##### Table of Contents









U.S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|   |  |                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended March 31,
    2003                                               
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                                 

Commission file number: 000-23709



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DOUBLECLICK INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER)


|                                                                                                                                                                                                                |  |                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------
|                                                                                                                                                                                                               
|DELAWARE                                                                                                                                                                                                        |  | 13-3870996                                 
|(STATE OR OTHER JURISDICTION OF
    INCORPORATION OR ORGANIZATION)                                                                                                                                              |  | (I.R.S. EMPLOYER
    IDENTIFICATION NUMBER)
|                                                                                                                                                                                                               
|450 WEST 33RD STREET, 16TH FLOOR
    NEW YORK, NEW YORK 10001
    (212) 683-0001(ADDRESS, INCLUDING ZIP CODE AND
    TELEPHONE NUMBER,
    INCLUDING AREA CODE OF REGISTRANTS PRINCIPAL EXECUTIVE
    OFFICES)

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 during
the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

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

As of May 9, 2003 there were 137,076,663
outstanding shares of the registrants Common Stock.



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---

TABLE OF CONTENTS



|                                         |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION           
|                                         | CONSOLIDATED BALANCE SHEETS                                                                  
|                                         | NOTES TO THE 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                           
|                                         | Item 4. Controls and Procedures                                                              
|PART II: OTHER INFORMATION              
|                                         | Item 1. Legal Proceedings                                                                    
|                                         | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                               
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|CERTIFICATION OF CHIEF FINANCIAL OFFICER



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##### Table of Contents



DOUBLECLICK INC.

INDEX TO FORM 10-Q


|                              |          |  |  |                                                                                               |  |  |    | 
|----------------------------- | -------- |  |  | --------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I: FINANCIAL INFORMATION
|                              | Item  1: |  |  | Financial Statements (unaudited)                                                              |  |  |    | 
|                              |          |  |  | Consolidated Balance Sheets as of March 31,
    2003 and December 31, 2002                    |  |  | 2  | 
|                              |          |  |  | Consolidated Statements of Operations for the
    three months ended  March 31, 2003 and 2002 |  |  | 3  | 
|                              |          |  |  | Consolidated Statements of Cash Flows for the
    three months ended  March 31, 2003 and 2002 |  |  | 4  | 
|                              |          |  |  | Notes to Consolidated Financial Statements                                                    |  |  | 5  | 
|                              | Item  2: |  |  | Managements Discussion and Analysis of
    Financial Condition and  Results of Operations    |  |  | 17 | 
|                              | Item  3: |  |  | Quantitative and Qualitative Disclosures about
    Market Risk                                |  |  | 28 | 
|                              | Item  4: |  |  | Control and Procedures                                                                        |  |  | 43 | 
|PART II: OTHER INFORMATION   
|                              | Item  1: |  |  | Legal Proceedings                                                                             |  |  | 43 | 
|                              | Item  6: |  |  | Exhibits and Reports on Form 8-K                                                              |  |  | 43 | 

1



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##### Table of Contents






PART I:     FINANCIAL
INFORMATION

DOUBLECLICK INC.






CONSOLIDATED BALANCE SHEETS


(Unaudited, in thousands except share
amounts)


|                                                                                                                               |                                            |           |           |              |  |   |           |         | 
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | --------- | --------- | ------------ |  | - | --------- | ------- | 
|                                                                                                                               |                                            | March 31, |           | December 31,
|                                                                                                                               |                                            | 2003      |           | 2002        
|                                                                                                                               |                                            |           |           |             
|ASSETS                                                                                                                        
|Cash and cash equivalents                                                                                                      |                                            | $         | 163,201   |              |  | $ | 123,671   |        
|Investments in marketable securities                                                                                           |                                            |           | 238,849   |              |  |   | 306,974   |        
|Accounts receivable, net of allowances of $9,894
    and $13,704, respectively                                                 |                                            |           | 47,023    |              |  |   | 48,850    |        
|Prepaid expenses and other current assets                                                                                      |                                            |           | 21,246    |              |  |   | 24,324    |        
|                                                                                                                               |                                            |           |           |              |  |   |           |        
|                                                                                                                               | Total current assets                       |           |           | 470,319      |  |   |           | 503,819 | 
|Investment in marketable securities                                                                                            |                                            |           | 313,990   |              |  |   | 294,249   |        
|Restricted cash                                                                                                                |                                            |           | 29,041    |              |  |   | 25,091    |        
|Property and equipment, net                                                                                                    |                                            |           | 95,952    |              |  |   | 98,545    |        
|Goodwill                                                                                                                       |                                            |           | 20,572    |              |  |   | 20,572    |        
|Intangible assets, net                                                                                                         |                                            |           | 10,438    |              |  |   | 13,378    |        
|Investment in affiliates                                                                                                       |                                            |           | 9,533     |              |  |   | 12,125    |        
|Other assets                                                                                                                   |                                            |           | 8,859     |              |  |   | 9,128     |        
|                                                                                                                               |                                            |           |           |              |  |   |           |        
|                                                                                                                               | Total assets                               |           | $         | 958,704      |  |   | $         | 976,907 | 
|                                                                                                                               |                                            |           |           |              |  |   |           |        
|LIABILITIES AND STOCKHOLDERS
    EQUITY                                                                                      
|CURRENT LIABILITIES:                                                                                                           |                                            |           |           |              |  |   |           |        
|Accounts payable                                                                                                               |                                            | $         | 7,885     |              |  | $ | 7,218     |        
|Accrued expenses and other current liabilities                                                                                 |                                            |           | 112,798   |              |  |   | 117,320   |        
|Current portion of capital lease obligations                                                                                   |                                            |           | 4,479     |              |  |   | 6,163     |        
|Deferred revenue                                                                                                               |                                            |           | 9,530     |              |  |   | 6,245     |        
|                                                                                                                               |                                            |           |           |              |  |   |           |        
|                                                                                                                               | Total current liabilities                  |           |           | 134,692      |  |   |           | 136,946 | 
|Convertible subordinated notes                                                                                                 |                                            |           | 154,800   |              |  |   | 154,800   |        
|Long term portion of capital lease obligations                                                                                 |                                            |           | 776       |              |  |   | 852       |        
|Other long term liabilities                                                                                                    |                                            |           | 57,351    |              |  |   | 73,747    |        
|                                                                                                                              
|STOCKHOLDERS EQUITY:                                                                                                          |                                            |           |           |              |  |   |           |        
|Preferred stock, par value $0.001;
    5,000,000 shares authorized, none outstanding                                           |                                            |           |          |              |  |   |          |        
|Common stock, par value $0.001;
    400,000,000 shares authorized,
    138,356,891 and 137,854,385 shares issued, respectively |                                            |           | 138       |              |  |   | 138       |        
|Treasury stock, 1,680,670 shares                                                                                               |                                            |           | (8,949    | )            |  |   | (8,949    | )      
|Additional paid-in capital                                                                                                     |                                            |           | 1,282,923 |              |  |   | 1,281,244 |        
|Accumulated deficit                                                                                                            |                                            |           | (665,535  | )            |  |   | (666,441  | )      
|Other accumulated comprehensive income                                                                                         |                                            |           | 2,508     |              |  |   | 4,570     |        
|                                                                                                                               |                                            |           |           |              |  |   |           |        
|                                                                                                                               | Total stockholders equity                 |           |           | 611,085      |  |   |           | 610,562 | 
|                                                                                                                               |                                            |           |           |              |  |   |           |        
|                                                                                                                               | Total liabilities and stockholders equity |           | $         | 958,704      |  |   | $         | 976,907 | 
|                                                                                                                               |                                            |           |           |              |  |   |           |        

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

2



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##### Table of Contents



DOUBLECLICK INC.

CONSOLIDATED STATEMENTS OF
OPERATIONS

(Unaudited, in thousands, except per share
amounts)


|                                                                        |                                         |                          |         |        |        |   |         |        |        | 
|----------------------------------------------------------------------- | --------------------------------------- | ------------------------ | ------- | ------ | ------ | - | ------- | ------ | ------ | 
|                                                                        |                                         |                         
|                                                                        |                                         | Three Months Ended      
|                                                                        |                                         | March 31,               
|                                                                        |                                         |                         
|                                                                        |                                         | 2003                     |         | 2002  
|                                                                        |                                         |                          |         |       
|Revenue                                                                 |                                         | $                        | 60,054  |        |        | $ | 83,656  |       
|Cost of revenue                                                         |                                         |                          | 21,947  |        |        |   | 31,999  |       
|                                                                        |                                         |                          |         |        |        |   |         |       
|                                                                        | Gross profit                            |                          |         | 38,107 |        |   |         | 51,657 |       
|Operating expenses:                                                     |                                         |                          |         |        |        |   |         |       
|                                                                        | Sales and marketing                     |                          |         | 19,656 |        |   |         | 29,821 |       
|                                                                        | General and administrative              |                          |         | 8,866  |        |   |         | 12,027 |       
|                                                                        | Product development                     |                          |         | 8,045  |        |   |         | 10,902 |       
|                                                                        | Amortization of intangibles             |                          |         | 2,079  |        |   |         | 3,144  |       
|                                                                        | Restructuring charge                    |                          |         |       |        |   |         | 1,440  |       
|                                                                        |                                         |                          |         |        |        |   |         |       
|                                                                        |                                         | Total operating expenses |         |        | 38,646 |   |         |        | 57,334 | 
|Loss from operations                                                    |                                         |                          | (539    | )      |        |   | (5,677  | )     
|Other income (expense)                                                  |                                         |                          |         |        |        |   |         |       
|                                                                        | Equity in (losses) income of affiliates |                          |         | (1,265 | )      |   |         | 60     |       
|                                                                        | Loss on sale of business                |                          |         |       |        |   |         | (1,372 | )     
|                                                                        | Interest and other, net                 |                          |         | 3,043  |        |   |         | 3,392  |       
|                                                                        |                                         |                          |         |        |        |   |         |       
|                                                                        |                                         | Total other income       |         |        | 1,778  |   |         |        | 2,080  | 
|Income (loss) before income taxes                                       |                                         |                          | 1,239   |        |        |   | (3,597  | )     
|Provision for income taxes                                              |                                         |                          | (333    | )      |        |   | (2,634  | )     
|                                                                        |                                         |                          |         |        |        |   |         |       
|Income (loss) before minority interest                                  |                                         |                          | 906     |        |        |   | (6,231  | )     
|Minority interest in results of consolidated
    subsidiaries           |                                         |                          |        |        |        |   | 187     |       
|                                                                        |                                         |                          |         |        |        |   |         |       
|Net income (loss)                                                       |                                         | $                        | 906     |        |        | $ | (6,044  | )     
|                                                                        |                                         |                          |         |        |        |   |         |       
|Basic net income (loss) per share                                       |                                         | $                        | 0.01    |        |        | $ | (0.04   | )     
|                                                                        |                                         |                          |         |        |        |   |         |       
|Weighted average shares used in basic net income
    (loss) per share   |                                         |                          | 136,437 |        |        |   | 135,218 |       
|                                                                        |                                         |                          |         |        |        |   |         |       
|Diluted net income (loss) per share                                     |                                         | $                        | 0.01    |        |        | $ | (0.04   | )     
|                                                                        |                                         |                          |         |        |        |   |         |       
|Weighted average shares used in diluted net
    income (loss) per share |                                         |                          | 138,760 |        |        |   | 135,218 |       
|                                                                        |                                         |                          |         |        |        |   |         |       

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

3



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##### Table of Contents



DOUBLECLICK INC.

CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Unaudited, in thousands)


|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |          |        |        |  
|---------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----------------------------------------- | -------- | ------- | ------ | ------- | -------- | ------ | ------ | -
|                                                                 |                                                                                              |                                                                                                     
|                                                                 |                                                                                              | Three Months Ended                                                                                  
|                                                                 |                                                                                              | March 31,                                                                                           
|                                                                 |                                                                                              |                                                                                                     
|                                                                 |                                                                                              | 2003                                                                                                 |                                           | 2002    
|                                                                 |                                                                                              |                                                                                                      |                                           |         
|CASH FLOWS FROM OPERATING ACTIVITIES                             |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|                                                                 | Net income (loss)                                                                            |                                                                                                      | $                                         | 906      |         |        | $       | (6,044   | )     
|                                                                 | Adjustments to reconcile net income (loss) to net
    cash provided by operating activities: |                                                                                                      |                                           |          |         |        |         |          |       
|                                                                 |                                                                                              | Depreciation and leasehold amortization                                                              |                                           |          | 10,189  |        |         |          | 10,753 |       
|                                                                 |                                                                                              | Amortization of intangible assets                                                                    |                                           |          | 2,949   |        |         |          | 3,586  |       
|                                                                 |                                                                                              | Equity in losses (income) of affiliates                                                              |                                           |          | 1,265   |        |         |          | (60    | )     
|                                                                 |                                                                                              | Other non-cash items                                                                                 |                                           |          | 849     |        |         |          | 1,281  |       
|                                                                 |                                                                                              | Provisions for bad debts and advertiser discounts                                                    |                                           |          | 1,879   |        |         |          | 4,821  |       
|                                                                 |                                                                                              | Changes in operating assets and liabilities, net
    of the effect of acquisitions and dispositions: |                                           |          |         |        |         |          |        |       
|                                                                 |                                                                                              | Accounts receivable                                                                                  |                                           |          | (52     | )      |         |          | 9,149  |       
|                                                                 |                                                                                              | Prepaid expenses and other assets                                                                    |                                           |          | 3,347   |        |         |          | (3,738 | )     
|                                                                 |                                                                                              | Accounts payable                                                                                     |                                           |          | 667     |        |         |          | (5,294 | )     
|                                                                 |                                                                                              | Accrued expenses and other liabilities                                                               |                                           |          | (20,369 | )      |         |          | (8,861 | )     
|                                                                 |                                                                                              | Deferred revenue                                                                                     |                                           |          | 3,285   |        |         |          | 1,104  |       
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|                                                                 |                                                                                              |                                                                                                      | Net cash provided by operating activities |          |         | 4,915  |         |          |        | 6,697  |  
|CASH FLOWS FROM INVESTING ACTIVITIES                             |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|                                                                 | Purchases of investments in marketable securities                                            |                                                                                                      |                                           | (130,079 | )       |        |         | (113,279 | )     
|                                                                 | Maturities of investments in marketable securities                                           |                                                                                                      |                                           | 177,175  |         |        |         | 138,048  |       
|                                                                 | Restricted cash                                                                              |                                                                                                      |                                           | (3,950   | )       |        |         |         |       
|                                                                 | Purchases of property and equipment                                                          |                                                                                                      |                                           | (8,197   | )       |        |         | (1,712   | )     
|                                                                 | Acquisition of businesses and intangible assets,
    net of cash acquired                    |                                                                                                      |                                           |         |         |        |         | (2,574   | )     
|                                                                 | Proceeds from sale of investment in affiliates                                               |                                                                                                      |                                           | 656      |         |        |         |         |       
|                                                                 | Proceeds from sale of business                                                               |                                                                                                      |                                           |         |         |        |         | 1,960    |       
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|                                                                 |                                                                                              |                                                                                                      | Net cash provided by investing activities |          |         | 35,605 |         |          |        | 22,443 |  
|CASH FLOWS FROM FINANCING ACTIVITIES                             |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|                                                                 | Proceeds from the issuance of common stock                                                   |                                                                                                      |                                           | 335      |         |        |         | 761      |       
|                                                                 | Proceeds from the exercise of stock options                                                  |                                                                                                      |                                           | 575      |         |        |         | 2,681    |       
|                                                                 | Payments under capital lease obligations and
    notes payable                               |                                                                                                      |                                           | (1,791   | )       |        |         | (8,737   | )     
|                                                                 | Other                                                                                        |                                                                                                      |                                           |         |         |        |         | (1,000   | )     
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|                                                                 |                                                                                              |                                                                                                      | Net cash used in financing activities     |          |         | (881   | )       |          |        | (6,295 | )
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                              |                                                                                                      | (109                                      | )        |         |        | (555    | )       
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|Net increase in cash and cash equivalents                        |                                                                                              |                                                                                                      | 39,530                                    |          |         |        | 22,290  |         
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|Cash and cash equivalents at beginning of period                 |                                                                                              | $                                                                                                    | 123,671                                   |          |         | $      | 99,511  |         
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         
|Cash and cash equivalents at end of period                       |                                                                                              | $                                                                                                    | 163,201                                   |          |         | $      | 121,801 |         
|                                                                 |                                                                                              |                                                                                                      |                                           |          |         |        |         |         

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

4



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##### Table of Contents



DOUBLECLICK INC.






NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)




|         |                                                                
|-------- | ---------------------------------------------------------------
|Note 1  | Description of Business and Significant
    Accounting Policies



| |                        
| | -----------------------
| | Description of Business

DoubleClick is a leading provider of products and
services used by direct marketers, Web publishers and
advertisers to plan, execute and analyze their marketing
programs. Combining marketing technology and data expertise,
DoubleClicks products and services help its customers to
optimize their advertising and marketing campaigns online and
through direct mail. DoubleClick offers a broad array of
marketing technology and data products and services to its
customers to allow them to address a full range of the marketing
process, from pre-campaign planning and testing, to execution,
measurement and campaign refinements.

DoubleClick derives its revenues from two
business units: Technology (or TechSolutions) and
Data. DoubleClick TechSolutions includes its ad management
products, consisting of the DART for Publishers Service, the
DART Enterprise ad serving software product, the DART for
Advertisers Service, a suite of email products based on
DoubleClicks DARTmail Service and campaign management and
analytics products and services. DoubleClick Data includes its
Abacus division, which utilizes the information contributed to
the proprietary Abacus database by Abacus Alliance members to
make direct marketing more effective for Abacus Alliance members
and other clients.

During 2002, through a series of transactions,
DoubleClick divested its media businesses and no longer reports
a DoubleClick Media segment.



| |                      
| | ---------------------
| | Basis of Presentation

The accompanying consolidated financial
statements include the accounts of DoubleClick, its wholly owned
subsidiaries, and subsidiaries over which it exercises a
controlling financial interest. All significant intercompany
transactions and balances have been eliminated. Investments in
entities in which DoubleClick does not have a controlling
financial interest, but over which it has significant influence
are accounted for using the equity method. Investments in which
DoubleClick does not have the ability to exercise significant
influence are accounted for using the cost method.

The accompanying interim consolidated financial
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission. The
accompanying interim consolidated financial statements are
unaudited, but in the opinion of management, contain all the
normal, recurring adjustments considered necessary to present
fairly the financial position, the results of operations and
cash flows for the periods presented in conformity with
generally accepted accounting principles applicable to interim
periods. Results of operations are not necessarily indicative of
the results expected for the full fiscal year or for any future
period.

The consolidated balance sheet at
December 31, 2002 has been derived from, but does not
include all the disclosures contained in, the audited
consolidated financial statements for the year ended
December 31, 2002. The accompanying consolidated financial
statements should be read in conjunction with the audited
consolidated financial statements of DoubleClick for the year
ended December 31, 2002.



| |                    
| | -------------------
| | Recent Developments

In connection with the sale of its North American
media business (See Note 2), DoubleClick received, among
other things, 4.8 million shares of MaxWorldwide, Inc.
common stock. DoubleClick accounts for this investment in
MaxWorldwide, Inc. under the equity method of accounting and
reports its share of MaxWorldwides results on a 90-day lag.

In DoubleClicks Annual Report on
Form 10-K for the year ended December 31, 2002 and
DoubleClicks Current Report on Form 8-K, dated
April 15, 2003, DoubleClick reported its share of

5



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DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


MaxWorldwides results for the three months
ended September 30, 2002 and December 31, 2002,
respectively, based on estimates of MaxWorldwides results
derived from financial information provided to DoubleClick by
MaxWorldwide prior to the date of those reports.

On May 9, 2003, MaxWorldwide filed its
Annual Report on Form 10-K for the year ended
December 31, 2002. Based on the financial information
contained in MaxWorldwides Form 10-K, we recorded an
additional expense in the first quarter of 2003 of approximately
$0.5 million to reconcile our estimates of
MaxWorldwides results for the three months ended
September 30, 2002 and December 31, 2002,
respectively, with the actual results reported in
MaxWorldwides Form 10-K. Despite recording this
additional expense, DoubleClicks earnings per share for
the three months ended March 31, 2003 was $0.01, which is
consistent with the earnings per share reported by DoubleClick
in its Form 8-K, dated April 15, 2003.



| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Cash and Cash Equivalents, Investments in
    Marketable Securities and Restricted Cash

Cash and cash equivalents represent cash and
highly liquid investments with a remaining contractual maturity
at the date of purchase of three months or less.

Marketable securities consist of government and
corporate debt securities and are classified as current or
non-current assets depending on their dates of maturity. As of
March 31, 2003, all marketable securities included in
non-current assets have maturities greater than one year.

DoubleClick classifies its investments in
marketable securities as available-for-sale. Accordingly, these
investments are carried at fair value, with unrealized gains and
losses reported as a separate component of stockholders
equity. DoubleClick recognizes gains and losses when these
securities are sold using the specific identification method.
DoubleClick has not recognized any material gains or losses from
the sale of its investments in marketable securities.

Restricted cash represents funds to cover office
lease security deposits and our automated clearinghouse payment
function.



| |                       
| | ----------------------
| | Property and Equipment

Property and equipment is recorded at cost and
depreciated using the straight-line method over the shorter of
the estimated life of the asset or the lease term. As required
by SOP 98-1, Accounting for Costs of Computer Software
Developed or Obtained for Internal Use, DoubleClick
capitalizes certain computer software developed or obtained for
internal use. Capitalized computer software is depreciated using
the straight-line method over the estimated life of the
software, generally three to five years.



| |                                   
| | ----------------------------------
| | Goodwill and Intangible
    Assets

DoubleClick records as goodwill the excess of
purchase price over the fair value of the identifiable net
assets acquired. Statements of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other
Intangible Assets, prescribes a two-step process for
impairment testing of goodwill, which is performed annually, as
well as when an event triggering impairment may have occurred.
The first step tests for impairment, while the second step, if
necessary, measures the impairment. DoubleClick has elected to
perform its annual analysis during the fourth quarter of each
fiscal year as of October 1st. No indicators of impairment
were identified during the first quarter of 2003.

Intangible assets include patents, trademarks,
customer lists, and purchased technology. Such intangible assets
are amortized on a straight-line basis over their estimated
useful lives, which are generally two to five years.

6



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)




| |                                    
| | -----------------------------------
| | Impairment of Long-lived
    Assets

DoubleClick assesses the recoverability of
long-lived assets, including intangible assets, held and used
whenever events or changes in circumstances indicate that future
cash flows (undiscounted and without interest charges) expected
to be generated by an assets disposition or use may not be
sufficient to support its carrying amount. If such undiscounted
cash flows are not sufficient to support the recorded value of
assets, an impairment loss is recognized to reduce the carrying
value of long-lived assets to their estimated fair value.



| |                    
| | -------------------
| | Revenue Recognition

DoubleClicks revenues are presented net of
a provision for advertiser credits, which is estimated and
established in the period in which services are provided. These
credits are generally issued in the event that delivered
advertisements do not meet contractual specifications. Actual
results could differ from these estimates.

Technology.Revenues
include fees earned from the use of DART ad management products
and services and email products and services. Revenues derived
from these products and services are recognized in the period
the advertising impressions or emails are delivered, provided
collection of the resulting receivable is reasonably assured.
DART Service activation fees are deferred and recognized ratably
over the expected term of the customer relationship.

For DoubleClicks licensed ad serving and
campaign management software solutions, revenues are recognized
when product installation is complete, which generally occurs
when customers begin utilizing the product, there is pervasive
evidence of an arrangement, collection is reasonably assured,
the fee is fixed or determinable, and vendor-specific objective
evidence exists to allocate the total fees to all elements of
the arrangement. A portion of the initial ad serving software
license fee is attributed to the customers right to
receive, at no additional charge, software upgrades released
during the subsequent twelve months. Revenues attributable to
software upgrades are deferred and recognized ratably over the
period covered by the software license agreement, which is
generally one year.

Revenues from consulting services are recognized
as the services are performed and customer-support revenues are
deferred and recognized ratably over the period covered by the
customer support agreement, which is generally one year.

Data.DoubleClick
provides services to its clients that result in a deliverable
product in the form of consumer and business prospect lists.
DoubleClick recognizes revenues when the product is shipped to
the client, provided collection of the resulting receivable is
reasonably assured.



| |                    
| | -------------------
| | Product Development

Product development expenses consist primarily of
compensation and related benefits, consulting fees and other
operating expenses associated with the product development
departments. The product development departments perform
research and development, enhance and maintain existing
products, and provide quality assurance. To date, all product
development costs have been expensed as incurred. Software
development costs are required to be capitalized when a
products technological feasibility has been established by
completion of a working model of the product and ending when a
product is available for general release to customers. To date,
completion of a working model of DoubleClicks products and
general release have substantially coincided. As a result,
DoubleClick has not capitalized any software development costs.

7



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)




| |                                    
| | -----------------------------------
| | Issuance of Stock by
    Affiliates

Changes in DoubleClicks interest in its
affiliates arising as the result of their issuance of common
stock are recorded as gains and losses in the consolidated
statement of operations, except for any transactions that must
be recorded directly to equity in accordance with the provisions
of SAB No. 51.



| |             
| | ------------
| | Income Taxes

DoubleClick uses the asset and liability method
of accounting for income taxes. Under this method, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to the differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and to operating loss
and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates
is recognized in results of operations in the period that
includes the enactment date. A valuation allowance is provided
to reduce the deferred tax assets reported if, based on the
weight of the available evidence, it is more likely than not
some portion or all of the deferred tax assets will not be
realized.



| |                 
| | ----------------
| | Foreign Currency

The functional currencies of DoubleClicks
foreign subsidiaries are their respective local currencies. The
financial statements maintained in local currencies are
translated to United States dollars using period-end rates of
exchange for assets and liabilities and average rates during the
period for revenues, cost of revenues and expenses. Translation
gains and losses are accumulated as a separate component of
stockholders equity. Net gains and losses from foreign
currency transactions are included in the consolidated
statements of operations and were not significant during the
periods presented.



| |                          
| | -------------------------
| | Equity-based Compensation

DoubleClick accounts for its employee stock
option plans under the intrinsic value method, in accordance
with the provisions of Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. Under APB
25, generally no compensation expense is recorded when the terms
of the award are fixed and the exercise price of the employee
stock option equals/or exceeds the fair value of the underlying
stock on the date of the grant. DoubleClick has adopted the
disclosure-only requirements of SFAS No. 123 Accounting
for Stock-Based Compensation, which allows entities to
continue to apply the provisions of APB No. 25 for
transactions with employees and provide pro forma net income and
pro forma earnings per share disclosures for employee stock
grants made as if the fair value based method of accounting in
SFAS No. 123 had been applied to these transactions.

In December 2002, the Financial Accounting
Standards Board (the FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 148
Accounting for Stock-Based Compensation 
Transition and Disclosure which amends SFAS No. 123
Accounting for Stock-Based Compensation. See
New accounting pronouncements.

Had DoubleClick determined compensation expense
of employee stock options based on the estimated fair value of
the stock options at the grant date, consistent with the
guidelines of SFAS 123, DoubleClicks net

8



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


income would have decreased and net loss would
have been increased to the pro forma amounts indicated below, in
thousands except per share amounts:

|                                              |                       |                    |   |         |   |  |   |         |  
|--------------------------------------------- | --------------------- | ------------------ | - | ------- | - |  | - | ------- | -
|                                              |                       |                   
|                                              |                       | Three Months Ended
|                                              |                       | March 31,         
|                                              |                       |                   
|                                              |                       | 2003               |   | 2002   
|                                              |                       |                    |   |        
|Net income (loss)                             |                       |                    |   |         |   |  |   |        
|                                              | As reported           |                    | $ | 906     |   |  | $ | (6,044  | )
|                                              | Pro forma per FAS 123 |                    | $ | (23,592 | ) |  | $ | (31,520 | )
|Basic and diluted net income (loss) per share |                       |                    |   |         |   |  |   |        
|                                              | As reported           |                    | $ | 0.01    |   |  | $ | (0.04   | )
|                                              | Pro forma per FAS 123 |                    | $ | (0.17   | ) |  | $ | (0.23   | )

The per share weighted average fair value of
options granted for the three months ended March 31, 2003
and 2002 was $3.25 and $6.98, respectively, on the grant date
with the following weighted average assumptions:

|                        |  |                    |           |      |  |  |           |  
|----------------------- |  | ------------------ | --------- | ---- |  |  | --------- | -
|                        |  |                   
|                        |  | Three Months Ended
|                        |  | March 31,         
|                        |  |                   
|                        |  | 2003               |           | 2002
|                        |  |                    |           |     
|Expected dividend yield |  |                    | 0         | %    |  |  | 0         | %
|Risk-free interest rate |  |                    | 2.91      | %    |  |  | 4.46      | %
|Expected life           |  |                    | 4.5 years |      |  |  | 4.5 years |  
|Volatility              |  |                    | 60        | %    |  |  | 75        | %

The pro forma impact of options on the net income
(loss) for the three months ended March 31, 2003 and 2002,
is not representative of the effects on net income (loss) for
future years, as future years will include the effects of
additional years of stock option grants.



| |                                                  
| | -------------------------------------------------
| | Basic and Diluted Net Income (loss) per
    Share

Basic net income (loss) per common share excludes
the effect of potentially dilutive securities and is computed by
dividing the net income (loss) available to common shareholders
by the weighted-average number of common shares outstanding for
the reporting period. Diluted net income (loss) per share
adjusts this calculation to reflect the impact of outstanding
convertible securities and stock options to the extent that
their inclusion would have a dilutive effect on net income per
share for the reporting period.

|                                                              |  |                       |         |      |  |   |         |  
|------------------------------------------------------------- |  | --------------------- | ------- | ---- |  | - | ------- | -
|                                                              |  |                      
|                                                              |  | Three Months Ended   
|                                                              |  | March 31,            
|                                                              |  |                      
|                                                              |  | 2003                  |         | 2002
|                                                              |  |                       |         |     
|                                                              |  |                      
|                                                              |  | (In thousands, except
|                                                              |  | per share amounts)   
|Net income (loss)                                             |  | $                     | 906     |      |  | $ | (6,044  | )
|                                                              |  |                       |         |      |  |   |         |  
|Weighted average basic common shares outstanding              |  |                       | 136,437 |      |  |   | 135,218 |  
|Effect of dilutive securities: stock options and
    warrants |  |                       | 2,323   |      |  |   |        |  
|                                                              |  |                       |         |      |  |   |         |  
|Weighted average diluted common shares outstanding            |  |                       | 138,760 |      |  |   | 135,218 |  
|                                                              |  |                       |         |      |  |   |         |  
|Net income (loss) per common share 
    basic                |  | $                     | 0.01    |      |  | $ | (0.04   | )
|                                                              |  |                       |         |      |  |   |         |  
|Net income (loss) per common share 
    diluted              |  | $                     | 0.01    |      |  | $ | (0.04   | )
|                                                              |  |                       |         |      |  |   |         |  

9



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


At March 31, 2003 and 2002, outstanding
options of approximately 15.7 million and
20.7 million, respectively, to purchase shares of common
stock were not included in the computation of diluted net income
(loss) per share because to do so would have had an antidilutive
effect for the periods presented. Similarly, the computation of
diluted net loss per share at March 31, 2003 and 2002
excludes the effect of 3.8 million and 5.3 million
shares, respectively, issuable upon conversion of the 4.75%
Convertible Subordinated Notes due 2006, since their inclusion
would also have had an antidilutive effect.



| |                 
| | ----------------
| | Use of estimates

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



| |                  
| | -----------------
| | Reclassifications

Certain reclassifications have been made to the
prior years financial statements to conform to current
year presentation.



| |                              
| | -----------------------------
| | New accounting pronouncements

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities (SFAS No. 146). SFAS
No. 146 nullifies EITF Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity including Certain Costs Incurred in a
Restructuring (EITF 94-3). The principal difference
between SFAS No. 146 and EITF 94-3 relates to the
recognition of a liability for a cost associated with an exit or
disposal activity. SFAS No. 146 requires that a liability
be recognized for those costs only when the liability is
incurred, that is, when it meets the definition of a liability
in the FASBs conceptual framework. In contrast, EITF 94-3
required recognition of a liability for an exit cost when
management committed to an exit plan. SFAS No. 146 also
establishes fair value as the objective for initial measurement
of liabilities related to exit or disposal activities. SFAS
No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002 and has no effect on
exit or disposal activities begun prior to this date.

In December 2002, the FASB issued SFAS
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. This
Statement amends SFAS No. 123, Stock-Based
Compensation, to provide alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition,
this Statement amends the disclosure requirements of SFAS
No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results. DoubleClick will continue to account
for stock-based compensation in accordance with APB No. 25.
DoubleClick has adopted the disclosure only provision of SFAS
No. 148 which have been incorporated into these financial
statements in the accompanying footnotes.

Note 2  Business
Transactions



| |             
| | ------------
| | Acquisitions



| |             
| | ------------
| | MessageMedia

On January 18, 2002, DoubleClick completed
its acquisition of MessageMedia, Inc.
(MessageMedia), a provider of permission-based email
marketing and messaging solutions. The acquisition of
MessageMedia

10



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


has allowed DoubleClick to expand its suite of
email product and service offerings as well as broaden its
client base.

DoubleClick acquired all the outstanding shares,
options and warrants of MessageMedia in exchange for
approximately one million shares of DoubleClick common stock
valued at approximately $7.5 million, and stock options and
warrants to acquire DoubleClick common stock valued at
approximately $0.2 million. In connection with the
acquisition, DoubleClick loaned $2.0 million to
MessageMedia to satisfy MessageMedias operating
requirements. The loan was extinguished upon the closing of the
acquisition and included as a component of the purchase price.
The purchase price, inclusive of approximately $1.6 million
of direct acquisition costs, was approximately
$11.3 million.



| |                     
| | --------------------
| | Abacus Direct Europe

On June 26, 2002, DoubleClick acquired the
remaining 50% of the Abacus Direct Europe (Abacus Direct
Europe) joint venture that it did not previously own from
VNU Marketing Information Europe & Asia B.V., an
affiliate of Claritas (UK) Limited. The joint venture was
formed in November 1998 and provides database-marketing services
to the direct marketing industry, primarily in the United
Kingdom. DoubleClicks investment in the joint venture was
previously accounted for under the equity method of accounting.
DoubleClick acquired all the outstanding shares of Abacus Direct
Europe held by VNU in exchange for approximately
$3.7 million in cash and direct acquisition costs.



| |          
| | ---------
| | Protagona

On November 4, 2002, DoubleClick completed
its acquisition of Protagona plc (Protagona), a
campaign management software company based in the United
Kingdom. In the transaction, DoubleClick acquired all the
outstanding shares of Protagona in exchange for approximately
$13.6 million in cash and approximately $0.2 million
in direct acquisition costs.

The results of operations of the acquisitions
described above have been included in DoubleClicks
Consolidated Statements of Operations from the respective dates
of acquisition.



| |             
| | ------------
| | Divestitures



| |                        
| | -----------------------
| | European Media Business

On January 28, 2002, DoubleClick completed
the sale of its European Media business to AdLINK Internet
Media AG (AdLINK), a German provider of
Internet advertising solutions, in exchange for
$26.3 million and the assumption by AdLINK of liabilities
associated with DoubleClicks European Media business.
Intercompany liabilities in an amount equal to $4.3 million
were settled through a cash payment by AdLINK to DoubleClick at
the closing of the transaction. Following the closing of the
transaction described above, United Internet AG
(United Internet), AdLINKs largest
shareholder, exercised its right to sell to DoubleClick 15% of
the outstanding common shares of AdLINK in exchange for
$30.6 million. Pursuant to its agreement with United
Internet, the exercise of this right caused DoubleClicks
option to acquire an additional 21% of AdLINK common shares from
United Internet to vest. This option is only exercisable over a
two-year period if AdLINK has achieved EBITDA-positive results
for two out of three consecutive fiscal quarters before December
2003. EBITDA, as defined in the option agreement, is earnings
before interest, taxes, depreciation, amortization, and one-time
charges, such as restructuring costs, mergers and acquisition
related costs, and other extraordinary items, determined in
accordance with generally accepted accounting principles in the
United States. Should AdLINK fail to achieve these results, the
option will expire unexercisable in December 2003. AdLINK
achieved EBITDA-positive results in the fourth quarter of 2002
but failed to achieve EBITDA-positive results in the first
quarter of 2003.

11



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


As the result of the transactions described
above, DoubleClick sold its European Media business and received
a 15% interest in AdLINK, which represented approximately
3.9 million shares valued at approximately
$8.3 million. DoubleClicks option to acquire an
additional 21% of the outstanding common shares of AdLINK from
United Internet also vested. DoubleClick was partially
reimbursed $2.0 million for its cash outlays related to the
acquisitions of, and payments with respect to, the minority
interests in certain of its European subsidiaries pursuant to
its agreement to sell its European Media business.
DoubleClicks investment in AdLINK is included in
Investments in affiliates in the Consolidated
Balance Sheets.

Revenue recognized from sales to AdLINK was
approximately $0.7 million during the quarter ended
March 31, 2003.



| |                             
| | ----------------------------
| | North America Media Business

On July 10, 2002, DoubleClick sold its North
American Media business to L90, Inc. Upon completion of the
transaction, L90, Inc. was renamed MaxWorldwide, Inc.
(MaxWorldwide). In exchange for the North American
Media business, DoubleClick received 4.8 million shares in
MaxWorldwide and $5 million in cash. The 4.8 million
shares represented 16.1% of outstanding MaxWorldwide common
stock and were valued at approximately $3.1 million.
DoubleClick may also receive an additional $6.0 million if,
during the three-year period subsequent to consummation of the
transaction, MaxWorldwide has achieved EBITDA-positive results,
for two out of three consecutive quarters. EBITDA, as defined in
the merger agreement, is earnings before interest, taxes,
depreciation and amortization, excluding certain non-recurring
items. During the three months ended September 30, 2002 and
December 31, 2002, MaxWorldwide did not achieve
EBITDA-positive results. MaxWorldwides results for the
three months ended March 31, 2003 were not publicly
available as of the date of this filing.

On August 13, 2002, MaxWorldwide repurchased
5,596,972 shares of its common stock. As the result of this
repurchase, DoubleClicks ownership percentage increased to
19.8%.

DoubleClick accounts for this investment under
the equity method of accounting and reports its share of
MaxWorldwides results on a 90-day lag. The investment is
included in Investments in affiliates in the
Consolidated Balance Sheets.

On March 12, 2003, MaxWorldwide announced
that it has agreed to sell its MaxOnline division to Focus
Interactive, Inc. for approximately $5.0 million in cash
plus additional amounts contingent upon the satisfaction of
specified conditions. The sale is subject to MaxWorldwide
shareholder approval and other closing conditions. In addition,
in their Form 10-K, MaxWorldwide reported that if the sale
of its MaxOnline division is consummated, it currently intends
to adopt a plan of liquidation and dissolution following the
sale pursuant to which it would liquidate and dissolve the
company. DoubleClick is evaluating the potential effect of the
proposed transaction on its right to receive the
$6.0 million in contingent cash consideration from the sale
of DoubleClicks North American Media business to
MaxWorldwide in July 2002 discussed above.

DoubleClick recognized revenue of approximately
$0.8 million during the quarter ended March 31, 2003
relating to services provided to MaxWorldwide.



| |      
| | -----
| | @plan

On May 6, 2002, DoubleClick sold its @plan
research product line to NetRatings, Inc.
(NetRatings) a provider of technology-driven
Internet audience information solutions for media and commerce,
in exchange for $12.0 million in cash and
505,739 shares of NetRatings common stock valued at
approximately

12



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


$6.1 million. DoubleClick sold the
NetRatings shares in the fourth quarter of 2002 and the first
quarter of 2003.



| |                  
| | -----------------
| | DoubleClick Japan

On December 26, 2002, DoubleClick sold
45,049 shares of common stock in DoubleClick Japan and
received proceeds of $14.3 million, reducing its ownership
interest from 38.2% to 15.6%. As a result of this transaction,
DoubleClick will account for its remaining 31,271 shares in
DoubleClick Japan under the equity method of accounting.
DoubleClick will also retain one seat on DoubleClick
Japans board of directors. DoubleClicks investment
in DoubleClick Japan is included in Investments in
affiliates in the Consolidated Balance Sheets.

Revenue recognized through services provided to
DoubleClick Japan was approximately $0.8 million during the
quarter ended March 31, 2003.

The following unaudited pro forma results of
operations have been prepared assuming that the acquisitions of
Protagona, Abacus Direct Europe, and MessageMedia, consummated
during 2002, and the dispositions of the European and North
American Media businesses, @plan research product line, and a
portion of our interest in DoubleClick Japan completed during
2002, occurred at the beginning of 2002. This pro forma
financial information should not be considered indicative of the
actual results that would have been achieved had the
acquisitions and dispositions been completed on the dates
indicated and does not purport to indicate results of operations
as of any future date or any future period.

|                                     |  |                       |        |      |  |   |        |  
|------------------------------------ |  | --------------------- | ------ | ---- |  | - | ------ | -
|                                     |  |                      
|                                     |  | Three Months Ended   
|                                     |  | March 31,            
|                                     |  |                      
|                                     |  | 2003                  |        | 2002
|                                     |  |                       |        |     
|                                     |  |                      
|                                     |  | (In thousands, except
|                                     |  | per share data)      
|Revenues                             |  | $                     | 60,054 |      |  | $ | 65,753 |  
|Net income (loss)                    |  | $                     | 906    |      |  | $ | (6,132 | )
|Net loss per basic and diluted share |  | $                     | 0.01   |      |  | $ | (0.05  | )

Note 3  Investment in
Affiliates

DoubleClicks investments in affiliates at
March 31, 2003 and December 31, 2002 consist of the
following:

|                         |  |                |       |      |  |   |        | 
|------------------------ |  | -------------- | ----- | ---- |  | - | ------ | 
|                         |  | 2003           |       | 2002
|                         |  |                |       |     
|                         |  |               
|                         |  | (In thousands)
|AdLINK Internet Media AG |  | $              | 2,237 |      |  | $ | 2,818  | 
|NetRatings, Inc.         |  |                |      |      |  |   | 746    | 
|MaxWorldwide, Inc.       |  |                | 988   |      |  |   | 1,994  | 
|DoubleClick Japan        |  |                | 6,142 |      |  |   | 6,401  | 
|Other                    |  |                | 166   |      |  |   | 166    | 
|                         |  |                |       |      |  |   |        | 
|                         |  | $              | 9,533 |      |  | $ | 12,125 | 
|                         |  |                |       |      |  |   |        | 

During the first quarter of 2003, DoubleClick
sold its remaining investment in NetRatings, Inc. and received
proceeds of approximately $0.6 million. The gain recognized
on the sale of this investment was not material.

13



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


DoubleClicks investment in AdLINK Internet
Media AG represents an investment in a publicly traded company
which is accounted for as available-for-sale marketable
securities. Accordingly this investment is carried at fair
value. At March 31, 2003 and December 31, 2002
DoubleClicks cost basis in this investment was
approximately $1.9 million.

As of March 31, 2003 DoubleClicks
investment in MaxWorldwide, Inc. and DoubleClick Japan represent
investments in publicly traded companies which are accounted
under the equity method of accounting. At March 31, 2003
and December 31, 2002 the fair value of these investments
were as follows:

|                   |  |                |       |              |  |   |       | 
|------------------ |  | -------------- | ----- | ------------ |  | - | ----- | 
|                   |  | March 31,      |       | December 31,
|                   |  | 2003           |       | 2002        
|                   |  |                |       |             
|                   |  |               
|                   |  | (In thousands)
|MaxWorldwide, Inc. |  | $              | 3,216 |              |  | $ | 2,880 | 
|DoubleClick Japan  |  | $              | 5,005 |              |  | $ | 6,332 | 

Note 4  Intangible Assets

Intangible assets consist of the following:

|                   |                                |                |           |                |  |              |        |        |  |     |         |         |   |   |        |       |  |   |        |       | 
|------------------ | ------------------------------ | -------------- | --------- | -------------- |  | ------------ | ------ | ------ |  | --- | ------- | ------- | - | - | ------ | ----- |  | - | ------ | ----- | 
|                   |                                |                |           |                |  |             
|                   |                                |                |           | March 31, 2003 |  |             
|                   |                                | Weighted       |           |                |  | December 31,
|                   |                                | Average        |           | Gross          |  |              |        | 2002  
|                   |                                | Amortization   |           | Carrying       |  | Accumulated  |        |        |  |    
|                   |                                | Period         |           | Amount         |  | Amortization |        | Net    |  | Net
|                   |                                |                |           |                |  |              |        |        |  |    
|                   |                                |               
|                   |                                | (In thousands)
|Intangible assets: |                                |                |           |                |  |              |        |        |  |     |         |         |   |   |        |       |  |   |        |      
|                   | Patents and trademarks         |                |           | 33 months      |  |              | $      | 2,084  |  |     | $       | (1,936  | ) |   | $      | 148   |  |   | $      | 322   | 
|                   | Customer lists                 |                |           | 27 months      |  |              |        | 21,614 |  |     |         | (17,513 | ) |   |        | 4,101 |  |   |        | 5,983 | 
|                   | Purchased technology and other |                |           | 35 months      |  |              |        | 10,632 |  |     |         | (4,443  | ) |   |        | 6,189 |  |   |        | 7,073 | 
|                   |                                |                |           |                |  |              |        |        |  |     |         |         |   |   |        |       |  |   |        |      
|                   |                                |                | 30 months |                |  | $            | 34,330 |        |  | $   | (23,892 | )       |   | $ | 10,438 |       |  | $ | 13,378 |      
|                   |                                |                |           |                |  |              |        |        |  |     |         |         |   |   |        |       |  |   |        |      

Amortization expense was $3.0 million and
$3.6 million for the quarters ended March 31, 2003 and
2002, respectively. For the quarters ended March 31, 2003
and 2002, $0.9 million and $0.4 million, respectively,
of amortization expense relating to purchased technology has
been included as a component of cost of revenue in the
Consolidated Statements of Operations.

Based on the balance of intangible assets at
March 31, 2003, the annual amortization expense for each of
the succeeding five fiscal years is estimated to be
$8.7 million, $2.6 million, $0.9 million,
$0.8 million, and $0.4 million in 2003, 2004, 2005,
2006, and 2007, respectively.

Note 5  Restructuring
Charges

Throughout 2002, management took additional steps
to realign its sales, development and administrative
organization and reduce corporate overhead to position
DoubleClick for profitable growth in the future consistent with
managements long-term objectives. This involved the
involuntary termination of approximately 250 employees,
primarily from DoubleClicks TechSolutions division, as
well as charges for excess real estate space and closure of
several offices. During fiscal 2002, DoubleClick recorded a
restructuring charge of approximately $98.4 million, of
which $1.4 million was recorded in the first quarter of
2002.

During the first quarter of 2003, no such charges
were recorded.

In determining the restructuring charge
associated with its future lease commitments, DoubleClick
engaged a third party real estate firm to provide estimates of
the expected future sublease income for its excess

14



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


and idle space, which also includes an estimate
of the time period required to identify new sublessees. This
analysis was performed based on the current real estate market
conditions in the local markets where DoubleClicks
facilities are located. This real estate firm also provided
estimates of lease termination/buyout fees landlords may charge
to terminate existing leases rather than subleasing idle and
excess space. DoubleClicks restructuring charge relating
to future lease commitments is based on its review of this
information. Should market conditions or other circumstances
change, this information may be updated and additional charges
may be required.

The following table sets forth a summary of the
costs and related charges for DoubleClicks restructuring
charges and the balance of the restructuring reserves
established:

|                             |  |           |      |              |  |       |         |   |  |   |         |  
|---------------------------- |  | --------- | ---- | ------------ |  | ----- | ------- | - |  | - | ------- | -
|                             |  |           |      | Future Lease |  |      
|                             |  | Severance |      | Costs        |  | Total
|                             |  |           |      |              |  |      
|Balance at December 31, 2002 |  | $         | 356  |              |  | $     | 106,758 |   |  | $ | 107,114 |  
|Cash expenditures            |  |           | (253 | )            |  |       | (2,666  | ) |  |   | (2,919  | )
|                             |  |           |      |              |  |       |         |   |  |   |         |  
|Balance at March 31, 2003    |  | $         | 103  |              |  | $     | 104,092 |   |  | $ | 104,195 |  
|                             |  |           |      |              |  |       |         |   |  |   |         |  

As of March 31, 2003, approximately
$49.3 million and $54.9 million remains accrued in
Accrued expenses and other current liabilities and
Other long-term liabilities, respectively.

On April 18, 2003, DoubleClick entered into
an agreement to terminate one of its existing leases, which
would require a payment of approximately $14.5 million in
cash upon the satisfaction of certain conditions. These
termination fees were accrued in previous periods and are
included as a component of Accrued expenses and other
current liabilities.

Note 6  Contingencies

In April 2002, a consolidated amended class
action complaint alleging violations of the federal securities
laws in connection with DoubleClicks follow-on offerings
was filed in the United States District Court for the Southern
District of New York naming as defendants DoubleClick, some of
its officers and directors and certain underwriters of
DoubleClicks follow-on offerings. In October 2002, the
action was dismissed against the named officers and directors
without prejudice. However, claims against the Company remain.
In July 2002, the Company and the other issuers in the
consolidated cases filed motions to dismiss the amended
complaint for failure to state a claim, which was denied as to
the Company in February 2003. DoubleClick intends to dispute
these allegations and defend this lawsuit vigorously.

15



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##### Table of Contents



DOUBLECLICK INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(Unaudited)


Note 7  Segment Reporting

DoubleClick is organized into two segments:
Technology (or TechSolutions) and Data. During 2002,
through a series of transactions, DoubleClick divested of its
media businesses and no longer reports a DoubleClick Media
segment.

|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|------------------------------- |  | ------------------ | ------ | ------------------ |  | ----- | ------ | ---------- |  | ---- | ------ | ----- |  | ----- | ------ | - |  | - | ------ | - |  | - | ------ |  |  | - | ------ | -
|                                |  |                    |        |                   
|                                |  | Three Months Ended |        | Three Months Ended
|                                |  | March 31, 2003     |        | March 31, 2002    
|                                |  |                    |        |                   
|                                |  | Technology         |        | Data               |  | Total |        | Technology |  | Data |        | Media |  | Total
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |      
|Revenue                         |  | $                  | 41,528 |                    |  | $     | 18,526 |            |  | $    | 60,054 |       |  | $     | 50,426 |   |  | $ | 18,218 |   |  | $ | 16,337 |  |  | $ | 84,981 |  
|Intersegment elimination        |  |                    |       |                    |  |       |       |            |  |      |       |       |  |       | (1,262 | ) |  |   | (63    | ) |  |   |       |  |  |   | (1,325 | )
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Revenue from external customers |  | $                  | 41,528 |                    |  | $     | 18,526 |            |  | $    | 60,054 |       |  | $     | 49,164 |   |  | $ | 18,155 |   |  | $ | 16,337 |  |  | $ | 83,656 |  
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Segment gross profit            |  | $                  | 25,443 |                    |  | $     | 12,664 |            |  | $    | 38,107 |       |  | $     | 34,359 |   |  | $ | 12,683 |   |  | $ | 4,669  |  |  | $ | 51,711 |  
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Data commission fee             |  |                    |        |                    |  |       |        |            |  |      |       |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   | (54    | )
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Consolidated gross profit       |  |                    |        |                    |  |       |        |            |  | $    | 38,107 |       |  |       |        |   |  |   |        |   |  |   |        |  |  | $ | 51,657 |  
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  

Note 8  Comprehensive
Loss

Comprehensive loss consists of net income (loss),
unrealized gains and losses on marketable securities and foreign
currency translation adjustments. Comprehensive loss was
$1.2 million and $3.7 million for the three months
ended March 31, 2003 and 2002, respectively.

16



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

DOUBLECLICK INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION

AND RESULTS OF OPERATIONS


THE FOLLOWING DISCUSSION OF THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF DOUBLECLICK CONTAINS
FORWARD-LOOKING STATEMENTS RELATING TO FUTURE EVENTS AND THE
FUTURE PERFORMANCE OF DOUBLECLICK WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. STOCKHOLDERS ARE CAUTIONED THAT SUCH STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES. DOUBLECLICKS ACTUAL RESULTS AND
TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF
CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO, THOSE SET FORTH
UNDER RISK FACTORS AND ELSEWHERE IN THIS REPORT AND
IN DOUBLECLICKS OTHER PUBLIC FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION. IT IS ROUTINE FOR OUR INTERNAL
PROJECTIONS AND EXPECTATIONS TO CHANGE AS THE YEAR OR EACH
QUARTER IN THE YEAR PROGRESS, AND THEREFORE IT SHOULD BE CLEARLY
UNDERSTOOD THAT THE INTERNAL PROJECTIONS AND BELIEFS UPON WHICH
WE BASE OUR EXPECTATIONS MIGHT CHANGE PRIOR TO THE END OF EACH
QUARTER OR THE YEAR. ALTHOUGH THESE EXPECTATIONS MAY CHANGE, WE
MAY NOT INFORM YOU IF THEY DO.

Overview

DoubleClick provides marketing technology and
data products and services that direct marketers, Web publishers
and advertisers use to optimize their marketing programs and
efficiently reach their customers. These technologies have
become leading tools for online advertising, email delivery,
offline database marketing, campaign management and marketing
analytics. Our products and services are designed to improve the
performance and simplify the complexities of marketing.

We derive our revenues from two business segments:



| |   |                                                                            
| | - | ---------------------------------------------------------------------------
| |  | DoubleClick Technology Solutions
    (Technology or TechSolutions); and
|
| |  | DoubleClick Data (Data).                                                 

During 2002, through a series of transactions, we
divested of our media businesses and no longer report a
DoubleClick Media segment.

DoubleClick TechSolutions.DoubleClick TechSolutions includes
our ad management products and services, advertiser products,
email technology products and campaign management and analytics
products and services. Our ad management products enable Web
sites to generate advertising revenue with a choice between our
DART for Publishers Service, a Web-based application, and DART
Enterprise, our licensed ad serving software product. Our
advertiser products include DART for Advertisers, a Web hosted
advertising management and serving solution that helps marketers
reach their online goals efficiently and effectively, and
MediaVisor, a hosted, Web-based media planning, buying and
campaign management workflow solution.

Our suite of email technology products include
both the DARTmail Service, which is a Web-based application, and
Unitymail, a licensed software product. These products and
services allow direct marketers and Web publishers to manage and
deliver their email marketing campaigns. Following the
acquisition of Protagona plc in November 2002, we began to offer
DoubleClick Ensemble, a campaign management software product and
other related products and services. We also offer SiteAdvance,
a hosted Web site measurement and analysis solution that was
designed specifically for online merchants.

17



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##### Table of Contents



DoubleClick Data.DoubleClick Data consists of our
Abacus division, which provides products and services to direct
marketers. DoubleClick Data maintains the Abacus Alliance
database, which is the largest proprietary database of consumer
transactions used for target marketing purposes. Abacus combines
the power of this shared data with advanced statistical modeling
to help Alliance participants improve profitability and increase
market share. Abacus key products and services include
prospecting, housefile modeling and direct mail list
optimization. DoubleClick also maintains an Alliance database in
the United Kingdom. In addition, DoubleClick Data offers a
Business-to-Business Alliance and ChannelView, an analytics tool
that tracks multi-channel sales so marketers can effectively
measure their promotion and campaign results.



| |                    
| | -------------------
| | Recent Developments

In connection with the sale of its North American
media business, DoubleClick received, among other things,
4.8 million shares of MaxWorldwide, Inc. common stock.
DoubleClick accounts for this investment in MaxWorldwide, Inc.
under the equity method of accounting and reports its share of
MaxWorldwides results on a 90-day lag.

In DoubleClicks Annual Report on
Form 10-K for the year ended December 31, 2002 and
DoubleClicks Current Report on Form 8-K, dated
April 15, 2003, DoubleClick reported its share of
MaxWorldwides results for the three months ended
September 30, 2002 and December 31, 2002,
respectively, based on estimates of MaxWorldwides results
derived from financial information provided to DoubleClick by
MaxWorldwide prior to the date of those reports.

On May 9, 2003, MaxWorldwide filed its
Annual Report on Form 10-K for the year ended
December 31, 2002. Based on the financial information
contained in MaxWorldwides Form 10-K, DoubleClick
recorded an additional expense in the first quarter of 2003 of
approximately $0.5 million to reconcile our estimates of
MaxWorldwides results for the three months ended
September 30, 2002 and December 31, 2002,
respectively, with the actual results reported in
MaxWorldwides Form 10-K. Despite recording this
additional expense, DoubleClicks earnings per share for
the three months ended March 31, 2003 was $0.01 which is
consistent with the earnings per share reported by DoubleClick
in its Form 8-K, dated April 15, 2003.

Critical Accounting Policies

DoubleClicks discussion and analysis of its
financial condition and results of operations are based upon
DoubleClicks consolidated financial statements, which have
been prepared in accordance with Generally Accepted Accounting
Principles. The preparation of these consolidated financial
statements requires DoubleClick to make estimates, judgments,
and assumptions, which are believed to be reasonable, based on
the information available. These estimates and assumptions
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent liabilities. A
variance in the estimates or assumptions used could yield a
materially different accounting result. Described below are the
areas where we believe that the estimates, judgments or
assumptions that we have made, if different, would have yielded
the most significant differences in our financial statements.



| |                        
| | -----------------------
| | Restructuring estimates

DoubleClicks restructuring reserves are
primarily related to our facilities. In determining the
restructuring charge associated with our future lease
commitments, DoubleClick engaged a third party real estate firm
to provide estimates of the future sublease income for its
excess and idle space, which also includes an estimate of the
time period required to identify sublessees. This analysis was
performed based on the current real estate market conditions in
the local markets where DoubleClicks facilities are
located. This real estate firm also provided estimates of lease
termination/ buyout fees landlords may charge to terminate
existing leases rather than subleasing idle and excess space.
DoubleClicks restructuring charge relating to future lease
commitments is based on its review of this information. Should
market conditions change, this information may be updated and
additional charges may be required.

18



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| |                                    
| | -----------------------------------
| | Advertiser credits and bad
    debt

DoubleClick records reductions to revenue for the
estimated future credits issuable to its customers in the event
that delivered advertisements do not meet contractual
specifications. DoubleClick follows this method since reasonably
dependable estimates of such credits can be made based on
historical experience. Should the actual amount of customer
credits differ from DoubleClicks estimates, revisions to
the associated allowance may be required. DoubleClick maintains
an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required
payments. If the financial condition of DoubleClicks
customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances for
doubtful accounts could be required in subsequent periods.



| |                                           
| | ------------------------------------------
| | Valuation of investments in
    affiliates

DoubleClick invests in companies, technologies
and intangible assets in areas within its strategic focus, some
of which have volatile fair values and uncertain profit
potentials. DoubleClick evaluates its investments for impairment
on a periodic basis and reduces the carrying values of such
assets to their estimated fair value when it believes an
investment has experienced a decline in value that is other than
temporary. Future adverse changes in market conditions or poor
operating results of strategic investments could indicate an
inability to recover the carrying value of the investments may
not be reflected in an investments current carrying value,
thereby possibly requiring impairment charges in the future.

When it is determined that the carrying value of
investments may not be recoverable, management measures
impairment based on projected discounted cash flows, revenue
projections, recent transactions involving similar businesses
and price/revenue multiples at which they were bought and sold,
price/revenue multiples of competitors, and the closing market
price for investments that are publicly traded.



| |                                                                            
| | ---------------------------------------------------------------------------
| | Valuation of goodwill and long-lived assets
    including intangible assets

DoubleClick evaluates its goodwill for impairment
annually, as well as when an event triggering impairment may
have occurred. DoubleClick has elected to perform its annual
analysis during the fourth quarter of each fiscal year as of
October 1st. In accordance with Statements of Financial
Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, DoubleClick utilizes
a two-step process for impairment testing of goodwill. The first
step tests for impairment, while the second step, if necessary,
measures the impairment. Management tests for impairment based
on projected discounted cash flows, revenue projections, recent
transactions involving similar businesses and price/revenue
multiples at which they were bought and sold and price/revenue
multiples of competitors.

DoubleClick assesses the recoverability of
long-lived assets, including intangible assets held and used
whenever events or changes in circumstances indicate that future
cash flows (undiscounted and without interest charges) expected
to be generated by an assets disposition or use may not be
sufficient to support its carrying value. If such undiscounted
cash flows are not sufficient to support the recorded value of
assets, an impairment loss is recognized to reduce the carrying
value of long-lived assets to their estimated fair value.



| |                    
| | -------------------
| | Deferred tax assets

Pursuant to SFAS 109, DoubleClick records a
valuation allowance to the extent its deferred tax assets are
not more likely than not to be realized. For the three months
ended March 31, 2003 and 2002, DoubleClick has recorded a
full valuation allowance against its net deferred tax assets
since management believes that after considering all the
available objective evidence, both positive and negative,
historical and prospective, with greater weight given to
historical evidence, it is not more likely that not that these
assets will be realized. In the event that DoubleClick were to
determine that it would be able to realize some or all of its
deferred tax assets, an adjustment to the net deferred tax asset
would increase income and/or adjust additional paid-in capital
in the period such a determination was made.

19



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| |                       
| | ----------------------
| | Property and equipment

Property and equipment is stated at cost and
depreciated using the straight-line method over the shorter of
the estimated life of the asset or the lease term. DoubleClick
periodically reviews the useful lives of its assets for
appropriateness. In the event that it is determined that the
estimated useful life of its assets needs to be adjusted to
reflect depreciation expense over the remaining time that the
assets are expected to remain in service, future income or
losses will be impacted in the subsequent periods after such a
determination is made.



| |                                     
| | ------------------------------------
| | Recent Accounting
    Pronouncements

In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities (SFAS No. 146). SFAS
No. 146 nullifies EITF Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity including Certain Costs Incurred in a
Restructuring (EITF 94-3). The principal difference
between SFAS No. 146 and EITF 94-3 relates to the
recognition of a liability for a cost associated with an exit or
disposal activity. SFAS No. 146 requires that a liability
be recognized for those costs only when the liability is
incurred, that is, when it meets the definition of a liability
in the FASBs conceptual framework. In contrast,
EITF 94-3 required recognition of a liability for an exit
cost when management committed to an exit plan. SFAS
No. 146 also establishes fair value as the objective for
initial measurement of liabilities related to exit or disposal
activities. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002 and
has no effect on exit or disposal activities begun prior to this
date.

In December 2002, the FASB issued SFAS
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. This
Statement amends SFAS No. 123, Stock-Based
Compensation, to provide alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition,
this Statement amends the disclosure requirements of SFAS
No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results. DoubleClick will continue to account
for stock-based compensation in accordance with APB No. 25.
DoubleClick has adopted the disclosure only provision of SFAS
No. 148 which have been incorporated into these financial
statements in the accompanying footnotes.

Business Transactions



| |             
| | ------------
| | Acquisitions



| |             
| | ------------
| | MessageMedia

On January 18, 2002, DoubleClick completed
its acquisition of MessageMedia, Inc., a provider of
permission-based, email marketing and messaging solutions. The
acquisition of MessageMedia has allowed DoubleClick to expand
its suite of email product and service offerings as well as
broaden its client base. DoubleClick acquired all the
outstanding shares, options and warrants of MessageMedia in
exchange for approximately one million shares of DoubleClick
common stock valued at approximately $7.5 million, and
stock options and warrants to acquire DoubleClick common stock
valued at approximately $0.2 million. In connection with
the acquisition, DoubleClick loaned $2.0 million to
MessageMedia to satisfy MessageMedias operating
requirements. The loan was extinguished upon the closing of the
acquisition and included as a component of the purchase price.
The purchase price, inclusive of approximately $1.6 million
of direct acquisition costs, was approximately
$11.3 million.



| |                     
| | --------------------
| | Abacus Direct Europe

On June 26, 2002, DoubleClick acquired the
remaining 50% of the Abacus Direct Europe joint venture that it
did not previously own from VNU Marketing Information
Europe & Asia B.V, an affiliate of Claritas
(UK) Limited. The joint venture was formed in November 1998
and provides database-marketing services to the direct marketing
industry, primarily in the United Kingdom. DoubleClicks
investment in the joint venture was previously accounted for
under the equity method of accounting. DoubleClick acquired all
the outstanding

20



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##### Table of Contents



shares of Abacus Direct Europe held by VNU in
exchange for approximately $3.7 million in cash and direct
acquisition costs.




| |          
| | ---------
| | Protagona

On November 4, 2002, DoubleClick completed
its acquisition of Protagona plc, a campaign management
software company based in the United Kingdom. In the
transaction, DoubleClick acquired all the outstanding shares of
Protagona in exchange for approximately $13.6 million in
cash and direct acquisition costs.



| |           
| | ----------
| | Divestures



| |                        
| | -----------------------
| | European Media Business

On January 28, 2002, DoubleClick completed
the sale of its European Media business to AdLINK Internet Media
AG, a German provider of Internet advertising solutions, in
exchange for $26.3 million and the assumption by AdLINK of
liabilities associated with DoubleClicks European Media
business. Intercompany liabilities in an amount equal to
$4.3 million were settled through a cash payment by AdLINK
to DoubleClick at the closing of the transaction. Following the
closing of the transaction described above, United Internet AG,
AdLINKs largest shareholder, exercised its right to sell
to DoubleClick 15% of the outstanding common shares of AdLINK in
exchange for $30.6 million. Pursuant to its agreement with
United Internet, the exercise of this right caused
DoubleClicks option to acquire an additional 21% of AdLINK
common shares from United Internet to vest. This option is only
exercisable over a two-year period if AdLINK has achieved
EBITDA-positive results for two out of three consecutive fiscal
quarters before December 2003. EBITDA, as defined in the option
agreement, is earnings before interest, taxes, depreciation,
amortization, and one-time charges such as restructuring costs,
mergers and acquisition related costs, and other extraordinary
items, determined in accordance with generally accepted
accounting principles in the United States. Should AdLINK fail
to achieve these results, the option will expire unexercisable
in December 2003. AdLINK achieved EBITDA-positive results in the
fourth quarter of 2002 but failed to achieve EBITDA positive
results in the first quarter of 2003.

As the result of the transactions described
above, DoubleClick sold its European Media business and received
a 15% interest in AdLINK, which represented approximately
3.9 million shares valued at approximately
$8.3 million. DoubleClicks option to acquire an
additional 21% of the outstanding common shares of AdLINK from
United Internet also vested. DoubleClick was partially
reimbursed $2.0 million for its cash outlays related to the
acquisitions of, and payments with respect to, the minority
interests in certain of its European subsidiaries pursuant to
its agreement to sell its European Media business. As a result
of this transaction, DoubleClick recognized a loss of
approximately $1.4 million, which has been included in
Loss on sale of business in the Consolidated
Statements of Operations.



| |                             
| | ----------------------------
| | North America Media Business

On July 10, 2002, DoubleClick sold its North
American Media business to L90, Inc. Upon completion of the
transaction, L90, Inc. was renamed MaxWorldwide, Inc. In
exchange for the North American Media business, DoubleClick
received 4.8 million shares in MaxWorldwide and $5 million
in cash. The 4.8 million shares represented 16.1% of
outstanding MaxWorldwide common stock and were valued at
approximately $3.1 million. DoubleClick may also receive an
additional $6 million if, during the three-year period
subsequent to consummation of the transaction, MaxWorldwide has
achieved EBITDA-positive results, for two out of three
consecutive quarters. EBITDA, as defined in the merger
agreement, is earnings before interest, taxes, depreciation and
amortization, excluding certain non-recurring items. During the
three months ended September 30, 2002 and December 31,
2002, MaxWorldwide did not achieve EBITDA-positive results.
MaxWorldwides results for the three months ended
March 31, 2003 were not publicly available as of the date
of this filing.

21



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##### Table of Contents





| |      
| | -----
| | @plan

On May 6, 2002, DoubleClick sold its @plan
research product line to NetRatings, Inc., a provider of
technology-driven Internet audience information solutions for
media and commerce, in exchange for $12.0 million in cash
and 505,739 shares of NetRatings common stock valued at
approximately $6.1 million. DoubleClick sold these shares
in the fourth quarter of 2002 and the first quarter of 2003.



| |                  
| | -----------------
| | DoubleClick Japan

On December 26, 2002, DoubleClick sold
45,049 shares of common stock in DoubleClick Japan and
received proceeds of $14.3 million, reducing its ownership
interest from 38.2% to 15.6%. As a result of this transaction,
DoubleClick will account for its remaining 31,271 shares in
DoubleClick Japan under the equity method of accounting.
DoubleClick will also retain one seat on DoubleClick
Japans board of directors.

Results of Operations

Revenues and gross profit by segment are as
follows:

|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|------------------------------- |  | ------------------ | ------ | ------------------ |  | ----- | ------ | ---------- |  | ---- | ------ | ----- |  | ----- | ------ | - |  | - | ------ | - |  | - | ------ |  |  | - | ------ | -
|                                |  |                    |        |                   
|                                |  | Three Months Ended |        | Three Months Ended
|                                |  | March 31, 2003     |        | March 31, 2002    
|                                |  |                    |        |                   
|                                |  | Technology         |        | Data               |  | Total |        | Technology |  | Data |        | Media |  | Total
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |      
|Revenue                         |  | $                  | 41,528 |                    |  | $     | 18,526 |            |  | $    | 60,054 |       |  | $     | 50,426 |   |  | $ | 18,218 |   |  | $ | 16,337 |  |  | $ | 84,981 |  
|Intersegment elimination        |  |                    |       |                    |  |       |       |            |  |      |       |       |  |       | (1,262 | ) |  |   | (63    | ) |  |   |       |  |  |   | (1,325 | )
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Revenue from external customers |  | $                  | 41,528 |                    |  | $     | 18,526 |            |  | $    | 60,054 |       |  | $     | 49,164 |   |  | $ | 18,155 |   |  | $ | 16,337 |  |  | $ | 83,656 |  
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Segment gross profit            |  | $                  | 25,443 |                    |  | $     | 12,664 |            |  | $    | 38,107 |       |  | $     | 34,359 |   |  | $ | 12,683 |   |  | $ | 4,669  |  |  | $ | 51,711 |  
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Data commission fee             |  |                    |        |                    |  |       |        |            |  |      |       |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   | (54    | )
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  
|Consolidated gross profit       |  |                    |        |                    |  |       |        |            |  | $    | 38,107 |       |  |       |        |   |  |   |        |   |  |   |        |  |  | $ | 51,657 |  
|                                |  |                    |        |                    |  |       |        |            |  |      |        |       |  |       |        |   |  |   |        |   |  |   |        |  |  |   |        |  



| |                          
| | -------------------------
| | DoubleClick TechSolutions

DoubleClick TechSolutions revenue is derived
primarily from the sales of our ad management products,
consisting of the DART for Publishers Service, the DART
Enterprise ad serving software product, the DART for Advertisers
Service, our suite of email products based on DoubleClicks
DARTmail Service and DoubleClick Ensemble, our campaign
management software product. TechSolutions cost of revenue
includes costs associated with the delivery of advertisements
and emails, including Internet access costs, depreciation of the
ad and email delivery systems, the amortization of purchased
technology, facility- and personnel-related costs incurred to
operate and support our ad management email and campaign
management software products.

TechSolutions revenue decreased 17.6% to
$41.5 million for the three months ended March 31,
2003 from $50.4 million for the three months ended
March 31, 2002. The reduction in TechSolutions revenue
reflected in large part the decline in overall online
advertising spending. The decline in advertising spending has
also intensified pricing competition. These two trends have had
a pronounced effect on our TechSolutions business.

On a product basis, the decrease in TechSolutions
revenue was primarily attributable to declines in our ad
management products, offset by revenue growth in our Ensemble
product offering. Ad management revenue decreased 23.7% to
$31.1 million for the three months ended March 31,
2003 from $40.8 million for the three months ended
March 31, 2002. As a result of the trends noted above, the
effective price for our ad management products decreased
approximately 5% while volume dropped approximately 20%.
DARTmail revenues were $9.5 million for the three months
ended March 31, 2003. DARTmail revenues and volumes were
flat while the effective price for these products declined
slightly as compared to the three months ended March 31,
2002

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DoubleClick TechSolutions gross margin was 61.3%
for the three months ended March 31, 2003 and 68.1% for the
three months ended March 31, 2002. The decrease in gross
margin was primarily attributable to the decline in revenues and
an increase in the amortization of purchased technology due to
the acquisition of Protagona, offset by a reduction in Internet
access costs. The decline in Internet access costs was due to
the renegotiation of many of our contracts with our Internet
service providers.

As a result of the our new product initiatives
and anticipated volume increases due to seasonality, offset
slightly by continued weakness in online advertising spending
among our customers as well as pricing competition, we
anticipate slight increases in both the absolute dollar amount
of TechSolutions revenues and gross profits throughout the
remainder of 2003 as compared to the first quarter of 2003. We
believe that our TechSolutions business is tied to the relative
health of the economy. Significant changes within the economy
may materially impact these results.



| |                 
| | ----------------
| | DoubleClick Data

DoubleClick Data revenue has historically been
derived primarily from its Abacus division, which provides
products and services such as prospecting, housefile modeling
and list optimization to direct marketers and merchants in the
Abacus member alliances. Following the acquisition of @plan.inc
in February 2001, we created a separate research division within
DoubleClick Data designed to offer market research analysis
tools that provide advertisers, brand marketers and e-businesses
with analyses of online advertising campaigns, consumer behavior
and purchasing patterns. Research revenue was derived primarily
from the sale of annual subscriptions to its market research
systems. DoubleClick Data cost of revenue includes expenses
associated with maintaining and updating the Abacus and Research
databases, the technical infrastructure to produce our products
and services, facility and personnel related expenses to operate
and support our production equipment, the amortization of
purchased intangible assets, and subscriptions to third party
providers of lifestyle and demographic data that is used to
supplement our transactions based database.

On May 6, 2002, DoubleClick sold its @plan
research product line to NetRatings, Inc., a provider of
technology-driven Internet audience information solutions for
media and commerce, in exchange for $12.0 million in cash
and 505,739 shares of NetRatings common stock, valued at
approximately $6.1 million. Revenue and gross profits
recognized by the @plan research product line were approximately
$2.3 million and $1.4 million, respectively, for the
three months ended March 31, 2002.

On June 26, 2002, DoubleClick acquired the
remaining 50% of the Abacus Direct Europe B.V. joint venture
that it did not previously own from VNU Marketing Information
Europe & Asia B.V., an affiliate of Claritas (UK) Limited.
The joint venture was formed in November 1998 and provides
database-marketing services to the direct marketing catalog
industry, primarily in the United Kingdom. The results of
operations for Abacus Direct Europe have been included in
DoubleClicks Consolidated Statements of Operations from
the date of acquisition. Revenues and gross profits recognized
for Abacus Direct Europe were approximately $1.5 million
and $0.6 million, respectively for the three months ended
March 31, 2003. Revenues for Abacus Direct Europe were
primarily related to prospecting services provided to Abacus
Alliance members in the United Kingdom.

DoubleClick Data revenue increased 1.7% to
$18.5 million for the three months ended March 31,
2003 from $18.2 million for the three months ended
March 31, 2002. Gross margin decreased to 68.4% for the
three months ended March 31, 2003 from 69.6% for the three
months ended March 31, 2002.

Overall, DoubleClick Data revenue represents an
increase in revenues generated from the Abacus US business of
$1.1 million and revenues generated from Abacus Direct
Europe of $1.5 million, offset by the impact of the sale of
the @plan research product line in May 2002. The growth in
revenues from the Abacus US business related primarily to
increases in prospecting and housefile modeling services
provided to Abacus Alliance and Business-to-Business Alliance
members as direct marketers began to focus on client
acquisitions.

The decrease in gross margin was primarily
attributable to the increase in costs associated with the
acquisition of the remaining 50% of Abacus Direct Europe that
DoubleClick did not previously own. The costs

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included additional facility- and
personnel-related costs as well as the amortization of purchased
intangible assets.


We anticipate revenues and gross profits of
DoubleClick Data to increase in 2003 in comparison to the year
ago periods as a result of our acquisition of Abacus Direct
Europe and continued growth in our Abacus Alliance and
Business-to-Business Alliance businesses.



| |                  
| | -----------------
| | DoubleClick Media

DoubleClick Media revenue was derived primarily
from the sale and delivery of advertising impressions through
third-party Web sites comprising the DoubleClick Media network.
DoubleClick Media cost of revenue consisted primarily of service
fees paid to Web publishers for impressions delivered on our
network, and the costs of ad delivery and technology support
provided by DoubleClick TechSolutions.

During 2002, through a series of transactions,
DoubleClick divested the DoubleClick Media business. Revenue for
DoubleClick Media was $16.3 million for the three months
ended March 31, 2002. On January 28, 2002, DoubleClick
completed the sale of the European Media business to AdLINK. On
July 10, 2002, DoubleClick completed the sale of the North
American Media business to L90, which was renamed MaxWorldwide.
On December 26, 2002, DoubleClick sold 45,049 shares
of common stock in DoubleClick Japan and reduced its ownership
interest from 38.2% to 15.6%. As a result of this transaction,
DoubleClick will account for its remaining 31,271 shares in
DoubleClick Japan under the equity method of accounting and will
no longer consolidate its results of operations. For the three
months ended March 31, 2002, revenues derived by the
European, North American and DoubleClick Japan Media business
were $1.1 million, $11.9 million and
$3.3 million, respectively.

DoubleClick Medias gross margin was 28.6%
for the three months ended March 31, 2002. Gross profits
recognized by the European, North American and DoubleClick Japan
Media businesses were approximately $0.4 million,
$3.6 million and $0.7 million for the three months
ended March 31, 2002.

Operating Expenses



| |                    
| | -------------------
| | Sales and Marketing

Sales and marketing expenses consist primarily of
compensation and related benefits, sales commissions, general
marketing costs, advertising, bad debt expense and other
operating expenses associated with the sales and marketing
departments. Sales and marketing expenses were
$19.7 million, or 32.7% of revenue, for the three months
ended March 31, 2003, and $29.8 million, or 35.6% of
revenue, for the three months ended March 31, 2002. The
$10.1 million decrease in sales and marketing expense was
primarily attributable to reductions in personnel-related costs
of $5.2 million, as well as reductions in rent and
utilities of $1.0 million and bad debt expense of
$2.0 million. These decreases are commensurate with the
decline in our revenues, headcount reductions associated with
our restructuring activities, and other cost savings
initiatives. We expect the absolute dollar amount of sales and
marketing expenses to increase slightly, but to remain flat as a
percentage of revenues for the remainder of 2003 due to
anticipated higher revenues as compared to the first quarter of
2003.



| |                           
| | --------------------------
| | General and Administrative

General and administrative expenses consist
primarily of compensation and related benefits, professional
services, and other operating expenses associated with our
executive, finance, human resources, legal, facilities, and
administrative departments. General and administrative expenses
were $8.9 million or 14.8% of revenue for the three months
ended March 31, 2003, and $12.0 million or 14.4% of
revenue for the three months ended March 31, 2002. The
$3.1 million decrease in general and administrative expense
was primarily the result of reductions in personnel-related
costs of $1.4 million, rent and utilities of
$0.6 million and depreciation expense of $0.5 million.
Personnel-related costs declined as the result of headcount
reductions associated with our restructuring activities. The
reduction in rent and utilities and depreciation expense was
also the result of headcount reductions as well as office
closures and consolidations. We expect the absolute

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dollar amount of general and administrative
expenses to remain flat but to decrease as a percentage of
revenues for the remainder of 2003 due to anticipated higher
revenues as compared to the first quarter of 2003.




| |                    
| | -------------------
| | Product Development

Product development expenses consist primarily of
compensation and related benefits, consulting fees and other
operating expenses associated with the product development
departments. The product development departments perform
research and development, enhance and maintain existing
products, and provide quality assurance. Product development
expenses were $8.0 million, or 13.4% of revenue, for the
three months ended March 31, 2003, and $10.9 million,
or 13.0% of revenues, for the three months ended March 31,
2002. The $2.9 million decrease in product development
expenses were primarily the result of reductions in
personnel-related costs of $1.4 million, rent and utilities
of $0.5 million and depreciation and related hardware
maintenance of $0.7 million. Personnel-related costs
declined as the result of headcount reductions associated with
our restructuring activities. The reduction in rent and
utilities and depreciation expense was a result of headcount
reductions as well as office closures and consolidations.
Although we will continue to concentrate on the efficient
allocation of our resources, we believe that on-going investment
in product development is critical to the attainment of our
strategic objectives. We expect the absolute dollar amount of
product development expenses to remain flat but to decrease as a
percentage of revenues for the remainder of 2003 due to
anticipated higher revenues as compared to the first quarter of
2003.



| |                                      
| | -------------------------------------
| | Amortization of Other
    Intangibles

Amortization of intangible assets consists
primarily of the amortization of customer lists and patents.
Amortization expense was $2.1 million for the three months
ended March 31, 2003 and $3.1 million for the three
months ended March 31, 2002. The decrease was primarily the
result of intangible assets becoming fully amortized and
impairment charges recorded during 2002.



| |                      
| | ---------------------
| | Restructuring Charges

In March 2002, management took certain actions to
realign our sales organization. This involved the involuntary
termination of approximately 60 employees, primarily from
our TechSolutions and Media operations. As a consequence,
DoubleClick recorded a $1.4 million charge to operations
during the three months ended March 31, 2002, primarily
related to payments for severance. We recognized no such charges
during the three months ended March 31, 2003.

Of the remaining $104.2 million in cash
outlays relating to our restructuring activities, we estimate
that we will pay approximately $49.3 million in the next
twelve months, and approximately $54.9 million thereafter.
We anticipate that these outlays will be funded from available
sources of liquidity. However, there can be no assurance that
such cost reductions can be sustained or that estimated costs of
such actions will not change.

DoubleClick continues to review its operational
performance and may incur additional restructuring charges in
2003, principally related to changes in estimates and
assumptions surrounding excess real estate.



| |                     
| | --------------------
| | Loss from Operations

DoubleClicks operating loss was
$0.5 million for the three months ended March 31, 2003
and $5.7 million for the three months ended March 31,
2002. The decrease in its operating loss of $5.1 million is
primarily attributable to the decrease in our sales and
marketing expenses of $10.2 million, a decrease in general
and administrative expenses of $3.2 million, a decrease in
product development costs of $2.9 million, a decrease in
intangible amortization of $1.0 million and the decrease in
restructuring charges of $1.4 million. This was offset by a
decrease in gross profits of approximately $13.6 million.
DoubleClick continues to manage its operations with a focus on
productivity and manage its headcount accordingly, but due to
the general economic and industry trends it may incur future
losses from operations.

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| |                                            
| | -------------------------------------------
| | Equity in (losses) Income of
    Affiliates

For the three months ended March 31, 2003,
DoubleClick recognized equity losses of $1.3 million
relating to its 15.6% interest in DoubleClick Japan and 19.8%
investment in MaxWorldwide. For the three months ended
March 31, 2002, DoubleClick recognized equity income of
$0.1 million relating to its 50% interest in Abacus Direct
Europe. Since the June 26, 2002 acquisition of the
remaining 50% interest of Abacus Direct Europe that DoubleClick
did not previously own, the results from operations of Abacus
Direct Europe have been consolidated into DoubleClicks
operations.



| |                         
| | ------------------------
| | Loss on Sale of Business

DoubleClicks loss on sale of business was
$1.4 million for the three months ended March 31,
2002. The amount represents a loss incurred on the sale of our
European Media operations in January 2002. We recognized no such
losses during the three months ended March 31, 2003.



| |                        
| | -----------------------
| | Interest and Other, Net

Interest and other, net was $3.0 million for
the three months ended March 31, 2003 and $3.4 million
for the three months ended March 31, 2002. Interest and
other, net included $5.0 million of interest income for the
three months ended March 31, 2003, partially offset by
$2.1 million in interest expense. For the three months
ended March 31, 2002, Interest and other, net included
$7.5 million of interest income, partially offset by
$3.0 million in interest expense. The decrease in interest
income was attributable to the decrease in average investment
yields due to declines in interest rates. The decrease in
interest expense is directly associated with the repurchase of
Convertible Subordinated Notes during 2002. Interest and other,
net in future periods may fluctuate in correlation with the
average cash, investment and debt balances we maintain and as a
result of changes in the market rates of our investments and any
future debt repurchases.



| |                           
| | --------------------------
| | Provision for Income Taxes

The provision for income taxes recorded for the
three months ended March 31, 2003 of $0.3 million consists
principally of income taxes of $0.4 million on the earnings
of some of DoubleClicks foreign subsidiaries and
$0.1 million of federal alternative minimum tax, reduced by
a benefit of approximately $0.2 million of state and local
tax refunds received during the first quarter. The provision for
income taxes recorded for the three months ended March 31,
2002 of $2.6 million consists principally of income taxes
of $2.0 million on the earnings of certain of
DoubleClicks foreign subsidiaries and gain on the sale of
DoubleClicks European Media business, and state and local
taxes of $0.6 million. The provision for income taxes for
the three months ended March 31, 2003 and 2002, does not
reflect tax benefits attributable to DoubleClicks net
operating loss and other tax carryforwards due to limitations
and uncertainty surrounding DoubleClicks prospective
realization of such benefit.



| |                                                              
| | -------------------------------------------------------------
| | Minority Interest in Results of
    Consolidated Subsidiaries

Minority interest in results of consolidated
subsidiaries was $0.2 million for the three months ended
March 31, 2002. This amount consists wholly of results from
our consolidated subsidiary, DoubleClick Japan, of which
DoubleClick maintained a 38.2% ownership interest. On
December 26, 2002, DoubleClick sold 45,049 shares of
common stock in DoubleClick Japan, reducing its ownership
interest to 15.6%. DoubleClick will account for its remaining
31,271 shares in DoubleClick Japan under the equity method
of accounting.



| |                                    
| | -----------------------------------
| | Liquidity and Capital
    Resources

Since inception, we have financed our operations
primarily through private placements of equity securities, and
public offerings of our common stock and Convertible
Subordinated Notes.

Operating activities generated $4.9 million
for the three months ended March 31, 2003 and
$6.7 million for the three months ended March 31,
2002. Cash provided by operating activities for the three months
ended March 31, 2003 resulted primarily from our net
income, adjusted for non-cash items, and decreases in accrued

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expenses and other liabilities, offset by a
decrease in prepaid and other assets and an increase in deferred
revenue. Cash provided by operating activities for the three
months ended March 31, 2002 resulted from our net loss,
excluding non-cash items, and decreases in accounts payable and
accrued expenses, partially offset by a decrease in accounts
receivable. Cash flow from operating activities may be impacted
in the second quarter of 2003 due to restructuring payments
associated with a lease termination agreement and may be
impacted in future quarters based on the timing and amount of
any additional restructuring payments.


Investing activities provided $35.6 million
for the three months ended March 31, 2003 and
$22.4 million for the three months ended March 31,
2002. Cash provided by investing activities for the three months
ended March 31, 2003 resulted primarily from the maturities
of our investments in marketable securities, which was partially
offset by the purchases of our investments in marketable
securities and purchases of equipment. Cash provided by
investing activities for the three months ended March 31,
2002 resulted principally from the maturities of our investments
in marketable securities, which was partially offset by the
purchases of our investments in marketable securities, purchases
of equipment as well as net cash outlays for the acquisition of
businesses and intangible assets. Capital expenditures are
expected to increase in 2003 due to the replacement of obsolete
equipment and the move of our data center operations from New
York to Thornton, Colorado.

Financing activities used $0.9 million and
$6.3 million for the three months ended March 31, 2003
and March 31, 2002, respectively. Cash used by financing
activities in both periods resulted primarily from payments
under capital lease obligations offset by proceeds from the
exercise of stock options. Cash flow from financing activities
may be impacted in future periods based on the potential for
additional repurchases of our convertible bonds and common stock.

As of March 31, 2003, we had
$163.2 million of cash and cash equivalents,
$552.8 million in investments in marketable securities
consisting of government and corporate debt securities and
$29.0 million in restricted cash. As of March 31,
2003, our principal commitments consisted of $154.8 million
principal amount our Convertible Subordinated Notes and our
obligations under operating and capital leases.

Although we have no material commitments for
capital expenditures, we continue to anticipate that our capital
expenditures, lease commitments, and lease termination fees will
be a material use of our cash resources consistent with the
levels of our operations, infrastructure, personnel, and excess
real estate space.

We believe that our existing cash and cash
equivalents and investments in marketable securities will be
sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next
12 months.

Related Party Transactions

DoubleClick maintains a 15% interest in AdLINK
Internet Media AG. This interest was acquired in January 2002 as
a result of the sale of DoubleClicks European Media
business. DoubleClick recognized revenue of approximately $0.7
during the three months ended March 31, 2003 relating to
services provided to AdLINK. Revenue recognized during the three
months ended March 31, 2002 was not material.

In addition, DoubleClick holds a 19.8% interest
in MaxWorldwide, Inc. This interest was acquired in July 2002 as
a result of the sale of DoubleClicks North American Media
business. DoubleClick recognized revenue of approximately
$0.8 million during the three months ended March 31,
2003 relating to services provided to MaxWorldwide.

Additionally, DoubleClick maintains a minority
interest in DoubleClick Japan. On December 26, 2002,
DoubleClick sold 45,049 shares of common stock in
DoubleClick Japan and reduced its ownership interest from 38.2%
to 15.6%. As a result of this transaction, DoubleClick will
account for its remaining 31,271 shares in DoubleClick
Japan under the equity method of accounting. DoubleClick will
also retain one seat on DoubleClick Japans board of
directors. DoubleClick Japan will continue to sell
DoubleClicks suite of DART technology products as part of
a long-term technology reseller agreement. DoubleClick
recognized revenue through services provided to DoubleClick
Japan of approximately $0.8 million during the three months
ended March 31, 2003.

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|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

Interest Rate Risk

The primary objective of our investment
activities is to preserve principal while at the same time
maximizing yields without significantly increasing risk. To
achieve this objective, we maintain our portfolio of cash
equivalents and marketable securities in a variety of government
and corporate obligations and money market funds. As of
March 31, 2003, our investments in marketable securities
had a weighted average time to maturity of 402 days.

The following table presents the amounts of our
financial instruments that are subject to interest rate risk by
expected maturity and average interest rates as of
March 31, 2003.

|                                                |  |                  |         |           |  |            |         |            |  |   |         |   |  |   |         | 
|----------------------------------------------- |  | ---------------- | ------- | --------- |  | ---------- | ------- | ---------- |  | - | ------- | - |  | - | ------- | 
|                                                |  |                  |         |          
|                                                |  | Time to Maturity |         |          
|                                                |  |                  |         |          
|                                                |  | One Year         |         | One to    |  | Two to     |         |           
|                                                |  | or Less          |         | Two Years |  | Four Years |         | Fair Value
|                                                |  |                  |         |           |  |            |         |           
|                                                |  |                 
|                                                |  | (In thousands)  
|Assets:                                         |  |                  |         |           |  |            |         |            |  |   |         |   |  |   |         | 
|Cash and cash equivalents                       |  | $                | 163,201 |           |  |            |        |            |  |   |        |   |  | $ | 163,201 | 
|Average interest rate                           |  |                  | 0.76    | %         |  |            |         |            |  |   |         |   |  |   |         | 
|Fixed-rate investments in marketable securities |  | $                | 238,849 |           |  | $          | 274,174 |            |  | $ | 39,816  |   |  | $ | 552,839 | 
|Average interest rate                           |  |                  | 3.27    | %         |  |            | 2.39    | %          |  |   | 2.01    | % |  |   |         | 
|Liabilities:                                    |  |                  |         |           |  |            |         |            |  |   |         |   |  |   |         | 
|Convertible subordinated notes                  |  |                  |        |           |  |            |        |            |  | $ | 154,800 |   |  | $ | 150,384 | 
|Average interest rate                           |  |                  |         |           |  |            |         |            |  |   | 4.75    | % |  |   |         | 

As of March 31, 2003, restricted cash was
$29.0 million and the average interest rate associated with
this cash was 1.79%. Restricted cash consists of office lease
security deposits and funds to cover our automated clearinghouse
payment function.

We did not hold derivative financial instruments
as of March 31, 2003 and have not held these instruments in
the past.

Foreign Currency Risk

We transact business in various foreign countries
and are thus subject to exposure from adverse movements in
foreign currency exchange rates. This exposure is primarily
related to revenue and operating expenses denominated in
European and Asian currencies, as well as cash balances held in
currencies other than the functional currency of DoubleClick and
its subsidiaries. The effect of foreign exchange rate
fluctuations on operations was not material for the three months
ended March 31, 2003 and March 31, 2002, respectively.

To date we have not used financial instruments to
hedge operating activities denominated in foreign currencies. We
assess the need to utilize financial instruments to hedge
currency exposures on an ongoing basis. As of March 31,
2003, we had $35.5 million in cash and cash equivalents
denominated in foreign currencies.

Our international business is subject to risks
typical of an international business, including, but not limited
to, differing economic conditions, changes in political climate,
differing tax structures, other regulations and restrictions and
foreign exchange rate volatility. Accordingly, our future
results could be materially and adversely affected by changes in
these or other factors.

Equity Risk

We hold investments in equity instruments of
public companies received as a result of certain business
transactions, which are DoubleClick Japan, AdLINK Internet Media
AG and MaxWorldwide, Inc. Such investments, which are in the
Internet industry, are subject to significant fluctuations in
fair market value due

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to the volatility of the stock market. On
March 12, 2003, MaxWorldwide agreed to sell its MaxOnline
division to Focus Interactive, Inc. for approximately
$5.0 million in cash plus additional amounts contingent
upon the satisfaction of specified conditions. In addition, in
MaxWorldwides Annual Report on Form 10-K,
MaxWorldwide reported that if the sale of its MaxOnline division
is consummated, MaxWorldwide currently intends to adopt a plan
of liquidation and dissolution pursuant to which it would
liquidate and dissolve the company. The sale is subject to
MaxWorldwide shareholder approval and other closing conditions
and may impact DoubleClicks share of MaxWorldwides
results in future periods. The following represents the cost
basis and fair market value of these investments, which is
included in as Investment in affiliates on the
accompanying Consolidated Balance Sheets.


|                         |  |                      |       |             |  |   |       | 
|------------------------ |  | -------------------- | ----- | ----------- |  | - | ----- | 
|                         |  |                     
|                         |  | As of March 31, 2003
|                         |  |                     
|                         |  |                      |       | Fair Market
|                         |  | Cost Basis           |       | Value      
|                         |  |                      |       |            
|                         |  |                     
|                         |  | (In thousands)      
|DoubleClick Japan        |  | $                    | 6,142 |             |  | $ | 5,005 | 
|AdLINK Internet Media AG |  | $                    | 1,855 |             |  | $ | 2,237 | 
|MaxWorldwide, Inc.       |  | $                    | 988   |             |  | $ | 3,216 | 

Some of DoubleClicks investments have
suffered a decrease in value as a result of recent market
volatility. As a consequence, we wrote-down these investments to
their estimated fair value in 2002. We will continue to evaluate
our investments in marketable securities for impairment due to
declines in market value considered to be other than temporary.
That evaluation includes, in addition to persistent, declining
stock prices, general economic and company-specific assessments.
In the event of a determination that a further decline in market
value is other than temporary, a charge to earnings will be
recorded for all or a portion of the unrealized loss, and a new
cost basis in the investment will be established.

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RISK FACTORS

The following important factors, among others,
could cause our actual operating results to differ materially
from those indicated or suggested by forward-looking statements
made in this Form 10-Q or presented elsewhere by management
from time to time.

Risks Relating to Our Company and Our
Business

We have a limited operating history and our
future financial results may fluctuate, which may cause our
stock price to decline.

We have a limited operating history. An investor
in our common stock must consider the risks and difficulties
frequently encountered by companies in new and rapidly evolving
industries, including the marketing technology and data
businesses. Our risks include:



| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | ability to achieve anticipated revenue growth
    rates;                                                                                       
|
| |  | ability to manage our operations;                                                                                                              
|
| |  | competition;                                                                                                                                   
|
| |  | attracting, retaining and motivating qualified
    personnel;                                                                                  
|
| |  | maintaining our current, and developing, new
    relationships with direct marketers, Web publishers, advertisers
    and advertising agencies;
|
| |  | ability to anticipate and adapt to the changing
    industry conditions; and                                                                   
|
| |  | ability to develop and introduce new products and
    services and continue to develop, upgrade and integrate
    technology.                  

We also depend on the use of the Internet for
advertising and as a communications medium, the demand for
advertising services in general, and on general economic and
industry conditions. We cannot assure you that our business
strategy will be successful or that we will successfully address
these risks. If we are unsuccessful in addressing these risks,
our revenues may decline or may not grow in accordance with our
business model and may fall short of expectations of market
analysts and investors, which could negatively affect the price
of our stock.

We have a history of losses and anticipate
continued losses at times in the future.

We have incurred net losses each year since
inception, including net losses of $117.9 million,
$265.8 million and $156.0 million for the years ended
December 31, 2002, 2001 and 2000, respectively. We earned
net income of approximately $0.9 million for the three
months ended March 31, 2003 and as of March 31, 2003
our accumulated deficit was $665.5 million. We have not
achieved profitability on an annual basis and expect to incur
operating losses at times in the future. We expect to continue
to incur significant operating and capital expenditures. We also
have lease obligations for facilities that currently constitute
excess or idle facilities. Periodically, we evaluate the
expenses likely to be incurred for these facilities, and where
appropriate, have taken restructuring charges with respect to
these expenses. We cannot assure you that there will not be
additional restructuring charges recognized with respect to our
excess or idle facilities. As a result of these factors, we will
need to generate significant revenue to achieve and maintain
profitability. We cannot assure you that we will generate
sufficient revenue to achieve or sustain profitability. Even if
we do achieve profitability, we cannot assure you that we can
sustain or increase profitability on a quarterly or annual basis
in the future. If revenue does not meet our expectations, or if
operating expenses exceed what we anticipate or cannot be
reduced accordingly, our business, results of operations and
financial condition will be materially and adversely affected.

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We derive a significant portion of our revenue
from advertising services. A continued decrease in expenditures
by direct marketers and advertisers or a continued downturn in
the economy could cause our revenues to decline significantly in
any given period.

We derive, and expect to continue to derive for
the foreseeable future, a large portion of our revenue from
products and services we provide to direct marketers, Web
publishers, advertisers and advertising agencies. Expenditures
by direct marketers and advertisers tend to be cyclical,
reflecting overall economic conditions as well as budgeting and
buying patterns. The overall market for advertising, including
online advertising, has been characterized in the last couple of
years by increasing softness of demand, lower prices for
advertisements, the reduction or cancellation of advertising
contracts, an increased risk of uncollectible receivables from
customers and the reduction of marketing and advertising
budgets, especially for online advertising. As a result of these
reductions, advertising spending across traditional media, as
well as the Internet, has decreased. We cannot assure you that
further reductions will not occur.

The revenue outlook for DoubleClick TechSolutions
is adversely affected by an environment where the supply of
advertising inventory exceeds advertisers demand. Under
these circumstances, Web publishers tend to remove ad space from
their Web sites in an effort to correct the supply-demand
imbalance; other Web publishers may cut back on their Web
presence or go out of business. Faced with smaller budgets,
advertisers and advertising agencies purchase less advertising
inventory and tend not to invest as much in online advertising.
Consequently, the number of ad impressions delivered by
DoubleClick TechSolutions may decline or fail to grow or the
price that we can charge for our services may decline, which in
either case would adversely affect our revenues. A decline in
the economic prospects of direct marketers or the economy in
general would also adversely impact the revenue outlook for our
email business.

DoubleClick Data, which provides products and
services to direct marketers, may face similar pressures. Some
direct marketers may respond to economic downturns by reducing
the number of catalogs mailed, thereby possibly reducing the
demand for DoubleClick Datas services. If direct marketing
activities fail to grow or decline our revenues could be
adversely affected.

We cannot assure you that further reductions in
marketing spending will not occur. We also cannot assure you
that if economic conditions improve, marketing budgets and
advertising spending will increase, or not decrease, from
current levels. A continued decline in the economic prospects of
marketers or the economy in general could alter current or
prospective marketers spending priorities or increase the
time it takes to close a sale with a customer. As a result, our
revenues from marketing and advertising services may decline
significantly in any given period.

We do not often maintain long-term agreements
with our customers and may be unable to retain customers,
attract new customers or replace departing customers with
customers that can provide comparable revenues.

Many of our contracts with our customers are
short-term. We cannot assure you that our customers will
continue to use our products and services or that we will be
able to replace in a timely or effective manner departing
customers with new customers that generate comparable revenues.
Further, we cannot assure you that our customers will continue
to generate consistent amounts of revenues over time. Our
failure to develop and sustain long-term relationships with our
customers would materially and adversely affect our results of
operations.

Many of our customers continue to experience
business conditions that could adversely affect our
business.

Some of our customers have experienced and may
continue to experience difficulty raising capital and supporting
their current operations and implementing their business plans,
or may be anticipating such difficulties and, therefore, may
elect to scale back the resources they devote to marketing in
general and our offerings in particular. These customers may not
be able to discharge their payment and other obligations to us.
The non-payment or late payment of amounts due to us from our
customers could negatively impact our financial condition. If
the current business environment for our customers does not
improve, our business,

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results of operations and financial condition
could be materially adversely affected. In addition, failure of
our customers to comply with federal, state or local laws or our
policies could damage our reputation and adversely affect our
business, results of operations or financial condition.


Industry shifts, continuing expansion of our
products and services and other changes may strain our
managerial, operational, financial and information system
resources.

In recent years, we have had to respond to
significant changes in our industry. As a result, we have
experienced industry shifts, continuing expansion of product and
service offerings and other changes that have increased the
complexity of our business and placed considerable demands on
our managerial, operational and financial resources. We continue
to increase the scope of our product and service offerings both
domestically and internationally and to deploy our resources in
accordance with changing business conditions and opportunities.
To continue to successfully implement our business plan in our
changing industry requires effective planning and management
processes. We expect that we will need to continue to improve
our financial and managerial controls and reporting systems and
procedures and will need to continue to train and manage our
workforce. We cannot assure you that management will be
effective in attracting and retaining qualified personnel,
integrating acquired businesses or otherwise responding to new
business conditions. We also cannot assure you that our
information systems, procedures or policies will be adequate to
support our operations or that our management will be able to
achieve the execution necessary to offer our products and
services and implement our business plan successfully. Our
inability to effectively respond to these challenges could
materially and adversely affect our business, financial
condition and results of operations.

We may not be able to generate profits from
many of our products and services.

A significant part of our business model involves
generating revenue by providing marketing technology and data
products and services to direct marketers, Web publishers and
advertisers. The long term profit potential for our business
model has not yet been proven, and we have not yet achieved
full-year profitability. The profitability of our business model
is subject to external and internal factors. Any single factor
or combination of factors could limit the profit potential, long
term and short term, of our business model.

Like other businesses in the marketing and
advertising sectors, our revenue outlook is sensitive to
downturns in the economy, including declines in advertising and
marketing budgets. The profit potential of our business model is
also subject to the acceptance of our products and services by
direct marketers, Web publishers and advertisers. Intensive
marketing and sales efforts may be necessary to educate
prospective customers regarding the uses and benefits of, and to
generate demand for, our products and services. Enterprises may
be reluctant or slow to adopt a new approach that may replace
existing techniques, or may feel that our offerings fall short
of their needs. If these outcomes occur, it would have an
adverse effect on the profit potential of our business model.

Internal factors also influence the profit
potential of our business model. In order to be profitable, our
revenue must exceed the expense incurred by us to run our
technology infrastructure, research and development, sales and
marketing and all other operations. Our failure to achieve these
results would adversely affect the profit potential of our
business model.

Misappropriation of confidential information
could cause us to lose customers.

We currently retain highly confidential
information of our customers in secure database servers.
Although we observe security measures throughout our operations,
we cannot assure you that we will be able to prevent
unauthorized individuals from gaining access to these database
servers. Any unauthorized access to our servers, or abuse by our
employees, could result in the theft of confidential customer
information. If confidential customer information is
compromised, we could lose customers or become subject to
litigation and our reputation could be harmed, any of which
could materially and adversely affect our business and results
of operations.

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Direct marketing, online advertising and
related products and services are competitive markets and we may
not be able to compete successfully.

The market for marketing technology and data
products and services is very competitive. We expect this
competition to continue because there are low barriers to entry
for some of our businesses. Also, industry consolidation may
lead to stronger, better capitalized entities against which we
must compete. We expect that we will encounter additional
competition from new sources as we expand our product and
service offerings.

We believe that our ability to compete depends on
many factors both within and beyond our control, including the
following:



| |   |                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the features, performance, price and reliability
    of products and services offered either by us or our competitors;                                
|
| |  | the launch timing and market success of products
    and services developed either by us or our competitors;                                          
|
| |  | our ability to adapt and scale our products and
    services, and to develop and introduce new products and services
    that respond to market needs;
|
| |  | our ability to adapt to evolving technology and
    industry standards;                                                                               
|
| |  | our customer service and support efforts;                                                                                                             
|
| |  | our sales and marketing efforts; and                                                                                                                  
|
| |  | the relative impact of general economic and
    industry conditions on either us or our competitors.                                                  

Our divisions face competition from a variety of
sources. DoubleClick TechSolutions competes with providers of
software and service bureau solutions for the delivery of Web
ads and email for direct marketers, Web publishers and
advertisers as well as with inhouse solutions. We also compete
with providers of email delivery and inhouse solutions,
including providers of email delivery software and related
services.

DoubleClick Data competes with data aggregation
companies and providers of information products and marketing
research services to the direct marketing industry. We also
compete indirectly with others, such as providers of customer
relationship management services, companies engaged in providing
analytic services and other companies that facilitate marketing
automation.

Many of our existing and potential competitors
have longer operating histories, greater name recognition,
larger customer bases and significantly greater financial,
technical and marketing resources than we have. These factors
could allow them to compete more effectively than we can,
including devoting greater resources to the development,
promotion and sale of their products and services, engaging in
more extensive research and development, undertaking more
far-reaching marketing campaigns, adopting more aggressive
pricing policies and making more attractive offers to existing
and potential employees, strategic partners, direct marketers,
Web publishers and advertisers. We cannot assure you that our
competitors will not develop products or services that are equal
or superior to our products and services or that achieve greater
acceptance than our products and services. In addition, current
and potential competitors have established or may establish
cooperative relationships among themselves or with third parties
to increase the ability of their products or services to address
the needs of our prospective direct marketer, Web publisher,
advertising and ad agency customers. As a result, it is possible
that new competitors may emerge and rapidly acquire significant
market share. Increased competition may result in price
reductions, reduced gross profits and loss of market share. We
cannot assure you that we will be able to compete successfully
or that competitive pressures will not materially and adversely
affect our business, results of operations or financial
condition.

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Our quarterly operating results are subject to
significant fluctuations and you should not rely on them as an
indication of future operating performance.

Our revenue and results of operations may
fluctuate significantly in the future as a result of a variety
of factors, many of which are beyond our control. These factors
include:



| |   |                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | direct marketer, Web publisher and advertiser
    demand for our products and services;                                                                                                                
|
| |  | Internet user traffic levels;                                                                                                                                                                          
|
| |  | number and size of ad units per page on our
    customers Web sites;                                                                                                                                  
|
| |  | downward pricing pressures from current and
    potential customers for our products and services;                                                                                                     
|
| |  | the introduction of new products or services by
    us or our competitors;                                                                                                                             
|
| |  | variations in the levels of capital, operating
    expenditures and other costs relating to our operations;                                                                                            
|
| |  | the size and timing of significant pre-tax
    charges, including for goodwill impairment, the write-down of
    assets and restructuring charges, such as costs for severance
    and idle facilities;
|
| |  | costs related to any acquisitions or dispositions
    of technologies or businesses;                                                                                                                   
|
| |  | general seasonal and cyclical fluctuations; and                                                                                                                                                        
|
| |  | general economic and industry conditions.                                                                                                                                                              

We may not be able to adjust spending quickly
enough to offset any unexpected revenue shortfall. Our expenses
include upgrading and enhancing our ad management and email
delivery technology, expanding our product and service
offerings, marketing and supporting our products and services
and supporting our sales and marketing operations. If we have a
shortfall in revenue in relation to our expenses, or if our
expenses exceed revenue, then our business, results of
operations and financial condition could be materially and
adversely affected. These results would likely affect the market
price of our common stock in a manner that may be unrelated to
our long-term operating performance.

Our business is subject to seasonal fluctuations.
Advertisers generally place fewer advertisements during the
first and third calendar quarters of each year, which directly
affects the DoubleClick TechSolutions business. Further,
Internet user traffic typically drops during the summer months,
which reduces the amount of online advertising. The direct
marketing industry generally uses our data services more in the
third calendar quarter based on plans for holiday season
mailings, which directly affects the DoubleClick Data business.
The email technology business may experience seasonal patterns
similar to the traditional direct marketing industry, which
typically generates lower revenues earlier in the calendar year
and higher revenues during the calendar year-end months.

As a result, we believe that period-to-period
comparisons of our results of operations may not be indicators
of future performance. It is possible that in some future
periods our results of operations may be below the expectations
of public market analysts and investors. In this event, the
price of our common stock may fall.

We may not be able to continue to grow through
acquisitions of or investments in other companies.

Our business has expanded rapidly in part as a
result of acquisitions or investments in other companies,
including the acquisitions of Abacus Direct, NetGravity,
FloNetwork, MessageMedia and Protagona. We may continue to
acquire or make investments in other complementary businesses,
products, services or technologies as a means to grow our
business. From time to time we have had discussions with other
companies regarding our acquiring, or investing in, their
businesses, products, services or technologies. We cannot assure
you that we will be able to identify other suitable acquisition
or investment candidates. Even if we do identify suitable
candidates, we cannot assure you that we will be able to make
other acquisitions or investments on commercially acceptable
terms, if at all. Even if we agree to buy a company, technology
or other assets, we

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cannot assure you that we will be successful in
consummating the purchase. If we are unable to continue to
expand through acquisitions, our revenue may decline or fail to
grow.


We are also minority investors in a few
technology companies, including AdLINK, MaxWorldwide and
DoubleClick Japan. Our investments have decreased in value as a
result of market volatility, and periodically, we have recorded
charges to earnings for all or a portion of the unrealized loss
due to declines in market value considered to be other than
temporary. The market value of these investments may decline in
future periods due to the continued volatility in the stock
market in general or the market prices of securities of
technology companies in particular and we may be required to
record further charges to earnings as a result. Further, we
cannot assure you that we will be able to sell these securities
at or above our cost basis. We have recorded goodwill in
connection with a number of our acquired businesses, including
MessageMedia, FloNetwork and Flashbase. As a result of
significantly lower than-expected revenues generated to date and
considerably reduced estimates of future performance, we have in
the past recognized impairment charges with respect to the
goodwill of some acquired businesses. If market conditions
require, we may in the future record additional impairments in
the value of our acquired businesses.

We may not manage the integration of acquired
companies successfully or achieve desired results.

As a part of our business strategy, we have in
the past, and could in the future enter into a number of
business combinations and acquisitions. Acquisitions are
accompanied by a number of risks, including:



| |   |                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the difficulty of assimilating the operations and
    personnel of the acquired companies;                                                                                                                                       
|
| |  | the potential disruption of the ongoing
    businesses and distraction of our management and the management
    of acquired companies;                                                                                           
|
| |  | the difficulty of incorporating acquired
    technology and rights into our products and services;                                                                                                                               
|
| |  | unanticipated expenses related to technology and
    other integration;                                                                                                                                                          
|
| |  | difficulties in disposing of the excess or idle
    facilities of an acquired company or business;                                                                                                                               
|
| |  | difficulties in maintaining uniform standards,
    controls, procedures and policies;                                                                                                                                            
|
| |  | the impairment of relationships with employees
    and customers as a result of any integration of new management
    personnel;                                                                                                 
|
| |  | the inability to develop new products and
    services that combine our knowledge and resources and our
    acquired businesses or the failure for a demand to develop for
    the combined companies new products and services;
|
| |  | potential failure to achieve additional sales and
    enhance our customer base through cross-marketing of the
    combined companys products to new and existing customers;
    and                                            
|
| |  | potential unknown liabilities associated with
    acquired businesses.                                                                                                                                                           

We may not succeed in addressing these risks or
other problems encountered in connection with these business
combinations and acquisitions. If so, these risks and problems
could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our
results of operations. Furthermore, we may incur debt or issue
equity securities to pay for any future acquisitions. The
issuance of equity securities could be dilutive to our existing
stockholders.

Disruption of our services due to
unanticipated problems or failures could harm our
business.

Our DART ad management and DARTmail technologies
reside in our data centers in multiple locations in the United
States and abroad. Continuing and uninterrupted performance of
our technology is critical to our success. Customers may become
dissatisfied by any system failure that interrupts our ability
to provide our services to them, including failures affecting
our ability to deliver advertisements without significant delay
to the viewer or our ability to deliver a customers online
marketing campaign. Sustained or repeated system failures would
reduce the attractiveness of our products and services to our
customers and could result in

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contract terminations or fee rebates or credits,
thereby reducing revenue. Slower response time or system
failures may also result from straining the capacity of our
technology due to an increase in the volume of advertising
delivered through our servers. To the extent that we do not
effectively address any capacity constraints or system failures,
our business, results of operations and financial condition
could be materially and adversely affected.


Our operations are dependent on our ability to
protect our computer systems against damage from natural
disasters, fire, power loss, water damage, telecommunications
failures, vandalism and other malicious acts, and similar
unexpected adverse events. In addition, interruptions in our
products or services could result from the failure of our
telecommunications providers to provide the necessary data
communications capacity in the time frame we require.
Unanticipated problems affecting our systems have from time to
time in the past caused, and in the future could cause,
interruptions in the delivery of our products and services. Our
business, results of operations and financial condition could be
materially and adversely affected by any damage or failure that
interrupts, delays or destroys our operations. Some of our data
centers are located at facilities provided by a third party and
if these parties are unable to adequately protect our data
centers, our business, results of operations and financial
conditions could be materially and adversely affected. We are in
the process of moving our primary data center from New York to
Thornton, Colorado. Any unanticipated problems that may occur
during or as a result of this move could adversely affect our
systems and harm our business.

We depend on third-party Internet and
telecommunications providers, over whom we have no control, to
operate our services. Interruptions in our services caused by
one of these providers could have an adverse effect on revenue
and securing alternate sources of these services could
significantly increase expenses.

We depend heavily on several third-party
providers of Internet and related telecommunication services,
including hosting and co-location facilities, in delivering our
products and services. These companies may not continue to
provide services to us without disruptions in service, at the
current cost or at all. The costs associated with any transition
to a new service provider could be substantial, requiring us to
reengineer our computer systems and telecommunications
infrastructure to accommodate a new service provider. This
process could be both expensive and time consuming. In addition,
failure of our Internet and related telecommunications providers
to provide the data communications capacity in the time frame we
require could cause interruptions in the services we provide.
Unanticipated problems affecting our computer and
telecommunications systems in the future could cause
interruptions in the delivery of our services, causing a loss of
revenue and potential loss of customers.

We are dependent on key personnel and on key
employee retention and recruiting for our future
success.

Our future success depends to a significant
extent on the continued service of our key technical, sales and
senior management personnel. We do not have employment
agreements with most of these executives and do not maintain key
person life insurance on any of these executives. The loss of
the services of one or more of our key employees could
significantly delay or prevent the achievement of our product
development and other business objectives and could harm our
business. Our future success also depends on our continuing
ability to attract, retain and motivate highly skilled employees
for key positions. There is competition for qualified employees
in our industry. We may not be able to retain our key employees
or attract, assimilate and retain other highly qualified
employees in the future.

We have from time to time in the past
experienced, and we expect to continue to experience in the
future, difficulty in hiring and retaining highly skilled
employees with appropriate qualifications for some positions.

If we fail to adequately protect our
intellectual property, we could lose our intellectual property
rights.

Our success and ability to effectively compete
are substantially dependent on the protection of our proprietary
technologies, patents, trademarks, service marks, copyrights and
trade secrets, which we protect through a combination of patent,
trademark, copyright, trade secret, unfair competition and
contract law. We cannot assure you that any of our intellectual
property rights will be viable or of value in the future.

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In September 1999, the U.S. Patent and
Trademark Office issued to us a patent that covers our DART ad
management technology. We are currently seeking reissue of this
patent, which would limit the scope of the existing patent, and
this reissue proceeding is pending before the U.S. Patent
and Trademark Office. We cannot assure you that this patent will
be reissued. We own other patents, and have patent applications
pending for some of our other technology. We cannot assure you
that the patent applications that we have filed in the United
States and internationally will be issued or that patents issued
or acquired by us now or in the future will be valid and
enforceable or provide us with any meaningful protection.

We also have rights in the trademarks and service
marks that we use to market our products and services. These
marks include DOUBLECLICK®, DART®, DARTMAIL®,
ABACUS, DOUBLECLICK ENSEMBLE, SITEADVANCE and
CHANNELVIEW. We have applied to register our trademarks
and service marks in the United States and internationally. We
cannot assure you that any of these current or future
applications will be approved. Even if these marks are
registered, these marks may be invalidated or successfully
challenged by others. If our trademarks or service marks are not
registered because third parties own these marks, our use of
these marks will be restricted unless we are able to enter into
arrangements with these parties, which may not be available on
commercially reasonable terms, if at all.

We also enter into confidentiality, assignments
of proprietary rights and license agreements, as appropriate,
with our employees, consultants and business and technology
partners, and generally control access to and distribution of
our technologies, documentation and other proprietary
information. Despite these efforts, we cannot be certain that
the steps we take to prevent unauthorized use of our
intellectual property rights are sufficient to prevent
misappropriation of our products and services or technologies,
particularly in foreign countries where laws or law enforcement
practices may not protect our intellectual property rights as
fully as in the United States. In addition, we cannot assure you
that we will be able to adequately enforce the contractual
arrangements that we have entered into to protect our
proprietary technologies and intellectual property. If we lose
our intellectual property rights, this could have a material and
adverse impact on our business, financial condition and results
of operations.

If we face a claim of intellectual property
infringement, we may be liable for damages and be required to
make changes to our technology or business.

Infringement claims may be asserted against us,
which could adversely affect our reputation and the value of our
intellectual property rights. From time to time we have been,
and we expect to continue to be, subject to claims or notices in
the ordinary course of our business, including assertions of
alleged infringement of the patents, trademarks and other
intellectual property rights of third parties by us or our
customers. We do not conduct exhaustive patent searches to
determine whether our technology infringes patents held by
others. In addition, the protection of proprietary rights in
Internet related industries is inherently uncertain due to the
rapidly evolving technological environment. As such, there may
be numerous patent applications pending, many of which are
confidential during a large part of their prosecution, that
provide for technologies similar to ours.

Third party infringement claims and any resultant
litigation, should it occur, could subject us to significant
liability for damages, restrict us from using our technology or
operating our business generally, or require changes to be made
to our technology. Even if we prevail, litigation is time
consuming and expensive to defend and would result in the
diversion of managements time and attention. Claims from
third parties may also result in limitations on our ability to
use the intellectual property subject to these claims unless we
are able to enter into royalty, licensing or other similar
agreements with the third parties asserting these claims.

Such agreements, if required, may not be
available on terms acceptable to us, or at all. If we are unable
to enter into these types of agreements, we would be required to
either cease using the subject product or change the technology
underlying the applicable product. If a successful claim of
infringement is brought against us and we fail to develop
non-infringing technology as an alternative or to license the
infringed or similar technology on a timely basis, it could
materially adversely affect our business, financial condition
and results of operations.

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Our business may be materially adversely
affected by lawsuits related to privacy, data protection and our
business practices.

We have been a defendant in several lawsuits
alleging, among other things, that we unlawfully obtain and use
Internet users personal information and that our use of
cookies violates various laws. We have also been the subject of
an inquiry involving the attorneys general of several states
relating to our practices in the collection, maintenance and use
of information about, and our disclosure of these information
practices to, Internet users. Although these particular
situations were resolved in 2002, we may in the future be
subject to additional claims or regulatory inquiries with
respect to our business practices. Class action litigation and
regulatory inquiries of these types are often expensive and time
consuming and their outcome may be uncertain.

Any additional claims or regulatory inquiries,
whether successful or not, could require us to devote
significant amounts of monetary or human resources to defend
ourselves and could harm our reputation. We may need to spend
significant amounts on our legal defense, senior management may
be required to divert their attention from other portions of our
business, new product launches may be deferred or canceled as a
result of any proceedings, and we may be required to make
changes to our present and planned products or services, any of
which could materially and adversely affect our business,
financial condition and results of operations. If, as a result
of any proceedings, a judgment is rendered or a decree is
entered against us, it may materially and adversely affect our
business, financial condition and results of operations and harm
our reputation.

Our business depends in part on successful
adaptation of our business to international markets, in which we
have limited experience. Failure to successfully manage the
risks of international operations and sales and marketing
efforts would harm our results of operations and financial
condition.

We have operations in a number of countries and
have limited experience in developing localized versions of our
products and services and in marketing, selling and distributing
our products and services internationally. We sell our
technology products and services through our directly and
indirectly owned subsidiaries primarily located in Australia,
Canada, France, Germany, Spain, Ireland, the United Kingdom and
Hong Kong. In Japan, we sell our technology products and
services through DoubleClick Japan, of which we own
approximately 15%. We also operate the DoubleClick Data business
in the United Kingdom.

Our international operations are subject to other
inherent risks, including:



| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | the high cost of maintaining international
    operations;                         
|
| |  | uncertain demand for our products and services;                                    
|
| |  | the impact of recessions in economies outside the
    United States;               
|
| |  | changes in regulatory requirements;                                                
|
| |  | more restrictive data protection regulation;                                       
|
| |  | reduced protection for intellectual property
    rights in some countries;         
|
| |  | potentially adverse tax consequences;                                              
|
| |  | difficulties and costs of staffing and managing
    foreign operations;            
|
| |  | cultural differences in the conduct of business;                                   
|
| |  | political and economic instability;                                                
|
| |  | fluctuations in currency exchange rates; and                                       
|
| |  | seasonal fluctuations in Internet usage and
    marketing and advertising spending.

These risks may have a material and adverse
impact on the business, results of operations and financial
condition of our operations in a particular country and could
result in a decision by us to reduce or discontinue

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operations in that country. The combined impact
of these risks in each country may also materially and adversely
affect our business, results of operations and financial
condition as a whole.


Anti-takeover provisions in our charter
documents and Delaware law may make it difficult for a third
party to acquire us.

Some of the provisions of our certificate of
incorporation, our bylaws and Delaware law could, together or
separately:



| |   |                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------
| |  | discourage potential acquisition proposals;                                                                    
|
| |  | delay or prevent a change in control; or                                                                       
|
| |  | impede the ability of our stockholders to change
    the composition of our board of directors in any one year.

As a result, it could be more difficult for third
parties to acquire us, even if doing so might be beneficial to
our stockholders. Difficulty in acquiring us could, in turn,
limit the price that investors might be willing to pay for
shares of our common stock.

Our stock price may experience extreme price
and volume fluctuations, and this volatility could result in us
becoming subject to securities litigation, which is expensive
and could result in a diversion of resources.

The market price of our common stock has
fluctuated in the past and is likely to continue to be highly
volatile and subject to wide fluctuations. In addition, the
stock market has experienced extreme price and volume
fluctuations. Investors may be unable to resell their shares of
our common stock at or above their purchase price.

Additionally, in the past, following periods of
volatility in the market price of a particular companys
securities, securities class action litigation has often been
brought against that company. Many companies in our industry
have been subject to this type of litigation in the past. We may
also become involved in this type of litigation. Litigation is
often expensive and diverts managements attention and
resources, which could materially and adversely affect our
business, financial condition and results of operations.

Future sales of our common stock may affect
the market price of our common stock.

As of March 31, 2003, we had
136,676,221 shares of common stock outstanding, excluding
15,727,550 shares subject to options outstanding as of such
date under our stock option plans that are exercisable at prices
ranging from $0.01 to $1,134.80 per share. We cannot predict the
effect, if any, that future sales of common stock or the
availability of shares of common stock for future sale will have
on the market price of our common stock prevailing from time to
time. Sales of substantial amounts of common stock, including
shares issued upon the exercise of stock options, or the
perception that such sales could occur, may materially reduce
prevailing market prices for our common stock.

Risks Related to Our Industry

Direct marketers and advertisers may be
reluctant to devote a portion of their budgets to marketing
technology and data products and services or online
advertising.

Companies doing business on the Internet,
including DoubleClick, must compete with traditional advertising
media, including television, radio, cable and print, for a share
of advertisers total marketing budgets. Potential
customers may be reluctant to devote a significant portion of
their marketing budget to online advertising or marketing
technology and data products and services if they perceive the
Internet or direct marketing to be a limited or ineffective
marketing medium. Any shift in marketing budgets away from
marketing technology and data products or services or online
advertising spending could materially and adversely affect our
business, results of operations or financial condition.

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The lack of appropriate advertising
measurement standards or tools may cause us to lose customers or
prevent us from charging a sufficient amount for our products
and services.

Because online marketing technology and data
products and services remain relatively new disciplines, there
are currently no generally accepted methods or tools for
measuring the efficacy of online marketing and advertising as
there are for advertising in television, radio, cable and print.
Many traditional advertisers may be reluctant to spend sizable
portions of their budget on online marketing and advertising
until there exist widely accepted methods and tools that measure
the efficacy of their campaigns.

We could lose customers or fail to gain customers
if our products and services do not utilize the measuring
methods and tools that may become generally accepted. Further,
new measurement standards and tools could require us to change
our business and the means used to charge our customers, which
could result in a loss of customer revenues.

If the delivery of Internet advertising on the
Web, or the delivery of our email messages, are limited or
blocked, demand for our products and services may
decline.

Our business may be adversely affected by the
adoption by computer users of technologies that harm the
performance of our products and services. For example, computer
users may use software designed to filter or prevent the
delivery of Internet advertising or Internet browsers set to
block the use of cookies. We cannot assure you that the number
of computer users who employ these or other similar technologies
will not increase, thereby diminishing the efficacy of our
products and services. In the case that one or more of these
technologies becomes widely adopted by computer users, demand
for our products and services would decline.

We also depend on our ability to deliver emails
over the Internet through Internet service providers and private
networks. Internet service providers are able to block messages
from reaching their users and we do not have, nor are we
required to have, agreements with any Internet service providers
to deliver emails to their customers. As a result, we could
experience periodic temporary blockages of our delivery of
emails to their customers, which would limit the effectiveness
of our email marketing. Some Internet service providers also use
proprietary technologies to handle and deliver email. If
Internet service providers materially limit or block the
delivery of our emails, or if our technology fails to be
compatible with these Internet service providers email
technologies, then our business, results of operations or
financial condition could be materially and adversely affected.
In addition, the effectiveness of email marketing may decrease
as a result of increased consumer resistance to email marketing
in general.

New laws or regulation in the United States
and internationally, and uncertainties regarding the application
of existing laws and regulations, could harm our
business.

Laws applicable to Internet communications,
e-commerce, Internet advertising, privacy and data protection,
direct marketing and email marketing are becoming more prevalent
in the United States and worldwide. For example, various U.S.
state and foreign governments may attempt to regulate our ad
delivery or levy sales or other taxes on our activities, and
several states and foreign countries have enacted legislation
regulating the sending of unsolicited emails.

In addition, many areas of the law affecting the
Internet remain largely unsettled, even in areas where there has
been some legislative action. It is difficult to determine
whether and how existing laws such as those governing
intellectual property, privacy and data protection, libel and
taxation apply to the Internet, online marketing and advertising
and our businesses.

The growth and development of Internet commerce
has prompted calls for more stringent consumer protection laws,
both in the United States and abroad. These proposals may seek
to impose additional burdens on companies conducting business
over the Internet. Potential limitations on the collection and
use of information relating to Internet users, particularly
relating to email marketing, are being considered by
legislatures and regulatory agencies in the United States and
internationally. We are unable to predict whether any particular
proposal will pass, or the nature of the limitations that may be
imposed. In addition, it is possible that changes to existing
law, including both amendments to existing laws and new
interpretations of

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existing law, could have a material and adverse
impact on our business, financial condition and results of
operations.


The following are examples of legislation enacted
or currently being considered in the United States and
internationally:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Legislation has been enacted in some countries
    and proposed in the United States to regulate the use of cookie
    technology. Our technology uses cookies for ad targeting and
    reporting, among other things. The changes required for us to
    comply with newly imposed requirements may be commercially
    unfeasible, or simply unattainable. We may, therefore, be
    required to discontinue the relevant business practice.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Data protection officials in some European
    countries have asserted that Internet protocol addresses and
    cookies are intrinsically personally identifiable information
    thereby subject to privacy standards that may be more stringent
    than those in the U.S. We cannot assure you that our current
    policies and procedures would meet these more restrictive
    standards. The cost of such compliance could be material and we
    may not be able to comply with the applicable national
    regulations in a timely or cost-effective manner.                                                                                                                                                                                                                                                                                                                                     
|
| |  | Legislation has been enacted by some foreign
    governments and several U.S. states to prohibit or restrict the
    sending of unsolicited commercial email and similar
    U.S. federal legislation has been proposed several times in
    recent years. Although our email delivery is consent-based, it
    is possible that existing or future legislation in some
    jurisdictions may require us to change our current practices or
    may subject us to increased liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | The impending expiration of a provision of the
    federal Fair Credit Reporting Act, or FCRA, may lead to a wave
    of new restrictions on the collection, use and disclosure of
    information about consumers. The FCRA currently prohibits U.S.
    states and localities from enacting new laws affecting certain
    uses and disclosures of consumer information. This provision is
    presently set to expire on January 1, 2004. If the
    provision is not extended, state and local governments may be
    permitted to enact new restrictions that could increase the
    costs of marketing and offering credit to consumers. Such
    restrictions could depress advertising spending, the overall
    demand for our products and services and could adversely affect
    our business, results of operations and financial condition, in
    particular the DoubleClick Data business.

Any legislation enacted or regulation issued
could dampen the growth and acceptance of our industry in
general and of our offerings in particular. Our business could
be negatively impacted by new laws or regulations applicable to
direct marketing or the Internet, the application of existing
laws and regulations to direct marketing or the Internet or the
application of new laws and regulations to our business. In
response to evolving legal requirements, we may be compelled to
change or discontinue an existing offering, business or business
model, or to cancel a proposed offering or new business. Any of
these circumstances could have a material and adverse impact on
our business, financial condition and results of operations.
These changes could also require us to incur significant
expenses, and we may not find ourselves able to replace the
revenue lost as a consequence of the changes.

We are a member of the Network Advertising
Initiative and the Direct Marketing Association, both industry
self-regulatory organizations. We cannot assure you that these
organizations or similar organizations will not adopt
additional, more burdensome guidelines, compliance with which
could materially and adversely affect our business, financial
condition and results of operations.

Our business may suffer if the Web
infrastructure is unable to effectively support the growth in
demand placed on us.

Our success will depend, in large part, upon the
maintenance of the Web infrastructure, such as a reliable
network backbone with the necessary speed, data capacity and
security and timely development of enabling products, such as
high speed modems, for providing reliable Web access and
services and improved content. We cannot assure you that the Web
infrastructure will continue to effectively support the demands
placed on us as the Web continues to experience increased
numbers of users, frequency of use or increased bandwidth
requirements of users. Even if the necessary infrastructure or
technologies are developed, we may have to

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spend considerable amounts to adapt our products
and services accordingly. Furthermore, the Web has experienced a
variety of outages and other delays due to damage to portions of
its infrastructure. These outages and delays could impact the
direct marketers, Web publishers and advertisers using our
products and services.


DoubleClick Data is dependent on the success
of the direct marketing industry for our future
success.

The future success of DoubleClick Data is
dependent in large part on the continued demand for our services
from the direct marketing industry, including the catalog
industry, as well as the continued willingness of catalog
operators to contribute their data to us. Most of our Abacus
customers are large consumer merchandise catalog operators in
the United States, with a growing number of operators in the
United Kingdom. A significant downturn in the direct marketing
industry generally, including the catalog industry, or
withdrawal by a substantial number of catalog operators from the
Abacus Alliance, would have a material adverse effect on our
business, financial condition and results of operations. If
email marketing or electronic commerce, including the purchase
of merchandise and the exchange of information via the Internet
or other media, increases significantly in the future, companies
that now rely on catalogs or other direct marketing avenues to
market their products may reallocate resources toward these new
direct marketing channels and away from catalog-related
marketing or other direct marketing avenues, which could
adversely affect demand for some DoubleClick Data services. In
addition, the effectiveness of direct mail as a marketing tool
may decrease as a result of consumer saturation and increased
consumer resistance to direct mail in general.

Increases in postal rates and paper prices
could harm DoubleClick Data.

The direct marketing activities of our Abacus
Alliance customers are adversely affected by postal rate
increases, especially increases that are imposed without
sufficient advance notice to allow adjustments to be made to
marketing budgets. Higher postal rates may result in fewer
mailings of direct marketing materials, with a corresponding
decline in the need for some of the direct marketing services
offered by us. Increased postal rates can also lead to pressure
from our customers to reduce our prices for our services in
order to offset any postal rate increase. Higher paper prices
may also cause catalog companies to conduct fewer or smaller
mailings which could cause a corresponding decline in the need
for our products and services. Our customers may aggressively
seek price reductions for our products and services to offset
any increased materials cost.

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Item 4.Controls
and Procedures

a) Evaluation of disclosure controls and
procedures. Based on our evaluation of our disclosure
controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934) as of a
date within 90 days of the filing date of this Quarterly
Report on Form 10-Q, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls
and procedures are designed to ensure that information required
to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SECs
rules and forms and are operating in an effective manner.

b) Changes in internal controls. There
were no significant changes in our internal controls or in other
factors that could significantly affect these controls
subsequent to the date of their most recent evaluation.




PART II:     OTHER
INFORMATION






Item 1.     Legal
Proceedings

In April 2002, a consolidated amended class
action complaint alleging violations of the federal securities
laws was filed in the United States District Court for the
Southern District of New York naming us and certain of our
officers and directors and certain underwriters of our follow on
offerings as defendants. We and some of our officers and
directors are named in the suit pursuant to Section 11 of
the Securities Act of 1933 and Section 10(b) of the
Securities Exchange Act of 1934 on the basis of the alleged
failure to disclose the underwriters alleged compensation
and manipulative practices. This action seeks, among other
things, unspecified damages and costs, including attorneys
fees. In October 2002, the action was dismissed against our
officers and directors without prejudice. However, claims
against us remain. In July 2002, we and the other issuers in the
consolidated cases filed motions to dismiss the amended
complaint for failure to state a claim, which was denied as to
us in February 2003. We believe that the claims asserted by
these lawsuits are without merit, and intend to defend these
actions vigorously. However, due to the inherent uncertainties
of litigation, we cannot accurately predict the ultimate outcome
of the litigation. An unfavorable outcome in litigation could
materially and adversely affect our business, financial
condition and results of operations.




Item 6.     Exhibits
and Reports on Form 8-K

(a) Exhibits

|       |      |             |  |                                                                                                        
|------ | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------
|Number |      | Description
|       |      |            
|       | 99.1 |             |  | Certification of Chief Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.
|       | 99.2 |             |  | Certification of Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

None.

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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 the undersigned thereunto duly
authorized.



| |                 
| | ----------------
| | DOUBLECLICK INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ CORY A. DOUGLAS

| |                                                     
| | ----------------------------------------------------
| |                                                     
| | Cory A. Douglas                                     
| | Vice President, Finance and Corporate
    Controller
| | (Chief Accounting Officer and                       
| | Duly Authorized Officer)                            

Date: May 15, 2003

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CERTIFICATION OF CHIEF EXECUTIVE
OFFICER

I, Kevin P. Ryan, certify that:

1.     I have reviewed
this quarterly report on Form 10-Q of DoubleClick Inc.;

2.     Based on my
knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.     The
registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.



| |                        
| | -----------------------
| | /s/ KEVIN P. RYAN      
| |                        
| | Kevin P. Ryan          
| | Chief Executive Officer

Dated: May 15, 2003

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CERTIFICATION OF CHIEF FINANCIAL
OFFICER

I, Bruce Dalziel, certify that:

1.     I have reviewed
this quarterly report on Form 10-Q of DoubleClick Inc.;

2.     Based on my
knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3.     Based on my
knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.     The
registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5.     The
registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6.     The
registrants other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.



| |                        
| | -----------------------
| | /s/ BRUCE DALZIEL      
| |                        
| | Bruce Dalziel          
| | Chief Financial Officer

Dated: May 15, 2003

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INDEX TO EXHIBITS

|            |      |                        |  |                                                                                                       
|----------- | ---- | ---------------------- |  | ------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Description of Exhibit
|            |      |                       
|            | 99.1 |                        |  | Certification of Chief Executive Officer Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
|            | 99.2 |                        |  | Certification of Chief Financial Officer Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002

Statement of Differences

|                                                          |  |     
|--------------------------------------------------------- |  | ----
|The trademark symbol shall be expressed as                |  | TM
|The registered trademark symbol shall be
    expressed as |  | r 
|The section symbol shall be expressed as                  |  | SS