<PAGE>

                                  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, 1999


                         Commission File Number 0-24339

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

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

                             4100 EAST THIRD AVENUE
                          FOSTER CITY, CALIFORNIA 94404
                    (Address of principal executive offices)

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


     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 as of
January 31, 2000 was 108,720,739.
<PAGE>


                               INKTOMI CORPORATION

                                    FORM 10-Q
                     FOR THE QUARTER ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                                                           PAGE

PART I  FINANCIAL INFORMATION:

        Item 1. Financial Statements (unaudited)

                  a)   Condensed Consolidated Statements of Operation for the
                       three months ended December 31, 1999 and 1998.....     2

                  b)   Condensed Consolidated Balance Sheets as of December
                       31, 1999 and September 30, 1999...................     3

                  c)   Condensed Consolidated Statements of Cash Flows for the
                       three months ended December 31, 1999 and 1998.....     4

                  d)   Notes to Unaudited Condensed Consolidated Financial
                       Statements........................................     5

         Item 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations................     8


PART II  OTHER INFORMATION:

         Item 6.  Exhibits and Reports on Form 8-K.......................    21

Signature................................................................    22


     This report on Form 10-Q 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. 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 rapid
expansion of our business, including the expansion of our network products and
portal services, our ability to develop multiple applications, our planned
introduction of new products and services, the possibility of acquiring
complementary businesses, products, services and technologies and our
development of relationships with providers of leading Internet technologies.
Although we believe that 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, including under the
heading "Factors Affecting Operating Results" contained in Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of Operations." 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.

     Inktomi was incorporated in California in February 1996 and reincorporated
in Delaware in February 1998. In this report, "Inktomi," "the Company," "our,"
"us," "we" and similar expressions refer to Inktomi Corporation and its
subsidiaries.

                                       1
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

INKTOMI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION

(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
                                                ---------------------------------------
                                                             FOR THE THREE
                                                              MONTHS ENDED
                                                              DECEMBER 31,
                                                 ---------------------------------------
                                                       1999                 1998
                                                 ---------------------------------------
<S>                                              <C>                  <C>
Revenues
  Network products                               $        22,137      $        5,575
  Portal services                                         13,990               5,264
                                                 ------------------   ------------------
    Total revenues                                        36,127              10,839

Operating expenses
  Cost of revenues                                         5,921               2,295
  Sales and marketing                                     22,710              10,347
  Research and development                                11,016               5,701
  General and administrative                               2,711               1,641
  Acquisition-related costs                                3,999                 --
                                                  ------------------   ------------------
     Total operating expenses                             46,357              19,984
                                                  ------------------   ------------------
Operating loss                                           (10,230)             (9,145)
Other income, net                                          3,815                 664
                                                  ------------------   ------------------
Net loss                                          $       (6,415)      $      (8,481)
                                                  ==================   ==================
Basic and diluted net loss per share              $        (0.06)      $       (0.09)
                                                  ==================   ==================
Shares used in calculating basic and
  diluted net loss per share                             107,960              98,346
                                                   ==================   ==================
</TABLE>





     See Notes to the Unaudited Condensed Consolidated Financial Statements


                                       2
<PAGE>

INKTOMI CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                       --------------------    --------------------
                                                                           DECEMBER 31,           SEPTEMBER 30,
                                                                               1999                  1999
                                                                       --------------------    --------------------
                                                                           (Unaudited)              (Restated)
<S>                                                                    <C>                     <C>
ASSETS
 Current assets
   Cash and cash equivalents                                           $             61,438    $             85,047
   Short-term investments                                                           212,283                 216,890
                                                                       --------------------    --------------------
      Total cash, cash equivalents and
         short-term investments                                                     273,721                 301,937
    Accounts receivable, net                                                         26,775                  23,352
    Prepaid expenses and other current assets                                         3,806                   3,615
                                                                        --------------------   --------------------
       Total current assets                                                         304,302                 328,904
    Investments in equity securities                                                271,621                   8,180
    Property and equipment, net                                                      53,548                  43,329
    Other assets                                                                      2,124                   2,137
                                                                        --------------------   --------------------
       Total assets                                                     $           631,595    $            382,550
                                                                        ====================   ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities
   Current portion of notes payable                                     $             3,444    $              5,513
   Current portion of capital lease obligations                                       3,299                   2,502
   Accounts payable                                                                   3,452                   6,444
   Accrued liabilities                                                               15,817                  14,421
   Deferred revenue                                                                  11,963                   3,389
                                                                         -------------------   --------------------
     Total current liabilities                                                       37,975                  32,269
   Notes payable                                                                      2,893                   4,560
   Capital lease obligations, less current portion                                    4,188                   3,686
   Other liabilities                                                                    811                     729
                                                                         -------------------   --------------------
     Total liabilities                                                               45,867                  41,244

 Stockholders' equity
   Common Stock, $0.001 par value; 300,000
     authorized at December 31, 1999 and
     September 30, 1999; 108,376 at December 31, 1999
     and 107,576 at September 30, 1999                                                  108                     108
   Additional paid-in capital                                                       427,552                 419,558
   Deferred compensation and other                                                   (3,071)                 (3,691)
   Accumulated other comprehensive income                                           243,670                   1,447
   Accumulated deficit                                                              (82,531)                (76,116)
                                                                          ------------------     -------------------
     Total stockholders' equity                                                     585,728                  341,306
                                                                          ------------------     --------------------
     Total liabilities and stockholders' equity                           $         631,595      $           382,550
                                                                          ==================     ====================

</TABLE>



     See Notes to the Unaudited Condensed Consolidated Financial Statements




                                       3
<PAGE>

INKTOMI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>

                                                       ------------------------------------
                                                                   FOR THE THREE
                                                                    MONTHS ENDED
                                                                    DECEMBER 31,
                                                       ------------------------------------
                                                               1999              1998
                                                       ------------------------------------
<S>                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $      (6,415)       $     (8,481)
Adjustments to reconcile net loss to net cash
   used in operating activities
     Depreciation and amortization                             4,375               2,285
     Amortization of deferred compensation                       554                 195
Changes in assets and liabilities:
     Accounts receivable                                      (3,423)             (2,904)
     Prepaid expenses and other assets                          (178)             (1,557)
     Accounts payable                                         (2,992)                349
     Accrued liabilities and other                             1,478               1,144
     Deferred revenue                                          8,574              (1,276)
                                                       ---------------    ----------------
        NET CASH PROVIDED BY (USED IN)
           OPERATING ACTIVITIES                                1,973             (10,245)

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                     (17,974)             (2,820)
     Proceeds from sale of equipment                           3,380                  --
     Investments in equity securities, net                   (21,177)                 --
     Purchases of short term investments, net                  4,607             (35,228)
                                                       ---------------    ------------------
        NET CASH USED IN INVESTING ACTIVITIES                (31,164)            (38,048)

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes payable, net of payments             (3,736)                537
     Payments on obligations under capital
        leases, net                                            1,299                (638)
     Proceeds from note receivable                                66                 527
     Proceeds from issuance of Common Stock,
        net of issuance costs                                     --              88,941
     Proceeds from exercise of stock options
        and warrants                                           7,994               2,543
                                                       ----------------     ----------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES              5,623              91,910

Effect of exchange rates on cash and cash
  equivalents                                                    (41)                 64

                                                       ----------------     ----------------
Increase (decrease) in cash and cash equivalents             (23,609)             43,681

Cash and cash equivalents at beginning of period              85,047              34,222
                                                       -----------------    -----------------
Cash and cash equivalents at end of period             $      61,438        $     77,903
                                                       =================    =================

SUPPLEMENTAL CASH FLOW INFORMATION:

     Cash paid for interest                            $         461        $        532
                                                       =================    ==================
     Assets acquired under capital leases              $          --        $      5,171
                                                       =================    ==================
</TABLE>





     See Notes to the Unaudited Condensed Consolidated Financial Statements


                                       4
<PAGE>


INKTOMI CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1.  BASIS OF PRESENTATION

     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 in the accompanying
condensed consolidated financial statements.

     Certain prior period balances have been reclassified to conform to the
current period presentation.

     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, 1999 filed with
the Securities and Exchange Commission on December 29, 1999 and our current
report on Form 8-K dated December 3, 1999.

NOTE 2. ACQUISITION OF WEBSPECTIVE SOFTWARE, INC.

     In October 1999, we acquired WebSpective Software, Inc. ("WebSpective"), a

developer of software solutions for content and application distribution,
delivery and management, to supplement our network products offerings. We offer
these software solutions as the Inktomi Content Delivery Suite. The acquisition
of WebSpective was accounted for as a pooling of interests. Accordingly, all
financial information included herein has been restated to reflect the combined
operations of Inktomi and WebSpective. We recorded acquisition-related costs of
approximately $4.0 million in the quarter ending December 31, 1999, primarily
for investment banking fees, accounting, legal and other expenses. WebSpective
revenues from inception through September 30, 1999 were $3.2 million.
WebSpective raised $12.4 million through various stock issuances since its
inception in March 1997, and had net losses from inception to September 30, 1999
of $13.5 million. As of December 31, 1999, approximately $0.7 million in
acquisition-related costs were included in accrued liabilities.

NOTE 3. CALCULATION OF NET LOSS PER SHARE

     Shares used in computing basic and diluted net loss per share are based on
the weighted average shares outstanding in each period. The effect of
outstanding stock options and warrants are excluded from the calculation of
diluted net loss per share, as their inclusion would be antidilutive. At
December 31, 1999, options to purchase 17,613,246 shares of Common Stock and
warrants to purchase 2,090,910 shares of Common Stock were outstanding.

<TABLE>
<CAPTION>
                                                     --------------------------------
(In thousands except per share amounts)                FOR THE THREE MONTHS ENDED
                                                             DECEMBER 31,
                                                     --------------------------------
                                                          1999            1998
                                                     --------------------------------
<S>                                                   <C>                 <C>
Net loss                                              $    (6,415)        $   (8,481)
                                                     =============       ============

BASIC AND DILUTED NET LOSS PER SHARE

Shares used in calculating basic and diluted
   net loss per share                                     107,960             98,346
                                                     =============       ============

Basic and diluted net loss per share                  $     (0.06)        $    (0.09)
                                                     =============       ============
</TABLE>


                                       5
<PAGE>


NOTE 4. COMPREHENSIVE NET INCOME (LOSS)

     Effective December 31, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, REPORTING COMPREHENSIVE INCOME. SFAS No.
130 established standards for reporting comprehensive income and their
components in a financial statement. Comprehensive income includes foreign
currency translation gains and losses and unrealized gains and losses on equity
securities that have been previously excluded from net income and reflected
instead in stockholders' equity. The components of comprehensive income are as
follows (in thousands):

<TABLE>
<CAPTION>
                                            -----------------------------------
                                                FOR THE THREE MONTHS ENDED
                                                       DECEMBER 31,
                                            -----------------------------------

                                                  1999             1998
                                            ---------------     ---------------
<S>                                          <C>                  <C>
Net loss                                     $  (6,415)           $  (8,481)

Unrealized gain (loss) on
  available-for-sale securities                242,264                 (240)

Foreign currency translation
  gains (losses)                                   (41)                  64
                                            ---------------     ---------------

Comprehensive net income (loss)              $ 235,808            $  (8,657)
                                            ===============     ===============
</TABLE>


NOTE 5. SEGMENT INFORMATION

     Effective September 30, 1999, the Company 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 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.

     We have two reportable operating segments: the network products division
and the portal services division. The network products division consists of
Inktomi Traffic Server, Content Delivery Suite and associated applications. The
portal services division consists of Inktomi Search Engine, Inktomi Directory
Engine and Inktomi Shopping Engine.

     We evaluate performance and allocate resources based on a variety of
factors, including revenues, operating profit, market potential, customer
commitments and strategic direction. Acquisition-related costs 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. We do not track assets by operating segments.

     Our reportable segments are divisional units that are organized primarily
by technology. The reportable segments are each managed separately because they
offer and distribute distinct technologies and services with different methods
of delivery and customer bases.

                                       6
<PAGE>


     Financial information about segments (in thousands):

<TABLE>
<CAPTION>
                                     FOR THE THREE MONTHS ENDED                FOR THE THREE MONTHS ENDED
                                         DECEMBER 31, 1999                          DECEMBER 31, 1998
                            ---------------------------------------------    --------------------------------
                                                 ACQUISITION
                            NETWORK    PORTAL       RELATED                   NETWORK    PORTAL
                            PRODUCTS   SERVICES      COSTS        TOTAL       PRODUCTS   SERVICES    TOTAL
                            --------   --------  -----------      -----       --------   --------    -----
<S>                          <C>        <C>           <C>      <C>            <C>        <C>       <C>
Revenues..................   $ 22,137   $ 13,990      $   --   $ 36,127       $ 5,575    $ 5,264   $ 10,839

Operating profit (loss)...   $    909   $(7,140)      $(3,999) $(10,230)      $(4,570)   $(4,575)  $ (9,145)
</TABLE>

     One customer exceeded 10% of all network products revenues, and two other
customers each exceeded 10% of network products revenues in the quarters ended
December 31, 1999 and 1998, respectively. One customer exceeded 10% of all
portal services revenues, and two other customers each exceeded 10% of portal
services revenues in the quarters ended December 31, 1999 and 1998,
respectively.

NOTE 6. RECENT ACCOUNTING PRONOUNCEMENTS

     In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 98-1, ACCOUNTING FOR THE
COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE. SOP No. 98-1
provides guidance for determining whether computer software is used for internal
purposes and on how to account for the proceeds of computer software originally
developed or obtained for internal use and then subsequently sold to the public.
It also provides guidance on capitalization of the costs incurred for computer
software developed or obtained for internal use. We believe that the adoption of
SOP No. 98-1 has not had a material impact on our consolidated financial
statements. SOP No. 98-1 is effective for our consolidated financial statements
for the current fiscal year.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. In June
1999, the FASB issued SFAS No. 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT NO. 133 -
AN AMENDMENT OF FASB STATEMENT 133. SFAS No. 133, is effective for fiscal years
beginning after June 15, 2000 and requires that all derivative instruments be
recorded on the balance sheet at fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and the type of hedge transaction. The ineffective portion of all
hedges will be recognized in earnings. We are currently assessing the impact of
this statement. We have not held any derivative instruments or participated in
any hedging activities to date.

NOTE 7. STOCK SPLITS

     On December 3, 1999, we announced a two-for-one stock split (in the form of
a 100% stock dividend) of its Common Stock. Stockholders of record on December
14, 1999 were issued a certificate on December 30, 1999 representing one
additional share of Common Stock for each share of Common Stock held on December
14, 1999.

     On December 29, 1998, our Board of Directors approved a two-for-one stock
split (in the form of a 100% stock dividend) of its Common Stock. Stockholders
of record on January 12, 1999 were issued a certificate on January 27, 1999
representing one additional share of Common Stock for each share of Common Stock
held on January 12, 1999.

     Historical weighted average shares outstanding and loss per share amounts
have been restated to reflect all stock splits and pooling of interests with
acquired companies.


                                       7
<PAGE>


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

     Except for historical information, the discussion in this report contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking
statements as a result of a number of factors, including the risks described in
the section titled "Factors Affecting Operating Results" set forth below.

OVERVIEW

     We were formed in February 1996 to develop and market scalable software
applications designed to significantly enhance the performance and intelligence
of large-scale networks, particularly the Internet. Our applications fall into
two broad categories: network products and portal services.

     Network products revenues are composed of license, consulting, and support
and upgrade fees in connection with Traffic Server, Content Delivery Suite and
Media IXT. License fees are based on the number of CPUs running the software and
are generally recognized upon shipment of the software. Consulting, support and
upgrade fees are recognized ratably over the service period.

     Portal services revenues are composed of revenues generated through our
search engine, directory engine and shopping engine. We generate revenues from
our search engine and directory engine through a variety of contractual
arrangements, which include per-query search fees, search service hosting fees,
advertising revenue, license fees and maintenance fees. Per-query, hosting and
maintenance fees revenues are recognized in the period earned, and advertising
revenues are recognized in the period that the advertisement is displayed. To
date, revenues from the directory engine have not been significant. We are still
refining the business model for our shopping engine. Our contracts currently
provide for payments to Inktomi consisting of transaction fees from
participating online merchants and per-query search fees, advertising revenue
and license, support and maintenance fees from Internet portals and other web
site customers. To date, the revenues from online shopping have consisted
primarily of license fees and non-recurring engineering fees. We believe that
revenues from online shopping will increasingly include transaction fees from
online merchants in the future. Revenues from online shopping are expected to be
modest for the next few quarters.

     The network products segment generated an operating profit of $0.9 million
in the quarter ended December 31, 1999, excluding acquisition-related costs. The
portal services segment generated an operating loss of $7.1 million in the
quarter ended December 31, 1999. For additional segment information, refer to
Note 5, SEGMENT INFORMATION, included in the notes to the condensed consolidated
financial statements, as presented earlier in this Form 10-Q.

     We have not achieved profitability on a quarterly or annual basis, although
the network products division and the search engine and directory business units
in combination were modestly profitable in the quarter ended December 31, 1999.
We currently believe that we will achieve profitability on a quarterly basis
during the latter half of fiscal 2000. However, we expect to continue to incur
significant sales and marketing, product development and administrative expenses
across all lines of business, and in particular in our shopping engine business
as we continue to develop and enhance our shopping technology, solidify and
refine the business model, and initiate new sales and marketing efforts. As a
result, we will need to significantly increase revenues over historical levels
to achieve and maintain profitability.

                                       8
<PAGE>


RESULTS OF OPERATIONS

REVENUES

     Total revenues were $36.1 million in the quarter ended December 31, 1999,
an increase of $25.3 million or 233% over revenues of $10.8 million in the
quarter ended December 31, 1998 and a 33% sequential increase over revenues of
$27.1 million in the quarter ended September 30, 1999. For the quarter ended
December 31, 1999, one customer exceeded 10% of total revenues, and for the
quarter ended December 31, 1998, two other customers each exceeded 10% of total
revenues.

     Network products revenues totaled $22.1 million in the quarter ended
December 31, 1999, an increase of $16.5 million or 297% over revenues of $5.6
million in the quarter ended December 31, 1998. Most of these revenues
represented new Traffic Server license sales. One customer exceeded 10% of all
network products revenues, and two other customers each exceeded 10% of all
network products revenues in the quarters ended December 31, 1999 and 1998,
respectively.

     Portal services revenues totaled $14.0 million in the quarter ended
December 31, 1999, an increase of $8.7 million or 166% over revenues of $5.3
million in the quarter ended December 31, 1998. Most of the increase was the
result of revenues generated from new search and shopping customers. One
customer exceeded 10% of all portal services revenues, and two other customers
each exceeded 10% of portal services revenues in the quarters ended December 31,
1999 and 1998, respectively.

EXPENSES

COST OF REVENUES

     Cost of revenues consists primarily of expenses related to the operation of
our search and shopping services, which are primarily depreciation, network
charges, and royalties for our Media IXT application. Cost of revenues was $5.9
million for the quarter ended December 31, 1999, an increase of $3.6 million or
158% from $2.3 million in the comparable period of fiscal 1998. The increase was
due primarily to increased depreciation and network charges resulting from
continued expansions of our data centers in California and the establishment of
a data center in the United Kingdom during fiscal 1999. We expect cost of
revenues to increase substantially in absolute dollars in the next few quarters
due primarily to anticipated expanded cluster operation costs and increased
royalties for our Media IXT application.

SALES AND MARKETING EXPENSES

     Sales and marketing expenses consist of personnel and related costs for our
direct sales force and marketing staff and marketing programs, including trade
shows and advertising. Sales and marketing expenses were $22.7 million for the
quarter ended December 31, 1999, an increase of $12.4 million or 119% from $10.3
million in the comparable period in fiscal 1998. This increase was primarily due
to an increase in the number of sales and marketing personnel in the United
States and overseas, expenses incurred in connection with attendance at trade
shows and additional marketing programs, and increased sales commissions. We
expect that sales and marketing expenses will increase substantially in absolute
dollars over the next few quarters as we hire additional sales and marketing
personnel, initiate additional marketing programs to support each of our product
lines, and establish sales offices in additional domestic and international
locations.

                                       9
<PAGE>


RESEARCH AND DEVELOPMENT EXPENSES

     Research and development expenses consist primarily of personnel and
related costs for our development and technical support efforts. Research and
development expenses were $11.0 million in the quarter ended December 31, 1999,
an increase of $5.3 million or 93% over expenses of $5.7 million in the
comparable period in fiscal 1998. The increase was primarily due to an increase
in the number of research and development personnel to support expansion of our
search engines and network products businesses, online shopping development, and
increases in quality assurance, technical support and technical publications
personnel. We believe significant investment in research and development is
essential to our future success and expect that research and development
expenses will increase in absolute dollars in future periods. We have not
capitalized any software development expenses to date.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses consist primarily of personnel and
related costs for general corporate functions, including finance, accounting,
human resources, facilities and legal. General and administrative expenses
totaled $2.7 million in the quarter ended December 31, 1999, an increase of $1.1
million or 65% over expenses of $1.6 million in the comparable period in fiscal
1998. This increase was due primarily to an increase in the number of general
and administrative personnel, increased accounting and legal costs incurred in
connection with business activities and purchases related to our new corporate
headquarters in Foster City, California.

ACQUISITION-RELATED COSTS

     In October 1999, we acquired WebSpective Software, Inc. ("WebSpective"), a
developer of software solutions for content and application distribution,
delivery and management, to supplement our network products offerings. The
acquisition of WebSpective was accounted for as a pooling of interests.
Financial results for historical periods were restated to reflect the combined
operations beginning in the quarter ended December 31, 1999. We recorded
acquisition-related costs of approximately $4.0 million in the quarter ending
December 31, 1999, primarily for investment banking fees, accounting, legal and
other expenses. As of December 31, 1999, $0.7 million in acquisition-related
costs were included in accrued liabilities.

OTHER INCOME, NET

     Other income, net includes income on our cash, cash equivalents and
short-term investments, less expenses related to our debt and capital lease
obligations. Other income, net totaled $3.8 million of income in the quarter
ended December 31, 1999 compared to an other income, net of $0.7 million in the
comparable period in fiscal 1998, an increase of $3.1 million or 475%. Most of
this increase was generated from interest income on proceeds from our August
1999 and November 1998 public offerings, and was partially offset by interest
charges on debt and capital lease obligations.

NET LOSS

     We recorded a net loss of $6.4 million or $0.06 per share in the quarter
ended December 31, 1999, compared to $8.5 million or $0.09 per share in the
quarter ended December 31, 1998. The results for the quarter ended December 31,
1999 include nonrecurring acquisition-related costs of $4.0 million incurred in
connection with the acquisition of WebSpective. Excluding these
acquisition-related costs, we recorded a net loss of $2.4 million or $0.02 per
share in the quarter ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

     Cash, cash equivalents and short-term investments totaled $273.7 million at
December 31, 1999, down from $301.9 million at fiscal year-end September 30,
1999. Most of this decrease came from our investments in equity securities and
the purchase of property and equipment, offset by increased cash collections
resulting from additional accounts receivable collection initiatives.

                                       10
<PAGE>


     We had an additional $271.6 million in investments in equity securities at
December 31, 1999. In accordance with generally accepted accounting principles,
we carry the value of our investments at fair market value with any change from
cost or prior value as an adjustment to stockholders' equity. All of our
investments in equity securities are comprised of strategic investments in
Internet companies, the most significant portion being InterNAP Network Services
Corporation, in which we invested $20 million in October 1999. Internet stock
values are volatile and this balance may fluctuate significantly in the future.

     We generated $2.0 million in cash from operations in the quarter ended
December 31, 1999. This compares to $10.2 million used in operations in the
comparable period in fiscal 1998. The increase in cash from operations was
primarily due to a decrease in our net loss from $8.5 million to $6.4 million in
the first quarters of fiscal 1999 and fiscal 2000, respectively, increased cash
collections resulting from additional accounts receivable collection
initiatives, as well as increases in depreciation and amortization and deferred
revenue, offset by a reduction in accounts payable in the quarter ended December
31, 1999.

     We have made significant investments in property and equipment since
inception. These investments consist largely of computer servers, workstations,
networking equipment and leasehold improvements associated with our new
corporate headquarters in Foster City, California. We invested $18.0 million and
$2.8 million, respectively, in the quarters ended December 31, 1999 and 1998
primarily to further expand our Internet search engine service capacity, to
expand cluster operations, to launch and support our online shopping business
and for leasehold improvements. Approximately $3.4 million of the property and
equipment investments made were part of a sale-leaseback transaction in which we
sold furniture and related items to a leasing company and leased the furniture
and related items under new capital lease agreements.

     From time to time, we have used debt and leases to partially finance
capital purchases. At December 31, 1999, we had $13.8 million in total loans and
capitalized lease obligations outstanding. The loans are collateralized by the
underlying assets of the Company, and each capitalized lease is collateralized
by its respective underlying equipment purchased through the lease agreements.
Approximately $6.3 million of our debt at December 31, 1999 was in the form of
bank loans. The bank loans include certain covenants requiring minimum
liquidity, tangible net worth and profitability over time.

     In the quarters ended December 31, 1999 and 1998, we raised $8.0 million
and $2.6 million from stock option exercises and employee stock purchase plan
purchases, respectively.

     Our capital requirements depend on numerous factors, including market
acceptance of our products, the resources we devote to developing, marketing,
selling and supporting our products, the timing and extent of establishing
international operations, the extent and timing of investments, acquisition
costs, and other factors. We expect to devote substantial capital resources to
hire and expand our sales, support, marketing and product development
organizations, to expand marketing programs, to establish additional facilities
worldwide and for other general corporate activities.

YEAR 2000 COMPLIANCE

     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results.

                                       11
<PAGE>


     We utilize a significant number of computer software programs and operating
systems across our company. These programs and operating systems include
proprietary and third party applications used in our Traffic Server network
cache product, our Content Delivery Suite software, our search, directory and
online shopping services, and our internal systems. To the extent that these
applications are unable to appropriately process dates in the calendar year
2000, some level of modification or replacement would be necessary.

     We have reviewed the code and tested our Traffic Server network cache
product, our Content Delivery Suite software, our search, directory and online
shopping services, and our internal systems. Based on these efforts, we believe
that current versions of our products, services and systems correctly function
with year 2000 date codes. Following the change to calendar year 2000, we have
not experienced any material malfunctions in our internal systems and services,
and have not received any formal notice from any of our customers that they
experienced any problems with our software or services related to the calendar
change.

     The costs incurred to perform our assessment of our year 2000 readiness
have not been material, and have consisted primarily of the cost of our project
manager and labor costs for our quality assurance, software development and
information technology personnel.

     Despite investigation and testing by us and our partners, our software
products, and the underlying systems, services and protocols running our
products may contain errors or defects associated with Year 2000 date functions.
We are unable to predict to what extent our business may be affected if our
software or the systems that operate in conjunction with our software experience
a material Year 2000 failure that surfaces some time in the future. Known or
unknown errors or defects that affect the operation of our software could result
in delay or loss of revenue, interruption of search or shopping services,
cancellation of customer contracts, diversion of development resources, damage
to our reputation, increased service and warranty costs, and litigation costs,
any of which could adversely affect our business, financial condition and
results of operations.

FACTORS AFFECTING OPERATING RESULTS

     Interested persons should carefully consider the risks described below in
evaluating Inktomi. 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.

WE HAVE A HISTORY OF OPERATING LOSSES AND NEED TO GENERATE INCREASING REVENUES
TO ACHIEVE AND MAINTAIN PROFITABILITY.

     Inktomi was founded in February 1996 and has a limited operating history.
As of December 31, 1999, we had an accumulated deficit of $82.5 million and have
not achieved profitability. We expect to continue to incur significant sales and
marketing, product development and administrative expenses across all lines of
our business, and in particular in our shopping engine business as we continue
to develop and enhance our shopping technology, solidify and refine the business
model, and initiate new sales and marketing efforts. As a result, we will need
to generate significant revenues to achieve and maintain profitability. Although
our revenues have grown in recent quarters, we cannot be sure that this growth
will continue at the same rate or that we will achieve sufficient revenues for
profitability. If we do achieve profitability, we cannot be sure that we can
sustain or increase profitability on a quarterly or annual basis in the future.

                                       12
<PAGE>


OUR BUSINESS SUBSTANTIALLY DEPENDS UPON THE SUCCESS OF OUR TRAFFIC SERVER
PRODUCT AND CONTENT DISTRIBUTION SUITE.

     Our future growth substantially depends on the commercial success of our
Traffic Server network cache product and our Content Distribution Suite. We are
targeting several market segments for these products, including
telecommunications carriers, Internet service providers, Internet hosting
providers, OEM customers, large enterprise customers and content providers. Our
ability to generate substantial and sustained revenues from these products is
dependent upon achieving sales penetration in each of these market segments and
significantly increasing the number of new and repeat customer transactions. The
market for large-scale network caching and content distribution is in its early
stages, and we are not sure our target customers will widely adopt and deploy
these technologies throughout their networks. Even if they do so, they may not
choose our network products, because they do not include the features they
require, they wish to outsource content delivery services to a third party
vendor rather than directly implement caching in their networks, or for
technical, cost, support or other reasons.

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

     Revenues from our search and directory services result primarily from the
number of end-user searches that are processed by our search engine and
directory engine and the level of advertising revenue generated by our Internet
portal and other web site customers. Our agreements with customers do not
require them to direct end-users to our search or directory services or to use
our search or directory services exclusively or at all. Accordingly, revenues
from search and directory services are highly dependent upon the willingness of
customers to promote and use the search and directory 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 search engine and
directory engine, and the ability and willingness of customers to sell
advertisements on the Internet pages viewed by end-users. 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 beginning to
mature. In order for us to continue to grow revenues from our search engine
business at historical rates, we will need to continue to continue to sign up an
increasing number of new customers, develop and deliver new search services and
features to existing and future customers, establish deeper strategic
relationships with our customers and broaden our market opportunities.

THE ONLINE SHOPPING MARKET IS RAPIDLY EVOLVING AND OUR SUCCESS IS DEPENDENT ON
MANY FACTORS OUTSIDE OF OUR CONTROL.

     The online shopping market is in a rapid state of evolution with a wide
variety of online companies expending substantial funds to develop brand
recognition and large bases of end-user consumers. We are still refining the
business model for our Internet shopping engine in light of this rapidly
changing business environment. Many of our portal customers are new to online
commerce and have limited experience in promoting shopping transactions through
their web sites. The success of our shopping engine will largely depend on a
variety of factors, many of which are outside of our control. These factors
include:

     -    our ability to establish and maintain strong relationships with
          customers and online merchants;

     -    increasing end-user traffic and transactions across our customers' web
          sites;

     -    our ability to assemble a robust and varied database of products of
          interest to end-user consumers;

     -    the ability and willingness of our customers to promote our shopping
          services on their web sites;

     -    the dollar volume of online purchases made by end users of our
          customers' web sites; and

                                       13
<PAGE>

     -    the level of advertising revenues generated by customers.

     We have made significant investments in our online shopping business and
expect to continue to do so. These investments have been and will continue to be
required in advance of generating revenues, which have consisted primarily of
license fees and non-recurring engineering fees to date and are expected to be
modest for the next few quarters. We cannot be sure that our entry into the
online shopping business will be successful.

WE HAVE EXPERIENCED SOME DIFFICULTIES AND DELAY IN IMPLEMENTING OUR ONLINE
SHOPPING SERVICE.

     We launched the first commercial version of our Internet shopping engine in
mid-1999. Our shopping engine is designed to collect and organize vast amounts
of electronic information from online merchants and publishers of comparative
product information. The shopping engine is also designed to track and confirm
purchases made by end-users of our customers' services and to generate invoices
for our online merchants to pay revenue-sharing amounts to us. These are highly
complex tasks. We have experienced some difficulty and delays in implementing
our shopping service, stabilizing and optimizing our product database,
consistently tracking end user consumer purchases and rolling out new features.
We anticipate that resolving current technological challenges, developing
required features to meet current customer commitments, and developing and
deploying new features will require significant additional expenses and
management and development resources.

THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE 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 well-funded early-stage companies that are focused in the short
term on building customer bases and name recognition in the market. This may
cause some price pressure on our products and services in the future.

     We directly compete against several companies in the network cache and
content distribution market, including Akamai, CacheFlow, Cisco Systems,
InfoLibria, Microsoft, Netscape, Network Appliance, Novell and Spyglass. We also
compete against freeware caching solutions including CERN, Harvest and Squid. 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 network 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.

                                       14
<PAGE>


     We compete with a number of companies to provide Internet search and
directory services. Traditionally, our competitors have provided
search/directory services directly to end-users through their own web sites and
have supplied search/directory services to third party web sites as a supplement
to this business. However, we are facing increased competition from several
newer competitors that are following our business model of providing Internet
search/directory services primarily to Internet portals and other web site
customers. These newer competitors have focused on search result relevance and
ease of use in providing their services. We currently compete with companies
including Alta Vista, Ask Jeeves, Direct Hit Technologies, FAST Search and
Transfer, Google, Infoseek, LookSmart, Lycos, Netscape Open Directory and
Northern Light. In addition, large media companies, such as The Walt Disney
Company and NBC Enterprises, and other Internet-based companies such as America
Online and Excite@Home, have recently made investments in or acquired Internet
search engine companies. Other large media enterprises may also enter or expand
their presence in the Internet search and directory market, either directly or
indirectly through collaborations or other strategic alliances.

     The market for our shopping engine application is rapidly evolving and
intensely competitive. Our current and potential competitors include other
providers of shopping technologies and services including Frictionless Commerce,
InfoSpace, Deal Time and mySimon, third party merchant aggregators including
Affinia, shopping wallet providers including Brodia and Gator, affiliate
services including BeFree and Linkshare, and Internet portals and other captive
marketplace web sites, including Amazon.com, America Online, Excite@Home, Lycos
and Yahoo!. We believe the principal factors that will draw end-users to an
online shopping application include brand availability, selection, personalized
services, convenience, price, accessibility, customer service, quality of search
tools, quality of content, and reliability and speed of fulfillment for products
ordered. Many of these factors are determined by Inktomi's partners, and Inktomi
has little or no control over them.

     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 and browsers, in a manner that may
discourage users from purchasing products offered by us. Also, current and
potential competitors have greater name recognition, more extensive customer
bases and access to proprietary content. Increased competition could result in
price reductions, fewer customer orders, fewer search queries served, fewer
online commerce transactions and traffic, reduced gross margins and loss of
market share.

THE INTERNET INFRASTRUCTURE MARKET IS RAPIDLY CHANGING AND WE MUST DEVELOP AND
INTRODUCE NEW PRODUCTS AND TECHNOLOGIES TO REMAIN COMPETITIVE.

     Rapid technological change, frequent new product introductions, changes in
customer requirements and evolving industry standards characterize the Internet
infrastructure market. The introduction of products embodying new technologies
and the emergence of new industry standards could render our existing products
obsolete. Our future success will depend upon our ability to develop and
introduce a variety of new products and product enhancements to address the
increasingly sophisticated needs of our customers. The increasing scope of our
business has led us to allocate additional resources to our current business
opportunities and fewer resources to longer-term projects. 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.

                                       15
<PAGE>


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 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. In addition, potential customers of
Inktomi 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. Also, 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 DO NOT MEET PERFORMANCE REQUIREMENTS IN OUR PORTAL SERVICES AGREEMENTS,
CUSTOMERS MAY CANCEL OUR SERVICE OR CHOOSE A DIFFERENT SERVICE.

     Our search engine, directory engine and shopping engine agreements
typically include specific performance requirements, including the features
provided, reliability, processing speed, size of the Internet database
maintained, number of merchants and products within the database, and frequency
of updating the database. In addition, we believe it is important to maintain
features and functionality that are not explicitly covered in our agreements,
such as high relevance of search and product results. The growing volume of
search queries processed by our search engine and the frequency with which we
update our portal services to include additional functionality have placed and
continue to place some strain on our operational capability to meet customer
requirements. If we do not meet these requirements, customers may cancel our
service or choose to use a different service.

CIRCUMSTANCES BEYOND OUR CONTROL MAY RESULT IN SERVICE INTERRUPTIONS THAT COULD
CAUSE OUR BUSINESS TO SUFFER.

     We provide our portal services from multiple data centers, all of which are
housed at facilities operated by a single-source hosting provider. Circumstances
outside of our control such as fires, earthquakes, power failures,
telecommunications failures, sabotage, unauthorized intrusions into our
databases and similar events may bring down one or more of our data centers. For
example, in June 1998, lightning struck the facility housing our data center in
Virginia, interrupting service from this center. In addition, our data center
hosting provider has experienced network failures from time to time, which has
also interrupted our service. Service interruptions for any reason would reduce
our revenues and could result in contract cancellations.

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

     We expect that a significant portion of our future revenues will come from
licenses of Traffic Server and Content Distribution Suite. We further expect
that these revenues will come from licenses to a small number of customers. The
volume and timing of orders are difficult to predict because the markets for
Traffic Server and Content Distribution Suite are in their early stages and the
sales cycle varies substantially from customer to customer. The cancellation or
deferral of even a small number of licenses of Traffic Server or Content
Distribution Suite 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.

                                       16
<PAGE>


     Our operating expenses are largely based on anticipated revenue trends and
a high percentage of our expenses are fixed in the short term. We plan to
increase our operating expenses significantly to enhance and support our online
shopping business, expand our sales and marketing operations, broaden our
customer support capabilities, establish new data centers, 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 SUCCESS DEPENDS ON OUR ABILITY TO EXPAND OUR SALES AND SUPPORT
ORGANIZATIONS.

     We will need to substantially expand 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, our future success 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 expertise in the computer network and telecommunications industry.
Even with this expertise, our distribution partners generally require a
significant amount of training and support from us, and we anticipate that it
will take several quarters before any of our distribution partners will develop
the expertise and skills necessary to effectively sell our products. We cannot
be sure that we will be successful in signing up the desired distribution
partners or that our distribution partners will devote adequate resources or
have the technical and other sales capabilities to sell our products.

     Similarly, the complexity of our products and the difficulty of installing
them require highly trained customer service and support personnel. We currently
have a relatively small customer service and support organization and will need
to increase our staff to support new customers, new product lines (such as the
recent addition of our directory engine), 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
shopping.

OUR SUCCESS DEPENDS ON OUR ABILITY TO MANAGE GROWING AND CHANGING OPERATIONS.

     Our ability to offer products and services and implement our business plan
in a rapidly evolving market successfully requires an effective planning and
management process. We continue to increase the scope of our operations
domestically and internationally and have grown our headcount substantially.
This growth has placed, and our anticipated future operations will continue to
place, a significant strain on our management systems, personnel and other
resources. We will need to continue to improve our financial and managerial
controls and reporting systems and procedures, enhance our internal and external
security systems, and continue to expand, train and manage our work force
worldwide. Furthermore, we expect that we will be required to manage multiple
relationships with various customers, merchants and other third parties.

                                       17
<PAGE>


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. In addition, our portal services
technology systems collect end-user and transaction information, which we use to
deliver services to our customers and merchant partners. 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 other legal theories based on the nature, content, copying,
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 portal services or facilitated by our network
products contains errors, third parties could make claims against us for losses
incurred in reliance on this information. Further, there is the potential for
product liability claims to be asserted against us by end-users who purchase
goods and services through our shopping engine. 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 recently
enacted Internet laws regarding children's privacy, copyrights, taxation and the
transmission of sexually explicit material. The European Union recently enacted
its own privacy regulations, and is currently considering copyright legislation
that may extend the right of reproduction held by copyright holders to control
the right to make temporary copies for any reason. 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.

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 offering, and expand
our sales, marketing and distribution capabilities. If we are unable to develop
these key relationships or maintain and enhance existing relationships, we may
have difficulty selling our products and services.

     We have from time to time licensed components from others such as reporting
functions and security features 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.

                                       18
<PAGE>


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

     We intend to hire a significant number of additional sales, support,
marketing, technical, and research and development personnel. Competition for
these individuals is intense, and we may not be able to attract or retain the
additional highly qualified personnel necessary for our success. Our future
success also depends upon the continued service of our executive officers and
other key sales, marketing and support personnel. In addition, our products and
technologies are complex, and we are substantially dependent upon the continued
service of our existing engineering personnel, and especially our founders. None
of our officers or key employees is bound by an employment agreement for any
specific term. Our relationships with these officers and key employees are at
will. We do not have key person life insurance policies covering any of our
employees.

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

     We have purchased three companies since September 1998 and intend to
continue to invest in or acquire complementary companies, products or
technologies in the future. If we buy a company, we could have difficulty in
assimilating that company's personnel and operations. 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. 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.

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.
We have offices in England, France, Germany, Japan, China, and Korea to market
and sell our products in those countries and surrounding regions. We plan to
establish additional facilities in other parts of the world. The expansion of
our existing international operations and entry into additional international
markets will require significant management attention and financial resources.
We cannot be sure that our investments in establishing facilities in other
countries will produce desired levels of revenue. We currently 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 operations, including:

     -    the impact of recessions in economies outside the United States;
     -    greater difficulty in accounts receivable collection and longer
          collection periods;
     -    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 jurisdictions. The
laws and cultural requirements in these countries may 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.

     Our international expenses are generally denominated in local currencies.
We do not currently engage in currency hedging activities. Although exposure to
currency fluctuations to date has been insignificant, future fluctuations in
currency exchange rates may adversely affect results of international
operations.

                                       19
<PAGE>


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 grows and the functionality of products in different
industry segments overlaps. Lycos has announced that it is the exclusive
licensee of a patent covering a method of crawling information on the Internet,
and that it may bring actions against companies that it believes are infringing
this patent in the future. We also 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 Inktomi for informational purposes. We cannot be sure
that Lycos or other third parties will not make a claim of infringement against
us with respect to our products and technology. Any claims, with or without
merit, could be time consuming to defend, result in costly litigation, divert
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. These royalty or licensing agreements, if required, may not be
available on acceptable terms, if at all.

IF OUR PRODUCTS, OR THE PRODUCTS UPON WHICH WE DEPEND, MALFUNCTION BECAUSE OF
YEAR 2000 PROBLEMS, OUR OPERATIONS MAY BE INTERRUPTED AND WE MAY BE SUBJECT TO
WARRANTY AND PRODUCT LIABILITY CLAIMS.

     To date, we have not experienced any disruption of our business or key
systems as a result of Year 2000 problems. In addition, we have not been
informed of any Year 2000 problems encountered by our customers relating to
their use of our products and services. It is possible, however, that we may or
our customers may encounter Year 2000 problems at a later time. We are unable to
predict to what extent our business may be affected if our software or the
systems that operate in conjunction with our software experience a material Year
2000 failure. Known or unknown errors or defects that affect the operation of
our software could result in delay or loss of revenue, interruption of search or
shopping services, cancellation of customer contracts, diversion of development
resources, damage to our reputation, increased service and warranty costs, and
litigation costs, any of which could adversely affect our business, financial
condition and results of operations.

OUR STOCK PRICE IS VOLATILE.

     The market price of our Common Stock has fluctuated in the past and is
likely to fluctuate in the future. In addition, the securities markets have
experienced significant price and volume fluctuations, and the market prices of
the securities of Internet-related companies have been especially volatile. 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.

                                       20
<PAGE>


                           PART II. OTHER INFORMATION

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

(a)      EXHIBITS

EXHIBIT
NUMBER
------

2.1 (2)   Agreement and Plan of Reorganization dated August 31, 1998 by and
          among Inktomi, IC Merger Corp. and C2B Technologies Inc.
2.2 (5)   Agreement and Plan of Reorganization by and among Inktomi, IC
          Acquisition Corp. and Impulse! Buy Network, Inc.
2.3 (7)   Agreement and Plan of Reorganization by and among Inktomi, WS
          Acquisition Corp. and WebSpective Software, Inc.
3.2 (3)   Amended and Restated Certificate of Incorporation of Inktomi.
3.2a (6)  Amendment to Amended and Restated Certificate of Incorporation of
          Inktomi.
3.4 (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 (3)  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      Agreement of Sublease dated July 1, 1998 by and between Designs, Inc.
          and Atreve Software, Inc.
10.8      Reserved for future use.
10.9      Reserved for future use.
10.10     Reserved for future use.
10.11     Reserved for future use.
10.12     Reserved for future use.
10.13     Reserved for future use.
10.14     Reserved for future use.
10.15     Reserved for future use.
10.16     Reserved for future use.
10.17     Reserved for future use.
10.18     Reserved for future use.
10.19     Reserved for future use.
10.20 (1) Office Lease dated October 9, 1998 between Inktomi and WHFST Real
          Estate Limited Partnership, a Delaware limited partnership.
10.21 (1) C2B Technologies Inc. (formerly BeyondNews, Inc.) 1997 Stock Plan and
          form of agreement thereunder.
10.22 (2) Registration  Rights  Agreement dated September 25, 1998 between
          Inktomi and former  stockholders of C2B Technologies  Inc.
          (included in Exhibit 2.1).
10.23 (4) 1998 Nonstatutory Stock Option Plan and form of agreement thereunder.
10.24 (5) Declaration of Registration Rights dated April 30, 1999 for the
          benefit of former Impulse! Buy Network, Inc. stockholders (included
          in Exhibit 2.2).
10.25 (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.
10.26 (8) Impulse! Buy Network, Inc. 1997 Stock Plan and form of agreement
          thereunder.
10.27 (9) WebSpective Software, Inc. (formerly Atreve Software, Inc.) 1997
          Stock Option Plan and form of agreement thereunder.


                                       21
<PAGE>


10.28 (7) Declaration  of  Registration  Rights  dated  October  1, 1999 for
          the  benefit  of  former  WebSpective  Software,  Inc.
          stockholders (included in Exhibit 2.3).
27.1      Financial Data Schedules.

----------------------

(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).

(b) REPORTS ON FORM 8-K

     We filed a Current Report on Form 8-K dated October 15, 1999 to report
under Item 2 thereof the acquisition of WebSpective Software, Inc. We filed an
amendment dated November 5, 1999 to this Current Report on Form 8-K to include
the required Supplementary Consolidated Financial Statements required under the
report. We filed a Current Report on Form 8-K dated December 3, 1999 to announce
the approval by the Board of Directors of a two-for-one stock split of our
Common Stock.

                                    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, 2000            By: /s/   Jerry M. Kennelly
                                        ---------------------------------
                                        Jerry M. Kennelly,
                                        Senior Vice President and
                                        Chief Financial Officer (duly
                                        authorized officer and
                                        principal financial officer)

                                       22
<PAGE>


                                INDEX TO EXHIBITS

(a)      EXHIBITS

EXHIBIT
NUMBER
-------
2.1 (2)   Agreement and Plan of Reorganization dated August 31, 1998 by and
          among Inktomi, IC Merger Corp. and C2B Technologies Inc.
2.2 (5)   Agreement and Plan of Reorganization by and among Inktomi,
          IC Acquisition Corp. and Impulse! Buy Network, Inc.
2.3 (7)   Agreement and Plan of Reorganization by and among Inktomi,
          WS Acquisition Corp. and WebSpective Software, Inc.
3.2 (3)   Amended and Restated Certificate of Incorporation of Inktomi.
3.2a (6)  Amendment to Amended and Restated Certificate of Incorporation of
          Inktomi.
3.4 (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 (3)  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      Agreement of Sublease dated July 1, 1998 by and between Designs, Inc.
          and Atreve Software, Inc.
10.8      Reserved for future use.
10.9      Reserved for future use.
10.10     Reserved for future use.
10.11     Reserved for future use.
10.12     Reserved for future use.
10.13     Reserved for future use.
10.14     Reserved for future use.
10.15     Reserved for future use.
10.16     Reserved for future use.
10.17     Reserved for future use.
10.18     Reserved for future use.
10.19     Reserved for future use.
10.20 (1) Office Lease dated October 9, 1998 between Inktomi and WHFST Real
          Estate Limited Partnership, a Delaware limited partnership.
10.21 (1) C2B Technologies Inc. (formerly BeyondNews, Inc.) 1997 Stock Plan and
          form of agreement thereunder.
10.22 (2) Registration Rights Agreement dated September 25, 1998 between Inktomi
          and former stockholders of C2B Technologies Inc. (included in
          Exhibit 2.1).
10.23 (4) 1998 Nonstatutory Stock Option Plan and form of agreement thereunder.
10.24 (5) Declaration of Registration Rights dated April 30, 1999 for the
          benefit of former Impulse! Buy Network, Inc. stockholders (included
          in Exhibit 2.2).
10.25 (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.
10.26 (8) Impulse! Buy Network, Inc. 1997 Stock Plan and form of agreement
          thereunder.
10.27 (9) WebSpective Software, Inc. (formerly Atreve Software, Inc.) 1997 Stock
          Option Plan and form of agreement thereunder.
10.28 (7) Declaration of Registration Rights dated October 1, 1999 for the
          benefit of former WebSpective Software, Inc. stockholders (included
          in Exhibit 2.3).
27.1      Financial Data Schedules.


                                       23
<PAGE>

----------------------

(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).

                                       24