting measures
and work force reductions, and integrating our sales force such that each
person is responsible for selling our complete line of products. We believe
that gaining traction from these efforts will take the next several quarters
and will be subject to a number of risks and uncertainties.

RESULTS OF OPERATIONS

Revenues

Total revenues were $40.0 million in the three months ended December 31, 2001,
a decrease of $40.5 million or 50% from total revenues of $80.5 million in the
comparable period in fiscal 2001. One transaction accounted for 30% of our
total revenues in the three months ended December 31, 2001, with this customer
making up 38% of total revenues in the quarter. A different customer
represented more than 10% of total revenues in the three months ended December
31, 2000. The dollar amount of transactions with these customers is consistent
with our history of having one or more significant customers in a quarter.
Total revenues were generated primarily from our installed base of service
provider customers with some new and existing enterprise contribution. We
generated most of our total revenues through our direct sales efforts, except
in Asia Pacific where our revenues were generated primarily though channel
partners. Our OEMs gained some traction in the quarter and represented a
modest contribution to overall revenues.

Historically, the percentage of sales to customers located outside of the
United States has varied substantially, reflecting the early stage build-out of
our international operations. International revenues were 15% of total
revenues in the three months December 31, 2001, consistent with recent
quarters. International revenues were 36% of total revenues in the comparable
period in fiscal 2001. The decrease in the percentage of international revenues from the
comparable period in fiscal 2001 was primarily due to weakness in the European
market.

License revenues totaled $21.1 million in the three months ended December 31,
2001, representing a decrease of $30.2 million or 59% from license revenues of
$51.2 million in the comparable period in fiscal 2001. The decrease was
primarily due to decreased licenses to network service providers, reflecting
the challenging economic environment and a shift in the carrier marketplace
away from large infrastructure investments covering multiple quarters to
smaller investments to address present needs. This was partially offset by a
large transaction with one repeat service provider customer for our network
caching technology. We believe that in the short-term, our revenues will be
derived substantially from existing service provider customers with revenue
contribution from enterprises increasing over time.

Services revenues totaled $7.3 million in the three months ended December 31,
2001, representing a decrease of $7.0 million or 49% over services revenues of
$14.3 million in the comparable period in fiscal 2001. The decrease was
primarily due to decreases in fees generated from our Commerce Engine and from
our consulting practice. As a result of the divestiture of our Commerce
Division in March 2001, Commerce Engine revenues decreased from $5.1 million in
the three months ended December 31, 2000, to nil in the three months ended
December 31, 2001. Consulting revenues decreased $1.5 million in the three
months ended December 31, 2001, as compared to the same period in fiscal 2001,
reflecting fewer consulting opportunities. In order to maintain or grow the
level of our services revenues, we will need to procure new consulting
engagements, renew support agreements that are due to expire during the next
fiscal year and enter into new support agreements with new service provider and
enterprise customers.

Web search services revenues totaled $11.7 million in the three months ended
December 31, 2001, representing a decrease of $3.3 million or 22% from Web
search services revenues of $15.0 million in fiscal 2000. Two customers
accounted for greater than 10% of total Web search services revenues during the
three months ended December 31, 2001. The decrease in Web search services
revenues was primarily due to weakness in the Internet portal market where many
smaller or poorly funded companies could not raise sufficient funds to continue
to purchase our services. This was partially offset by growth in revenue from
our larger customers and growth in our Index Connect and Search Submit paid
inclusion services. In the future, we expect revenues from our paid inclusion
services to become a greater percentage of total Web search revenues.

13



---



##### Table of Contents



During the three months ended December 31, 2001 and 2000, we recognized
revenues of approximately $2.6 million and $16.2 million, respectively, on
contracts, development, and licensing arrangements with customers in which we
are equity shareholders. During the three months ended December 31, 2000, we
also recognized installment basis revenue from Adero on an agreement
consummated in December 1999. Prices on these contracts and arrangements were
comparable to those given to other similarly situated customers.

Expenses

Operating expenses include cost of revenues, sales and marketing expenses,
research and development expenses, general and administrative expenses,
amortization of intangibles and other assets, impairment of intangibles and
other assets, restructuring expenses, acquisition-related costs and purchased
in-process research and development. Research and development, sales and
marketing and general and administrative expenses primarily consist of
personnel and related costs.

In connection with stock option grants and our business acquisitions, certain
options granted have been considered to be compensatory. Compensation
associated with such options was $2.0 million and $3.4 million for the three
months ended December 31, 2001 and 2000, respectively. At December 31, 2001, a
balance of $17.8 million in deferred compensation remained and will be charged
to operations through 2004.

Cost of Revenues

Cost of revenues were $10.2 million for the three months ended December 31,
2001, representing a decrease of $4.3 million or 30% from cost of revenues of
$14.5 million in the comparable period in fiscal 2001.

Licenses cost of revenues generally consist of royalties or license fees
associated with licensed technologies used in our software applications.
Licenses cost of revenues were $1.4 million for the three months ended December
31, 2001, representing a decrease of $1.0 million or 43% from licenses cost of
revenues of $2.4 million in the comparable period in fiscal 2001. The decrease
is attributable to the decline in our licenses revenues.

Services cost of revenues generally consist of expenses associated with our
consulting services and our technical support department as well as
depreciation and network and hosting charges associated with the operation of
our former Commerce business. Services cost of revenues were $3.6 million for
the three months ended December 31, 2001, representing a decrease of $2.4
million or 40% from services cost of revenues of $5.9 million in the comparable
period in fiscal 2001. The decrease was primarily attributable to the
divestiture of our Commerce business in March 2001 and lower expenses in our
consulting practice.

Web search cost of revenues generally consist of expenses related to the
operation of our Web search business, primarily depreciation, network and
hosting charges, and distribution costs associated with our paid inclusion
products. For the three months ended December 31, 2001, Web search services
cost of revenues were $5.3 million, representing a decrease of $0.9 million or
15% from Web search cost of revenues of $6.3 million in the comparable period
in fiscal 2001. The decrease was primarily the result of lower depreciation
and hosting charges, offset by an increase in distribution costs for our paid
inclusion products.

Sales and Marketing Expenses

Sales and marketing expenses consist of personnel and related costs for our
direct sales force and marketing staff as well as expenses related to our
marketing programs, including trade shows and advertising. Sales and marketing
expenses were $20.6 million for the three months ended December 31, 2001, a
decrease of $23.7 million or 53% from sales and marketing expenses of $44.3
million in the comparable period of fiscal 2001. This decrease was primarily
due to a decrease in the number of sales and marketing personnel, decreased
sales commissions, and decreased marketing program expenses.

Research and Development Expenses

Research and development expenses consist primarily of personnel and related
costs for our development efforts. Our current research and development efforts
are focused on adding features and functionality across each of our current
applications, modifying and adapting our products and services for use with
enterprise networks, developing our products and services for use with
enterprise networks, and adapting our products to work with additional

14



---



##### Table of Contents



products and platforms. Research and development expenses were $14.1 million in
the three months ended December 31, 2001, a decrease of $7.4 million or 34%
from research and development expenses of $21.5 million in the comparable
period of fiscal 2001. The decrease was primarily due to a decrease in the
number of research and development personnel, including Commerce personnel,
partially offset by an increase in depreciation expense. We believe significant
investment in research and development is essential to our future success and
expect that research and development expenses will continue to be significant
in future periods.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel and related
costs for general corporate functions, including accounting, facilities,
finance, human resources and legal. General and administrative expenses totaled
$5.2 million in the three months ended December 31, 2001, a decrease of $0.7
million or 13% from general and administrative expenses of $5.9 million in the
comparable period of fiscal 2001. This decrease was due primarily to a decrease
in the number of general and administrative personnel and decreased facility
costs.

Amortization of Intangibles and Other Assets

Amortization of intangibles and other assets primarily relates to amortization
of goodwill acquired through our purchase acquisitions of Ultraseek Corporation
and eScene Networks and through our asset purchase from Adero. Amortization of
intangibles and other assets totaled $16.7 million in the three months ended
December 31, 2001, an increase of $0.5 million or 3% from amortization of
intangibles and other assets of $16.2 million in the comparable period of
fiscal 2001. The increase in amortization of intangibles and other assets is
due to our acquisition of eScene in June 2001.

Impairment of Intangibles and Other Assets

We assess the impairment of identifiable intangibles and related goodwill
periodically in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of.We also assess
the impairment of enterprise level goodwill periodically in accordance with the
provision of Accounting Principles Board (APB) Opinion No. 17, Intangible
Assets.An impairment review is performed whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.

During the three months ended December 31, 2001, we evaluated the remaining
goodwill associated with our asset purchase from Adero in December 2000 and
recorded a $1.8 million charge to write-off the remaining net book value of
this intangible asset as there will be no further revenue streams related to
this asset.

Restructuring Costs

In the quarter ended December 31, 2001, in light of a continuing economic
slowdown, we announced and substantially completed a restructuring and a
workforce reduction of approximately 115 employees to reduce our operating
expenses. All functional areas were affected by the reduction. As a result of
this workforce reduction, we incurred a charge of $4.0 million.

Purchased In-Process Research and Development

A portion of the purchase price we paid for various assets of Adero have been
allocated to developed technology and in-process research and development
(IPRD). We identified and valued the developed technology and IPRD by
conducting extensive interviews, analyzing data provided by the acquired
companies concerning developmental products, considering the stage of
development of such products and the time and resources needed to complete
them, and assessing the expected income generating ability of the products,
target markets and associated risks. The income approach, which includes an
analysis of the markets, cash flows, and risks associated with achieving such
cash flows, was the primary technique utilized in valuing the developed
technology and IPRD. Based on our analysis of these variables, we recorded a
one-time purchased IPRD charge of $0.4 million in the three months ended
December 31, 2000 because technological feasibility had not been established
and no future alternative uses existed.

15



---



##### Table of Contents



Acquisition-Related Costs

As a result of our Fast Forward Networks acquisition in October 2000, we
recorded acquisition-related costs of $19.5 million in the three months ended
December 31, 2000, primarily for investment banking fees, accounting, legal and
other expenses. As of December 31, 2001, no accrued liabilities relating to
FastForward acquisition-related costs remained outstanding.

Other Income, Net

Other income, net includes interest on our cash and cash equivalents,
short-term investments and long-term restricted cash, interest expenses related
to our debt and capital lease obligations and realized gains or losses on
disposal of assets. Other income, net totaled $3.4 million in the three months
ended December 31, 2001, a decrease of $0.6 million or 16% from other income,
net of $4.0 million in the comparable period of fiscal 2001. The decrease was
primarily the result of decreased interest income, offset by a $2.8 million
gain relating to the reversal of accruals from previous one-time charges.

Income Tax Provision

Our income taxes for the three months ended December 31, 2001 were $0.2
million. Our effective income tax rate may change during the remainder of
fiscal 2002 if operating results differ significantly from current projections.
We expect income taxes to remain minimal until we begin to generate taxable
income.

Liquidity and Capital Resources

Cash and cash equivalents and short-term investments totaled $123.7 million at
December 31, 2001, an increase of $39.2 million or 46% from $84.5 million at
September 30, 2001. At December 31, 2001 and September 30, 2001, our long-term
restricted cash was $129.0 million.

In November 2001, we completed a public offering of our Common Stock in which
we sold approximately 13.2 million shares raising net proceeds after issuance
costs and underwriters discounts of $52.8 million.

For the three months ended December 31, 2001, net cash used in operations of
$16.6 million was primarily attributable to our net loss for the quarter and a
net change in assets and liabilities, offset partially by amortization of
intangibles and other assets, depreciation and amortization, stock based
compensation, impairment of property and equipment, and impairment of
intangibles and other assets. For the three months ended December 31, 2000,
net cash provided by operations of $1.4 million was primarily attributable to a
net change in assets and liabilities, amortization of intangibles and other
assets, depreciation and amortization, and stock based compensation, offset
partially by our net loss for the quarter.

For the three months ended December 31, 2001, net cash used in investing
activities of $43.2 million was attributable to net purchases of short-term
investments, loans made to a related party and purchases of property and
equipment. For the three months ended December 31, 2000, net cash used in
investing activities of $35.9 was attributable to purchases of property and
equipment, net purchases of short-term investments, and a business acquisition,
offset partially by sales of investments in equity securities.

For the three months ended December 31, 2001, net cash provided by financing
activities of $59.5 million was attributable to proceeds raised relating to our
public offering and exercises of stock options and warrants, offset partially
by payments on notes payable and capital lease obligations. For the three
months ended December 31, 2000, net cash provided by financing activities of
$2.2 million was attributable to exercises of stock options and warrants,
offset partially by payments on notes payable and capital lease obligations.

From time to time, we have used debt and leases to partially finance capital
purchases. At December 31, 2001, we had $8.3 million in total loans and
capitalized lease obligations outstanding. Our underlying assets collateralize
the loans, and the underlying equipment obtained through the lease agreements
collateralizes each capitalized lease. Approximately $5.6 million of our debt
at December 31, 2001 was in the form of bank loans. The bank loans include
certain covenants requiring minimum liquidity, tangible net worth and
profitability over time, and do not allow us to distribute cash dividends. As
of December 31, 2001, we were in compliance with all financial covenants.

16



---



##### Table of Contents



In April 2000, we entered into a lease commencing November 1, 2001 for
approximately 380,000 square feet of office space in two mid-rise office
buildings in Foster City, California. The lease is for substantially more space
than we will need for the next several years. The commercial real estate market
in San Mateo County, California is volatile and unpredictable in terms of
rental fees, occupancy rates and preferred locations. If we fail to sublease a
significant portion or all of this new space at or above the rate we are paying
under the lease agreement, we will incur substantial additional operating
expense during the lease term. Aggregate payments to be made under the lease
are approximately $324.4 million over the lease term ending October 31, 2016.
Payments under the lease will commence in the three months ended March 31, 2002. This lease limits the
liquidity of $9.3 million of our cash, which is classified as long-term on our
balance sheet.

In August 2000, we entered into a lease agreement commencing August 24, 2000
for our corporate headquarters in Foster City, California, including all
improvements related to this property. Under the lease terms, we are required
to pay lease payments for five years to the lessor. The payments are
calculated based on a floating interest rate applied against a $114 million
principle value. Future minimum lease payments under this lease are calculated
based on the 1-year LIBOR as of December 31, 2001. The agreement was assigned
to a third party lessor under the terms of a lease finance structure. This
structure also required the creation and maintenance of a cash collateral
account that limits the liquidity of $119.6 million of our cash, which is
classified as long-term on our balance sheet.. At the end of the lease term, we
have the option to buy the building for $114 million or to extend the lease. If
we elect not to purchase the building or extend the lease, we have guaranteed
to compensate the lessor for the difference between the market value of the
building and $114 million, limited upwards to a maximum amount of $101 million
(residual value guarantee).

Our capital and liquidity requirements depend on numerous factors, including
market acceptance of our products, economic conditions impacting our revenue
generation, the resources we devote to developing, marketing, selling and
supporting our products, the timing and extent of establishing international
operations, the resources we commit to facilities, the timing and extent of our
investments, the value of our investments in equity securities and real estate,
acquisition costs, and the ability to raise capital and other factors. We
believe that we have adequate cash resources to fund operations for more than
the next twelve months.

Factors Affecting Operating Results

Interested persons should carefully consider the risks described below in
evaluating us. Additional risks and uncertainties not presently known to us or
that we currently consider immaterial may also impair our business operations.
If any of the following risks actually occur, our business, financial condition
or results of operations could be materially adversely affected. In that case,
the trading price of our Common Stock could decline.

OUR FUTURE GROWTH DEPENDS ON THE COMMERCIAL SUCCESS OF EACH OF OUR SOFTWARE
PRODUCTS AND OUR ABILITY TO TRANSITION OUR PRODUCTS AND STRATEGIES TO SERVE
ENTERPRISE CUSTOMERS.

Our future growth substantially depends on the commercial success of our
Traffic Server network cache product and its associated product family, our
Content Delivery Suite, our Media Products, and our content networking
applications including Traffic Core, Traffic Edge, Traffic Controller and
Inktomi Media Publisher. The markets for these products are in their early
stages and we cannot be sure that our target customers will widely adopt and
deploy these technologies throughout their networks. Demand for our products
has fluctuated significantly over the past few quarters as our core
telecommunications and network service provider customers and prospects have
deferred and downsized purchases, and as the Content Delivery Network market
has declined. We expect this business environment to continue for the
foreseeable future, and expect we will need to continue to modify and enhance
our products for multiple market segments including, in particular, the
enterprise market. We are targeting new and adapted products primarily towards
enterprise customers and we expect revenues from these products to be modest
over the next several quarters. We cannot be sure we will be successful in our
development efforts or that our products will gain market traction. Our future
success substantially depends on our ability to generate substantial and
sustained revenues from our existing network software products and new content
networking products in each of our market segments and substantially increase
the number of new and repeat customer transactions.

WE MAY BE UNABLE TO GENERATE SUFFICIENT DEMAND FOR OUR MEDIA PRODUCTS DUE TO
MARKET FACTORS, SOME OF WHICH ARE OUTSIDE OUR CONTROL.

17



---



##### Table of Contents



The streaming media market is in its early stages and sales of our products
into this market to date have been modest and fluctuated from quarter to
quarter. The amount of streaming content available over public networks and
enterprise networks must increase substantially for some of our potential
customers to justify their purchase of our Media Products. These products are
complex which may limit their market acceptance and deployment. Growth in sales
in the service provider space depends on the increased availability and usage
of broadband access to the Internet. We cannot be sure that broadband access to
the Internet will grow fast enough or be utilized by enough persons to create a
sustainable marketplace. In addition, successful business models for the
delivery of streaming media content must be developed in order for there to be
sufficient and sustainable demand in the service provider marketplace. As we
focus on the enterprise content networking market, enterprises building out
their content networks must realize the value of live and on-demand webcasts,
training seminars and other media applications in order for wide adoption of
our products. There can be no assurances that enterprises will adopt streaming
or on-demand media solutions for the operation of their business or networks,
or that our solutions will meet their requirements. Our Media Products rely in
part on continued access to third party technology that enables them to
effectively recognize and stream media. Failure to maintain our current
arrangements to use these third party technologies may adversely affect the
appeal of these products.

OUR BUSINESS WOULD BE HARMED IF CUSTOMERS CHOOSE NOT TO USE OR PROMOTE OUR WEB
SEARCH SERVICES.

Revenues from our Web search services result primarily from the number of
end-user searches processed by our Search Engine. Our agreements with customers
do not require them to direct end-users to our search services or to use our
search services exclusively or at all. Accordingly, revenues from search
services are highly dependent upon the willingness of customers to promote and
use the search services we provide, the ability of our customers to attract
end-users to their online services, the volume of end-user searches that are
processed by our Web search services, and the ability of customers to monetize
traffic from their Web site search pages. Some of our customers have selected
competing search and directory services to operate in combination with our
services, which has reduced the number of queries available for us to serve and
may erode future revenue growth opportunities. The technological barriers for
customers to implement additional services or to replace our services are not
substantial. The market for Internet search is maturing and many smaller and
medium size portals are not profitable, suffer from declining revenue growth
and have limited access to capital to fund operational needs. Many of our
smaller search services customers have elected not to renew their contracts and
our market opportunity from portals has become more limited. As a result, our
Web search revenues are dependent on a relatively few number of major
customers. Economic conditions may lead such customers of our Web search
services to stop paying for such services or to only pay for such services at
highly reduced rates. In order for us to increase revenues from our Search
Engine business, we will need to attract new customers, develop and deliver new
search services, products and features to existing and future customers,
establish deeper strategic relationships with our customers, and increase the
adoption of our Index Connect and Search Submit paid inclusion services for
content publishers. We expect that over time our paid inclusion services for
content publishers will comprise a greater percentage of total Web search
services revenues. Should our large portal customers develop or acquire their
own paid inclusion services or utilize those of our competitors, our business
would be harmed.

GROWTH OF SALES OF OUR ENTERPRISE SEARCH PRODUCTS IS DEPENDENT ON THE
ACCEPTANCE OF SUCH PRODUCTS FOR ENTERPRISE WIDE UTILIZATION.

Our revenue growth is dependent, among other things, upon the growth of sales
of our search software products to enterprises. Such revenues are derived from
software license fees and fees derived from support and upgrades of such
software. A number of factors could cause sales of our enterprise search
products to slow or decline. We face intense competition from companies with
more experience in the marketplace and who offer a broad set of products and
services to our target customers. In addition, these companies have deeper
strategic relationships and have established well developed channels to sell
and distribute their products and services. We historically have sold our
enterprise search products primarily at the departmental level within large
enterprises, through a direct sales force. To expand our market opportunities,
we will need to enhance our product and service offerings, effectively market
our products as enterprise wide search and navigation solutions, develop
channel and licensing programs to extend our reach, and partner with companies
offering complementary products to offer collectively a broader set of
integrated products.

18



---



##### Table of Contents



OUR SUCCESS IN THE ENTERPRISE MARKETPLACE DEPENDS ON OUR ABILITY TO NAVIGATE A
SET OF MARKET AND DEVELOPMENT CHALLENGES.

Our shifting focus towards marketing our products to the enterprise market
introduces new challenges to our business. The enterprise market for network
infrastructure products and applications is in its early stage and the market
may develop more slowly than expected. Large entities with broad applications
or infrastructure suites may pursue our targeted enterprise market with
integrated offerings that preclude the utilization of standalone software
applications such as the ones we are offering. The network infrastructure
based business model for enterprise content delivery for which our software
products support may prove to be an unattractive business model. Enterprises
may base their network infrastructure purchases on available point applications
for which we have limited offerings and limited ability to develop. We will
need to expend resources to develop or acquire additional point applications to
drive growth in the enterprise market. In addition, the point applications that
we currently offer may not provide an effective foothold within the enterprise
to up-sell our infrastructure software.

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE AND RAPIDLY CHANGING AND
WE MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED
COMPANIES WITH GREATER RESOURCES.

We compete in markets that are new, intensely competitive, highly fragmented
and rapidly changing. We have experienced and expect to continue to experience
increased competition from current and potential competitors in each of our
market segments, many of which are bringing new solutions to market,
establishing technology alliances and OEM relationships with larger companies,
and focusing on specific segments of our target markets. In some cases, our
competitors are implementing aggressive pricing and other strategies that are
focused in the short term on building customer bases, name recognition in the
market and capturing market share. This may cause some price pressure on our
products and services in the future.

We directly or indirectly compete against multiple companies with our software
infrastructure products, including Akamai, CacheFlow, Cisco Systems,
InfoLibria, Microsoft, Netscape, Network Appliance, Novell, RealNetworks and
Volera. We are aware of numerous other major software developers as well as
smaller entrepreneurial companies that are focusing significant resources on
developing and marketing products and services that will compete with our
products. We also believe that we may face competition from other providers of
competing solutions to network infrastructure problems, including networking
hardware and software manufacturers, traditional hardware manufacturers,
telecommunications providers, cable TV/communications providers, software
database companies, and large diversified software and technology companies.
Many of these companies provide or have announced their intentions to provide a
range of software and hardware products based on Internet protocols and to
compete in the broad Internet/intranet software market as well as in specific
market segments in which we compete.

In the search software market, our primary competitors include AltaVista,
Autonomy, Dataware, Excalibur, Fulcrum, Lotus, Microsoft and Verity. Other
well-funded and brand recognizable companies have announced their
intention to enter the search software market. We also indirectly compete in
this market with Oracle and other database vendors that offer information
search and retrieval capabilities with their core database products, and Web
platform companies such as Netscape.

We compete with a number of companies to provide Internet search and directory
services and technology. In the Web services marketplace, our primary
competitors include a variety of established and newer companies, including
AltaVista, Ask Jeeves, FAST Search and Transfer, Google, Overture, LookSmart,
Northern Light, and Yahoo. These companies and other competitors have focused
on search result relevance, database size metrics and ease of use to
differentiate their services. In addition, several large media and other
Internet-based companies have made investments in, or acquired, Internet search
engine companies and may seek to develop or customize their products and
services to deliver to our target customers.

Our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements than we can. In addition, our
current and potential competitors may bundle their products with other software
or hardware, including operating systems, browsers and network hardware in a
manner that may discourage users from purchasing products offered by us. Also,
current and potential competitors have or may have greater name recognition,
more extensive customer bases and access to proprietary content. Increased
competition could

19



---



##### Table of Contents



result in price reductions, fewer customer orders, fewer search queries served,
reduced gross margins and loss of market share.

THE NETWORK INFRASTRUCTURE MARKET IS RAPIDLY CHANGING AND WE MUST DEVELOP,
ACQUIRE, AND INTRODUCE NEW PRODUCTS AND TECHNOLOGIES TO GROW OUR REVENUES AND
REMAIN COMPETITIVE.

The network infrastructure market is characterized by rapid technological
change, frequent new product introductions, changes in customer requirements
and evolving industry standards. The introduction of products embodying new
technologies and the emergence of new industry standards could render our
existing products obsolete. Our future success and revenue growth will depend
upon our ability to develop, acquire and introduce a variety of new products
and product enhancements to address the increasingly sophisticated needs of our
customers, particularly in the content networking and enterprise markets. We
have experienced delays in releasing new products and product enhancements and
may experience similar delays in the future. Material delays in introducing new
products and enhancements may cause customers to forego purchases of our
products or to purchase those of our competitors.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE
FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO FALL.

In the short-term, we expect that a substantial portion of our revenues will
come from licenses to a relatively small number of customers, which is
consistent with our historical performance to date. The volume and timing of
orders are difficult to predict because the markets for our products are in
their early stages and the sales cycle varies substantially from customer to
customer. In addition, many customers in our target markets are scrutinizing
their capital spending budgets in light of the current economic conditions, and
other customers have limited access to capital to fund operational needs. These
companies are shifting their buying patterns as a result, taking a more
cautious and measured approach to their network build-out plans. Historically,
customer orders during a quarter, excluding our search related products and
services, have consisted of a small number of multi-million dollar deals and
several other smaller orders ranging from $0.1 million to $0.5 million. The
cancellation, deferral or reduction of even a small number of licenses of any
of our products would reduce our expected revenues, which would adversely
affect our quarterly financial performance. To the extent significant sales
occur earlier than expected, operating results for later quarters may not
compare favorably with operating results from earlier quarters.

Our operating expenses are largely based on anticipated revenue trends and a
high percentage of our expenses are fixed in the short term. Despite our recent
workforce reductions, we expect to continue to make significant investments to
develop and market products for the enterprise and content networking markets,
broaden our customer support capabilities, develop new distribution channels,
and fund greater levels of research and development. A delay in generating or
recognizing revenue for the reasons already discussed or for any other reason
could cause significant variations in our operating results from
quarter-to-quarter and could result in substantial operating losses.

Due to these factors, we believe that quarter-to-quarter comparisons of our
operating results are not a good indication of our future performance. It is
likely that in some future quarter, our operating results may be below the
expectations of public market analysts or investors, and the price of our
Common Stock may fall.

OUR FUTURE REVENUE GROWTH DEPENDS ON OUR ABILITY TO IMPROVE THE EFFECTIVENESS
AND BREADTH OF OUR SALES, DISTRIBUTION AND SUPPORT ORGANIZATIONS.

We will need to improve the effectiveness and breadth of our direct and
indirect sales operations, both domestically and internationally, in order to
increase market awareness and sales of our products. Our products and services
require sophisticated sales efforts targeted at several people within our
prospective customers organizations. Competition for qualified sales personnel
is intense, and we might not be able to hire the kind and number of sales
personnel we are targeting. In addition, we will need to effectively train and
educate our sales force if we are to be successful in our sales related
initiatives including selling into the enterprise market, building out our lead
management system, completing the deployment of our inside sales force, and
improve our overseas sales efforts.

20



---



##### Table of Contents



Our future revenue growth is dependent upon establishing and maintaining
productive relationships with a variety of distribution partners, including
OEMs, resellers, systems integrators and joint marketing partners. We seek to
sign up distribution partners that have a substantial amount of technical and
marketing expertise. Even with this expertise, our distribution partners
generally require a significant amount of training and support from us and this
training often takes several quarters before our distribution partners develop
the expertise and skills necessary to effectively sell our products. We may be
adversely affected if our distribution partners fail to ship products in a
timely manner or according to agreed upon schedules. In recent quarters we have
focused our efforts on entering into OEM relationships with prominent network
hardware providers to bundle our software products into their hardware
offerings. Several risks arise in connection with these relationships including
conflicts with our other sales channels, unpredictable product support
obligations and reliance on such third parties for sales results.

We require highly trained customer service and support personnel. We currently
have a relatively small customer service and support organization and will need
to continue to train our staff to support new customers, new product lines, the
expanding needs of existing customers and the internationalization of our
business. Competition for customer service and support personnel is intense in
our industry due to the limited number of people available with the necessary
technical skills and understanding of the relevant industries including the
Internet, telecommunications and media.

THE LOSS OF A KEY CUSTOMER COULD ADVERSELY AFFECT OUR REVENUES AND BE PERCEIVED
AS A LOSS OF MOMENTUM IN OUR BUSINESS.

We have generated a substantial portion of our historical revenues from a
limited number of customers. We expect that a small number of customers will
continue to account for a substantial portion of revenues for the foreseeable
future. As a result, if we lose a major customer for any reason, including
non-renewal of a customer contract or a failure to meet performance
requirements, or in the case of our Search Engine business if there is a
decline in usage of any customers search service, our revenues would be
adversely affected. Our potential customers and public market analysts or
investors may perceive any such loss as a loss of momentum in our business,
which may adversely affect future opportunities to sell our products and
services and cause our stock price to decline. We cannot be sure that customers
that have accounted for significant revenues in past periods, individually or
as a group, will continue to generate revenues in any future period.

IF WE ARE UNABLE TO MAINTAIN OUR RELATIONSHIPS WITH CUSTOMERS AND THE COMPANIES
THAT SUPPLY AND DISTRIBUTE OUR PRODUCTS, WE MAY HAVE DIFFICULTY SELLING OUR
PRODUCTS AND SERVICES.

We believe that our success in penetrating our target markets depends in part
on our ability to develop and maintain strategic relationships with key
hardware and software vendors, Internet technology and service providers,
distribution partners and customers. We believe these relationships are
important in order to validate our technology, facilitate broad market
acceptance of our products, enhance our product and service offerings, and
expand our sales, marketing and distribution capabilities. If we are unable to
develop these key relationships or maintain and enhance existing relationships
across all of our product and service offerings, we may have difficulty
generating revenues.

We have from time to time licensed components from others such as reporting
functions, security features, and internalization capabilities, and
incorporated them into our products and services. If these licensed components
are not maintained, it could impair the functionality of our products and
services and require us to obtain alternative products from other sources or to
develop this software internally. In either case, this could involve costs and
delays as well as diversion of engineering resources.

THE LEGAL ENVIRONMENT IN WHICH WE OPERATE IS UNCERTAIN AND CLAIMS AGAINST US
COULD CAUSE OUR BUSINESS TO SUFFER.

Our products and services operate in part by making copies of material
available on the Internet and other networks and making this material available
to end-users from a central location or local systems. In addition, our Web
search services collect end-user information, which we use to deliver services
to our customers and our customers use to deliver services to their users. This
creates the potential for claims to be made against us (either directly or
through contractual indemnification provisions with customers) for defamation,
negligence, copyright or trademark infringement, personal injury, invasion of
privacy or under other legal theories based on the nature, content,

21



---



##### Table of Contents



copying, dissemination, collection or use of these materials. These claims have
been threatened against us from time to time and have been brought, and
sometimes successfully pressed, against online service providers. It is also
possible that if any information provided through any of our products or
services contains errors, third parties could make claims against us for losses
incurred in reliance on this information. Although we carry general liability
insurance, our insurance may not cover potential claims of this type or be
adequate to protect us from all liability that may be imposed.

INTERNET-RELATED LAWS COULD ADVERSELY AFFECT OUR BUSINESS.

Laws and regulations that apply to communications and commerce over the
Internet are becoming more prevalent. The United States Congress has enacted
Internet laws regarding childrens privacy, copyrights, taxation and the
transmission of sexually explicit material. The European Union has enacted its
own privacy regulations as well as legislation governing e-commerce, copyrights
and caching. The law of the Internet, however, remains largely unsettled, even
in areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel and taxation apply to the Internet. In addition, the
growth and development of the market for online commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad,
that may impose additional burdens on companies conducting business online. The
adoption, implementation or modification of laws and regulations relating to
the Internet, or interpretations of existing law, could adversely affect our
business.

ANY ACQUISITIONS WE MAKE COULD ADVERSELY AFFECT OUR OPERATIONS OR FINANCIAL
RESULTS.

We have purchased six companies since September 1998 and may invest in or
acquire complementary companies, products and technologies in the future. If we
buy a company, we could have difficulty in assimilating that companys
personnel and operations and maintaining acceptable standards, controls,
procedures and policies. In addition, the key personnel of the acquired company
may decide not to work for us. Also, we could have difficulty in integrating
the acquired technology or products into our operations. There could be
potential unknown liabilities associated with the purchased company. These
difficulties could disrupt our ongoing business, distract our management and
employees and increase our expenses. Furthermore, we may have to incur debt or
issue equity securities to pay for any future acquisitions, the issuance of
which could be dilutive to our stockholders.

WE MAY NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL WE NEED TO SUCCEED.

Our primary asset is the intellectual capabilities of our employees. We are
therefore dependent on recruiting and retaining a strong team of personnel
across all functional areas. Competition for these individuals is intense, and
we may not be able to attract or retain the highly qualified personnel
necessary for our success. Our employment relationships are generally at-will.
We have had key employees leave us in the past and we can make no assurance
that one or more will not leave us in the future. If any of our key employees
were to leave us, we could face substantial difficulty in hiring qualified
successors and could experience a loss in productivity while any such successor
obtains the necessary training and experience. Many of our key employees have
reached or will soon reach the four-year anniversary of their hiring date and
will be fully vested in their initial stock option grants. While our key
employees are typically granted additional stock options to provide additional
incentive to remain with us, the initial option grant is typically the largest
and an employee may be more likely to leave us upon completion of the vesting
period for the initial option grant. In light of current market conditions, we
may undertake programs to retain our employees that may be viewed as dilutive
to our shareholders. We do not have key person life insurance policies covering
any of our employees other than our Chief Executive Officer.

OUR EFFORTS TO INCREASE OUR PRESENCE IN MARKETS OUTSIDE OF THE UNITED STATES
MAY BE UNSUCCESSFUL AND COULD RESULT IN LOSSES.

We market and sell our products in the United States and internationally,
principally Europe and Asia. Historically, the percentage of sales to customers
located outside of the United States has varied substantially, reflecting the
limited build-out of our international operations. We have limited experience
in developing localized versions of our products and marketing and distributing
our products internationally. In addition, other inherent risks may apply to
international markets and operations, including:

22



---



##### Table of Contents





| |  |  | the impact of recessions in economies outside the United States;                           
| | - |  | -------------------------------------------------------------------------------------------
|
| |  |  | greater difficulty in accounts receivable collection and longer collection periods;        
|
| |  |  | the impact of changes in foreign currencies, in particular the EUs conversion to the Euro;
|
| |  |  | unexpected changes in regulatory requirements;                                             
|
| |  |  | difficulties and costs of staffing and managing foreign operations;                        
|
| |  |  | potentially adverse tax consequences; and                                                  
|
| |  |  | political and economic instability.                                                        

We also have limited experience operating in foreign countries and managing
multiple offices with facilities and personnel in disparate locations. We may
not be able to manage our resources effectively, coordinate our efforts,
supervise and train our personnel or otherwise successfully manage our
resources. The laws and cultural requirements in foreign countries can vary
significantly from those in the United States. The inability to integrate our
business in these jurisdictions and to address cultural differences may
adversely affect the success of our international operations.

INTELLECTUAL PROPERTY CLAIMS AGAINST US COULD CAUSE OUR BUSINESS TO SUFFER.

Substantial litigation regarding intellectual property rights exists in the
software industry. We expect that software products may be increasingly
vulnerable to third party infringement claims as the number of competitors in
our industry segments grow and the functionality of products in different
industry segments overlaps. We believe that many companies have filed or intend
to file patent applications covering aspects of their technology that they may
claim our technology infringes. Some of these companies have sent copies of
their patents to us for informational purposes. We cannot be sure that these
parties will not make a claim of infringement against us with respect to our
products and technology. To this point, in August 2001, Network Caching
Technology L.L.C. (NCT) initiated an action against us that our caching
products violate one or more patents owned by NCT. The complaint seeks
compensatory and other damages and injunctive relief. This case, and any
future actions initiated against us, will be time consuming and expensive to
defend, will direct managements attention and resources, and could cause
product shipment delays or require us to reengineer our products or enter into
royalty or licensing agreements. The royalty or licensing agreements, if
required, may not be available on acceptable terms, if at all.

ANTI-TAKEOVER PROVISIONS CONTAINED IN OUR CHARTER AND UNDER DELAWARE LAW COULD
IMPAIR A TAKEOVER ATTEMPT.

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law prohibiting, under some circumstances, publicly held Delaware
corporations from engaging in business combinations with some stockholders for
a specified period of time without the approval of the holders of substantially
all of our outstanding voting stock. Such provisions could delay or impede the
removal of incumbent directors and could make more difficult a merger, tender
offer or proxy contest involving us, even if such events could be beneficial,
in the short term, to the interests of the stockholders. In addition, such
provisions could limit the price that some investors might be willing to pay in
the future for shares of our Common Stock. These provisions, in addition to
provisions contained in our charter, may have the effect of deterring hostile
takeovers or delaying changes in our control or management.

OUR STOCK PRICE IS VOLATILE.

The market price of our Common Stock has been and may continue to be subject to
wide fluctuations. Our stock price may fluctuate in response to a number of
events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products by us or our
competitors, announcements of technological alliances and partnerships, changes
in financial estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that investors may
deem comparable, and news

23



---



##### Table of Contents



reports relating to trends in our markets. In addition, the stock market in
general, and the market prices for Internet-related companies in particular,
have experienced extreme volatility that often has been unrelated to the
operating performance of such companies. These broad market and industry
fluctuations may adversely affect the price of our stock, regardless of our
operating performance. In the past, companies that have experienced volatility
in the market price of their stock have been the subjects of securities class
action litigation. If we were the subject of securities class action
litigation, it could result in substantial costs and a diversion of
managements attention and resources.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not use derivative financial instruments to hedge interest rate and
foreign currency exposure. We limit our interest rate risks by placing our
marketable securities investments with high quality issuers principally in
United States government and corporate debt securities with terms of less than
two years. We do not expect any material losses from our marketable securities
investments and believe that our interest rate exposure is modest. We sell our
products and services in the United States and abroad. Historically, the
percentage of sales to customers located outside the United States has varied
substantially. We currently transact substantially all of our revenues, whether
domestic or abroad, in United States currency. Our expenditures and
consolidated financial results could be affected by a change in the exchange
rate of the U.S. Dollar versus a foreign currency.

24



---



##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings.

See our Annual Report on Form 10-K filed with the Commission on December 31,
2001 for a current description of legal proceedings.




Item 6. Exhibits and Reports on Form 8-K

|          |  |                                                                                                                                                             |  |  |  | 
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|EXHIBIT   |  |                                                                                                                                                             |  |  |  | 
|NUMBER    |  | DESCRIPTION                                                                                                                                                 |  |  |  | 
|          |  |                                                                                                                                                             |  |  |  | 
|3.2(3)    |  | Amended and Restated Certificate of Incorporation of Inktomi.                                                                                              
|3.2a(6)   |  | Amendment to Amended and Restated Certificate of Incorporation of Inktomi.                                                                                 
|3.2b(12)  |  | Amendment to Amended and Restated Certificate of Incorporation of Inktomi.                                                                                 
|3.4(3)    |  | Bylaws of Inktomi.                                                                                                                                         
|4.1(3)    |  | Specimen Common Stock Certificate.                                                                                                                         
|10.1(3)   |  | Form of Indemnification Agreement between Inktomi and each of its directors and officers.                                                                  
|10.2(16)  |  | 1998 Stock Plan and form of agreement thereunder.                                                                                                          
|10.3(3)   |  | 1998 Employee Stock Purchase Plan and form of agreements thereunder.                                                                                       
|10.4(3)   |  | 1996 Equity Incentive Plan and form of agreement thereunder.                                                                                               
|10.5(3)   |  | Fifth Amended and Restated Investors Rights Agreement dated as February 13, 1998 among
Inktomi and certain of its security holders named therein.         
|10.6(3)   |  | Executive Employment Agreement dated as of July 1, 1996 between Inktomi and David C.
Peterschmidt.                                                         
|10.7(10)  |  | Agreement of Sublease dated July 1, 1998 by and between Designs, Inc. and Atreve Software, Inc.                                                            
|10.8(11)  |  | First Amended and Restated Lease Agreement between Parkside Towers Co-Tenancy and Inktomi.                                                                 
|10.9      |  | Reserved for future use.                                                                                                                                   
|10.10(13) |  | Ultraseek Stock Option Plan and form of agreement thereunder.                                                                                              
|10.11(14) |  | Purchase and Sale Agreement dated June 30, 2000 by and between WHFST Real Estate Limited
Partnership and Inktomi.                                          
|10.12(14) |  | First Amendment to Purchase and Sale Agreement dated as of July 14, 2000 by and between WHFST
Real Estate Limited Partnership and Inktomi.                 
|10.13(12) |  | Preferred Stock Rights Agreement dated as of August 10, 2000 between Inktomi and Wells Fargo
Shareowners Services.                                         
|10.14     |  | Reserved for future use.                                                                                                                                   
|10.15     |  | Reserved for future use.                                                                                                                                   
|10.16(1)  |  | Office Lease dated October 9, 1998 between Inktomi and WHFST Real Estate Limited Partnership,
a Delaware limited partnership.                              
|10.17(4)  |  | C2B Technologies Inc. (formerly BeyondNews, Inc.) 1997 Stock Plan and form of agreement
thereunder.                                                        
|10.18(2)  |  | Registration Rights Agreement dated September 25, 1998 between Inktomi and former stockholders
of C2B Technologies Inc. (included in Exhibit 2.1).         
|10.19(16) |  | 1998 Nonstatutory Stock Option Plan and form of agreement thereunder.                                                                                      
|10.20(5)  |  | Declaration of Registration Rights dated April 30, 1999 for the benefit of former Impulse! Buy
Network, Inc. stockholders (included in Exhibit 2.2).       
|10.21(1)  |  | Amended and Restated Loan and Security agreement dated as of September 2, 1998 between Inktomi
and Silicon Valley Bank.                                    
|10.22(6)  |  | Amendment dated January 28, 1999 to Amended and Restated Loan and Security Agreement dated as
of September 2, 1998 between Inktomi and Silicon Valley Bank.
|10.23(8)  |  | Impulse! Buy Network, Inc. 1997 Stock Plan and form of agreement thereunder.                                                                               
|10.24(9)  |  | WebSpective Software, Inc. (formerly Atreve Software, Inc.) 1997 Stock Option Plan and form of
agreement thereunder.                                       

25



---



##### Table of Contents



|          |  |                                                                                                                                                                                                                                                                                    |  |  |  | 
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|EXHIBIT   |  |                                                                                                                                                                                                                                                                                    |  |  |  | 
|NUMBER    |  | DESCRIPTION                                                                                                                                                                                                                                                                        |  |  |  | 
|          |  |                                                                                                                                                                                                                                                                                    |  |  |  | 
|10.25(7)  |  | Declaration of Registration Rights dated October 1, 1999 for the benefit of former WebSpective
Software, Inc. stockholders (included in Exhibit 2.3).                                                                                                                             
|10.26(16) |  | Amendment to 1996 Equity Incentive Plan.                                                                                                                                                                                                                                          
|10.27(16) |  | Amendment to C2B Technologies 1997 Stock Plan                                                                                                                                                                                                                                     
|10.28(16) |  | Amendment to Impulse! Buy Network, Inc. 1997 Stock Plan.                                                                                                                                                                                                                          
|10.29(16) |  | Amendment to WebSpective Software, Inc. 1997 Stock Plan.                                                                                                                                                                                                                          
|10.30(15) |  | FastForward Networks, Inc. 1998 Stock Plan and form of agreement thereunder.                                                                                                                                                                                                      
|10.31(17) |  | Amendment to the Ultraseek Stock Option Plan.                                                                                                                                                                                                                                     
|10.32(17) |  | Amendment to the FastForward Networks, Inc. 1998 Stock Plan.                                                                                                                                                                                                                      
|10.33(18) |  | Participation Agreement dated August 24, 2000 between Inktomi, Wilmington Trust Company,
Wilmington Trust FSB, Deutsche Bank AG, New York, Deutsche Bank AG, New York and/or Cayman
Islands Branch and Deutsche Bank Securities, Inc. and the amendment thereto dated May 7, 2001.
|10.34(19) |  | Amendment dated October 23, 2001 to the Participation Agreement between Wilmington Trust
Company, Wilmington Trust FSB, Deutsche Bank AG, New York, Deutsche Bank AG, New York and/or
Cayman Islands Branch and Deutsche Bank Securities, Inc.                                    
|10.35(18) |  | Employee Loan Agreement dated April 30, 2001 between Inktomi and Edward Hally.                                                                                                                                                                                                    
|10.36(19) |  | Promissory Notes dated December 10, 2001 and December 18, 2001, respectively, executed by
David Peterschmidt for the benefit of Inktomi Corporation.                                                                                                                              



---

|     |                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Incorporated by reference from Inktomis Registration Statement on
Form S-1 (Reg. No. 333-66661), as amended.                                  
|    
|(2)  | Incorporated by reference from Inktomis Current Report on Form 8-K
filed with the Commission on October 9, 1998, as amended November 2,
1998. 
|    
|(3)  | Incorporated by reference from Inktomis Registration Statement on
Form S-1 (Reg. No. 333-50247), as amended.                                  
|    
|(4)  | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-71037).                                              
|    
|(5)  | Incorporated by reference from Inktomis Current Report on Form 8-K
filed with the Commission on May 13, 1999.                                 
|    
|(6)  | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on May 17, 1999.                              
|    
|(7)  | Incorporated by reference from Inktomis Current Report on Form 8-K
filed with the Commission on October 15, 1999, as amended November 5,
1999.
|    
|(8)  | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-80195).                                              
|    
|(9)  | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-89581).                                              
|    
|(10) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on February 14, 2000.                         
|    
|(11) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on May 15, 2000.                              

26



---



##### Table of Contents



|     |                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------
|(12) | Incorporated by reference from Inktomis Current Report on Form 8-A
filed with the Commission on August 11, 2000.     
|    
|(13) | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-42102).                     
|    
|(14) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on August 14, 2000.  
|    
|(15) | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-49874)                      
|    
|(16) | Incorporated by reference from Inktomis Annual Report on Form 10-K/A
filed with the Commission on January 2, 2001.   
|    
|(17) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on February 14, 2001.
|    
|(18) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on May 14, 2001.     
|    
|(19) | Incorporated by reference from Inktomis Annual Report of Form 10-K
filed with the Commission on December 31, 2001.   



|(b) |  | REPORTS ON FORM 8-K
|--- |  | -------------------

On October 9, 2001 we filed a Current Report on Form 8-K/A to amend our Current
Report on Form 8-K, filed August 16, 2001. The purpose of this amendment was
to amend Exhibit 99.2 to that Form 8-K. Exhibit 99.2 contained Selected
Consolidated Financial Data.

On October 26, 2001 we filed a Current Report on Form 8-K to update various
disclosure items in the filings made by Inktomi Corporation under the
Securities Exchange Act of 1934. Attached as exhibits to this Current Report
were the following items:



| |  | The Second Amendment to Participation Agreement between Inktomi,
Wilmington Trust Company, Wilmington Trust FSB, Deutsche Bank AG, New
York Branch, Deutsche Bank AG, New York and/or Cayman Islands Branch, and
Deutsche Banc Alex. Brown Inc. f/k/a Deutsche Bank Securities, Inc.,
dated October     , 2001
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Press Release dated October 1, 2001 of Inktomi Corporation                                                                                                                                                                                                                                                    
| 
| |  | Press Release dated October 18, 2001 of Inktomi Corporation                                                                                                                                                                                                                                                   
| 
| |  | Press Release dated October 26, 2001 of Inktomi Corporation                                                                                                                                                                                                                                                   

On October 31, 2001 we filed a Current Report on Form 8-K reporting that
Inktomi Corporation entered into a purchase agreement with Merrill Lynch & Co.
and Thomas Weisel Partners LLC, as underwriters, in connection with an offering
of Inktomi Corporation common stock. Copies of the Purchase Agreement and of
the press release announcing the offering were attached as exhibits to this
Current Report.

27



---



##### Table of Contents






SIGNATURE

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



| |  | Inktomi Corporation
| |  | -------------------



|Date: February 14, 2002 | By: | /s/ JERRY M. KENNELLY
Jerry M. Kennelly,
Executive Vice President and
Chief Financial Officer
(duly authorized officer and
principal financial officer)
|----------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

28



---



##### Table of Contents






EXHIBIT INDEX

|          |  |                                                                                                                                                             |  |  |  | 
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|EXHIBIT   |  |                                                                                                                                                             |  |  |  | 
|NUMBER    |  | DESCRIPTION                                                                                                                                                 |  |  |  | 
|          |  |                                                                                                                                                             |  |  |  | 
|3.2(3)    |  | Amended and Restated Certificate of Incorporation of Inktomi.                                                                                              
|3.2a(6)   |  | Amendment to Amended and Restated Certificate of Incorporation of Inktomi.                                                                                 
|3.2b(12)  |  | Amendment to Amended and Restated Certificate of Incorporation of Inktomi.                                                                                 
|3.4(3)    |  | Bylaws of Inktomi.                                                                                                                                         
|4.1(3)    |  | Specimen Common Stock Certificate.                                                                                                                         
|10.1(3)   |  | Form of Indemnification Agreement between Inktomi and each of its directors and officers.                                                                  
|10.2(16)  |  | 1998 Stock Plan and form of agreement thereunder.                                                                                                          
|10.3(3)   |  | 1998 Employee Stock Purchase Plan and form of agreements thereunder.                                                                                       
|10.4(3)   |  | 1996 Equity Incentive Plan and form of agreement thereunder.                                                                                               
|10.5(3)   |  | Fifth Amended and Restated Investors Rights Agreement dated as February 13, 1998 among
Inktomi and certain of its security holders named therein.         
|10.6(3)   |  | Executive Employment Agreement dated as of July 1, 1996 between Inktomi and David C.
Peterschmidt.                                                         
|10.7(10)  |  | Agreement of Sublease dated July 1, 1998 by and between Designs, Inc. and Atreve Software, Inc.                                                            
|10.8(11)  |  | First Amended and Restated Lease Agreement between Parkside Towers Co-Tenancy and Inktomi.                                                                 
|10.9      |  | Reserved for future use.                                                                                                                                   
|10.10(13) |  | Ultraseek Stock Option Plan and form of agreement thereunder.                                                                                              
|10.11(14) |  | Purchase and Sale Agreement dated June 30, 2000 by and between WHFST Real Estate Limited
Partnership and Inktomi.                                          
|10.12(14) |  | First Amendment to Purchase and Sale Agreement dated as of July 14, 2000 by and between WHFST
Real Estate Limited Partnership and Inktomi.                 
|10.13(12) |  | Preferred Stock Rights Agreement dated as of August 10, 2000 between Inktomi and Wells Fargo
Shareowners Services.                                         
|10.14     |  | Reserved for future use.                                                                                                                                   
|10.15     |  | Reserved for future use.                                                                                                                                   
|10.16(1)  |  | Office Lease dated October 9, 1998 between Inktomi and WHFST Real Estate Limited Partnership,
a Delaware limited partnership.                              
|10.17(4)  |  | C2B Technologies Inc. (formerly BeyondNews, Inc.) 1997 Stock Plan and form of agreement
thereunder.                                                        
|10.18(2)  |  | Registration Rights Agreement dated September 25, 1998 between Inktomi and former stockholders
of C2B Technologies Inc. (included in Exhibit 2.1).         
|10.19(16) |  | 1998 Nonstatutory Stock Option Plan and form of agreement thereunder.                                                                                      
|10.20(5)  |  | Declaration of Registration Rights dated April 30, 1999 for the benefit of former Impulse! Buy
Network, Inc. stockholders (included in Exhibit 2.2).       
|10.21(1)  |  | Amended and Restated Loan and Security agreement dated as of September 2, 1998 between Inktomi
and Silicon Valley Bank.                                    
|10.22(6)  |  | Amendment dated January 28, 1999 to Amended and Restated Loan and Security Agreement dated as
of September 2, 1998 between Inktomi and Silicon Valley Bank.
|10.23(8)  |  | Impulse! Buy Network, Inc. 1997 Stock Plan and form of agreement thereunder.                                                                               
|10.24(9)  |  | WebSpective Software, Inc. (formerly Atreve Software, Inc.) 1997 Stock Option Plan and form of
agreement thereunder.                                       
|10.25(7)  |  | Declaration of Registration Rights dated October 1, 1999 for the benefit of former WebSpective
Software, Inc. stockholders (included in Exhibit 2.3).      
|10.26(16) |  | Amendment to 1996 Equity Incentive Plan.                                                                                                                   
|10.27(16) |  | Amendment to C2B Technologies 1997 Stock Plan                                                                                                              
|10.28(16) |  | Amendment to Impulse! Buy Network, Inc. 1997 Stock Plan.                                                                                                   
|10.29(16) |  | Amendment to WebSpective Software, Inc. 1997 Stock Plan.                                                                                                   
|10.30(15) |  | FastForward Networks, Inc. 1998 Stock Plan and form of agreement thereunder.                                                                               

29



---



##### Table of Contents



|          |  |                                                                                                                                                                                                                                                                                    |  |  |  | 
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|EXHIBIT   |  |                                                                                                                                                                                                                                                                                    |  |  |  | 
|NUMBER    |  | DESCRIPTION                                                                                                                                                                                                                                                                        |  |  |  | 
|          |  |                                                                                                                                                                                                                                                                                    |  |  |  | 
|10.31(17) |  | Amendment to the Ultraseek Stock Option Plan.                                                                                                                                                                                                                                     
|10.32(17) |  | Amendment to the FastForward Networks, Inc. 1998 Stock Plan.                                                                                                                                                                                                                      
|10.33(18) |  | Participation Agreement dated August 24, 2000 between Inktomi, Wilmington Trust Company,
Wilmington Trust FSB, Deutsche Bank AG, New York, Deutsche Bank AG, New York and/or Cayman
Islands Branch and Deutsche Bank Securities, Inc. and the amendment thereto dated May 7, 2001.
|10.34(19) |  | Amendment dated October 23, 2001 to the Participation Agreement between Wilmington Trust
Company, Wilmington Trust FSB, Deutsche Bank AG, New York, Deutsche Bank AG, New York and/or
Cayman Islands Branch and Deutsche Bank Securities, Inc.                                    
|10.35(18) |  | Employee Loan Agreement dated April 30, 2001 between Inktomi and Edward Hally.                                                                                                                                                                                                    
|10.36(19) |  | Promissory Notes dated December 10, 2001 and December 18, 2001, respectively, executed by
David Peterschmidt for the benefit of Inktomi Corporation.                                                                                                                              



---

|     |                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Incorporated by reference from Inktomis Registration Statement on
Form S-1 (Reg. No. 333-66661), as amended.                                  
|    
|(2)  | Incorporated by reference from Inktomis Current Report on Form 8-K
filed with the Commission on October 9, 1998, as amended November 2,
1998. 
|    
|(3)  | Incorporated by reference from Inktomis Registration Statement on
Form S-1 (Reg. No. 333-50247), as amended.                                  
|    
|(4)  | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-71037).                                              
|    
|(5)  | Incorporated by reference from Inktomis Current Report on Form 8-K
filed with the Commission on May 13, 1999.                                 
|    
|(6)  | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on May 17, 1999.                              
|    
|(7)  | Incorporated by reference from Inktomis Current Report on Form 8-K
filed with the Commission on October 15, 1999, as amended November 5,
1999.
|    
|(8)  | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-80195).                                              
|    
|(9)  | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-89581).                                              
|    
|(10) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on February 14, 2000.                         
|    
|(11) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on May 15, 2000.                              
|    
|(12) | Incorporated by reference from Inktomis Current Report on Form 8-A
filed with the Commission on August 11, 2000.                              
|    
|(13) | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-42102).                                              
|    
|(14) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on August 14, 2000.                           
|    
|(15) | Incorporated by reference from Inktomis Registration Statement on
Form S-8 (Reg. No. 333-49874)                                               

30



---



##### Table of Contents



|     |                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------
|(16) | Incorporated by reference from Inktomis Annual Report on Form 10-K/A
filed with the Commission on January 2, 2001.   
|    
|(17) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on February 14, 2001.
|    
|(18) | Incorporated by reference from Inktomis Quarterly Report on Form
10-Q filed with the Commission on May 14, 2001.     
|    
|(19) | Incorporated by reference from Inktomis Annual Report of Form 10-K
filed with the Commission on December 31, 2001.   

31