<PAGE>



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

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              -------------------
                                   FORM 10-Q

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

               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

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

           FOR THE TRANSITION PERIOD FROM             TO

                       COMMISSION FILE NUMBER: 000-23709

                              -------------------
                                DOUBLECLICK INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                 <C>
           DELAWARE                                      13-3870996
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
</TABLE>

                        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 [x] No [ ]

As of May 1, 2001 there were outstanding 130,880,992 shares of the registrant's
Common Stock and 827,882 shares exchangeable into the registrant's Common Stock.
The exchangeable shares were issued in connection with the registrant's
acquisition of FloNetwork Inc., and are exchangeable at any time, subject to
certain restrictions, into the registrant's Common Stock on a one-for-one basis.
--------------------------------------------------------------------------------








<PAGE>



                                DOUBLECLICK INC.
                               INDEX TO FORM 10-Q

PART I: FINANCIAL INFORMATION

<TABLE>
<S>      <C>                                                           <C>
Item 1:  Financial Statements (unaudited)
         Consolidated Balance Sheets as of March 31, 2001 and
           December 31, 2000.........................................    1
         Consolidated Statements of Operations for the three
           months ended March 31, 2001 and 2000......................    2
         Consolidated Statements of Cash Flows for the three months
           ended March 31, 2001 and 2000.............................    3
         Notes to Consolidated Financial Statements..................    4
Item 2:  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.................................    9
Item 3:  Quantitative and Qualitative Disclosures about Market
           Risk......................................................   13

PART II: OTHER INFORMATION

Item 1:  Legal Proceedings...........................................   29
Item 6:  Exhibits and Reports on Form 8-K............................   30
</TABLE>

                                       ii







<PAGE>


ITEM 1. FINANCIAL STATEMENTS

                                DOUBLECLICK INC.
                           CONSOLIDATED BALANCE SHEETS
                 (UNAUDITED, IN THOUSANDS EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                               March 31,                       December 31,
                                                                 2001                              2000
                                                              ----------                       ------------
<S>                                                            <C>                               <C>
                      ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                      $232,334                          $193,682
Investments in marketable securities                            419,939                           422,495
Accounts receivable, net of allowances of $26,319
   and $26,715, respectively                                    103,576                           120,029
Prepaid expenses and other current assets                        39,772                            36,934
                                                             ----------                        ----------
   Total current assets                                         795,621                           773,140

Investments in marketable securities                            179,186                           257,199
Property and equipment, net                                     162,827                           168,192
Intangible assets, net                                          118,531                            52,775
Investments in affiliates                                        34,831                            37,457
Other assets                                                     10,002                             9,780
                                                             ----------                        ----------
   Total assets                                              $1,300,998                        $1,298,543
                                                             ==========                        ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                $74,207                           $81,038
Accrued expenses and other current liabilities                   76,845                            96,002
Deferred revenue                                                 29,945                            33,590
                                                             ----------                        ----------
   Total current liabilities                                    180,997                           210,630

Long-term obligations and notes                                  20,173                            15,609
Convertible subordinated notes                                  250,000                           250,000
Minority interest                                                 4,615                             5,247

STOCKHOLDERS' EQUITY:
Common stock, par value $0.001; 400,000,000 shares
   authorized, 129,028,154 and 123,728,169 shares
   issued, respectively                                             129                               124
Treasury stock, 133,282 and 160,283 shares, respectively        (15,316)                          (18,419)
Additional paid-in capital                                    1,204,351                         1,116,172
Deferred compensation                                              (147)                             (236)
Accumulated deficit                                            (329,334)                         (265,812)
Other accumulated comprehensive loss                            (14,470)                          (14,772)
                                                             ----------                        ----------
   Total stockholders' equity                                   845,213                           817,057
                                                             ----------                        ----------
   Total liabilities and stockholders' equity                $1,300,998                        $1,298,543
                                                             ==========                        ==========

</TABLE>




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



                                       1



<PAGE>




                                DOUBLECLICK INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                       Three months ended March 31,
                                                               -------------------------------------------
                                                                       2001                         2000
                                                                    --------                     --------
<S>                                                            <C>                               <C>
Revenue                                                             $ 114,870                   $ 110,056
Cost of revenue                                                        50,336                      52,477
                                                                    ---------                   ---------
   Gross profit                                                        64,534                      57,579
Operating expenses:
   Sales and marketing (inclusive of non-cash compensation of
     $4,729 and $4,560 in 2001 and 2000, respectively)                 55,148                      50,488
   General and administrative (inclusive of non-cash compensation
     of $107 and  $62 in 2001 and 2000, respectively)                  19,642                      20,901
   Product development                                                 13,949                       9,699
   Amortization of intangibles                                         10,617                       8,405
   Restructuring charge                                                29,033                        --
                                                                    ---------                   ---------
     Total operating expenses                                         128,389                      89,493

Loss from operations                                                  (63,855)                    (31,914)
Other income (expense):
   Equity in losses of affiliates                                      (1,145)                     (1,428)
   Gain (loss) on equity transactions of affiliates                    (3,757)                      8,949
   Interest and other, net                                              8,766                       6,950
                                                                    ---------                   ---------
Total other income                                                      3,864                      14,471

Loss before income taxes                                              (59,991)                    (17,443)
Provision for income taxes                                              1,059                         931
                                                                    ---------                   ---------
Loss before minority interest                                         (61,050)                    (18,374)

Minority interest                                                         631                        --
                                                                    ---------                   ---------
Net loss                                                            $ (60,419)                  $ (18,374)
                                                                    =========                   =========
Basic and diluted net loss per share                                $   (0.48)                  $   (0.16)
                                                                    =========                   =========
Weighted-average shares used in net loss
   per share- basic and diluted                                       126,610                     116,839

</TABLE>




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



                                       2



<PAGE>





                                DOUBLECLICK INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                            Three months ended March 31,
                                                                            -----------------------------
                                                                                 2001          2000
                                                                              ---------      --------
<S>                                                                           <C>            <C>
   CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                                      $ (60,419)     (18,374)
Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities:
  Depreciation and leasehold amortization                                        12,717        5,539
  Amortization of intangible assets                                              10,617        8,405
  Equity in losses of affiliates                                                  1,145        1,428
  (Gain) loss on equity transactions of affiliates                                3,757       (8,949)
  Write-off of fixed assets                                                         500           --
  Income tax benefit from exercise of stock options                                 120           --
  Minority interest                                                                (631)          --
  Restructuring charge                                                           29,033           --
  Non-cash compensation                                                           4,836        4,622
  Provision for bad debts and advertiser discounts                                9,264       12,003

Changes in operating assets and liabilities:
  Accounts receivable                                                            11,021      (32,739)
  Prepaid expenses and other assets                                                (503)      (7,257)
  Accounts payable                                                               (6,985)       6,485
  Accrued expenses                                                               (9,327)      25,734
  Other liabilities                                                               1,291           --
  Deferred revenue                                                               (5,289)      (1,981)
                                                                              ---------      --------
    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                           1,147       (5,084)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments in marketable securities                              (111,748)    (290,827)
Maturities of investments in marketable securities                              197,659           --
Purchases of property, plant and equipment                                      (29,301)     (36,047)
Investments in affiliates and other                                                (963)     (10,380)
Acquisitions of businesses and intangible assets, net of cash acquired          (17,630)      (5,567)
                                                                              ---------      --------
    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                          38,017     (342,821)


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock
  net of issuance costs                                                           1,521      504,254
Proceeds from the exercise of stock options                                       1,348       46,851
Proceeds from notes payable                                                         510           --
Payment of notes and capital lease obligations                                     (743)         (90)
Other                                                                              (250)          --
                                                                              ---------      --------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                                       2,386      551,015

EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND CASH EQUIVALENTS                                                           (2,898)        (315)
                                                                              ---------      --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                        38,652      202,795

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                                     193,682      119,238
                                                                              ---------      --------
CASH AND CASH EQUIVALENTS AT END
  OF PERIOD                                                                   $ 232,334    $ 322,033
                                                                              =========    =========
</TABLE>



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



                                       3



<PAGE>


                              DOUBLECLICK INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

    DoubleClick Inc., together with its subsidiaries ("DoubleClick"), is a
leading provider of comprehensive global interactive marketing and advertising
solutions. DoubleClick offers a broad range of integrated media, technology and
data solutions to advertisers, ad agencies, Web publishers and merchants.

    DoubleClick is organized in three segments: Technology (or "TechSolutions"),
Media and Data based on types of service provided. DoubleClick TechSolutions
consists of the DART-based service bureau offering, the AdServer family of
software products and a suite of email technology services. DoubleClick Media
consists of the worldwide DoubleClick networks, which provide fully outsourced
and highly effective sales, delivery and related services to a worldwide group
of advertisers and publishers. DoubleClick Data includes its Abacus division
that utilizes the information contributed to the proprietary Abacus database by
Abacus Alliance members to make both online and offline direct marketing more
efficient for Abacus Alliance members and other Abacus clients. DoubleClick
Data also includes DoubleClick's Research division, Diameter, an online research
business that offers a complete suite of research tools, offering media
intelligence, audience measurement and advertising effectiveness products.

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 are unaudited,
but in the opinion of management, contain all the adjustments (consisting of
those of a normal, recurring nature) 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 accompanying consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of DoubleClick
for the year ended December 31, 2000. Certain reclassifications have been made
to the prior period's financial statements to conform to the current period
presentation.

Basic and diluted net loss per common share

   Basic net loss per common share excludes the effect of potentially dilutive
securities and is computed by dividing the net loss available to common
shareholders by the weighted-average number of common shares outstanding for the
period. Diluted net loss per share adjusts for the effect of convertible
securities, stock options and other potentially dilutive financial instruments
only in the periods in which such effect would be dilutive.

   For the three month periods ending March 31, 2001 and 2000, approximately
21.9 million and 22.7 million, respectively, outstanding options to purchase
common stock were not included in the computation of diluted net loss per share
because to do so would have had an antidilutive effect for the periods
presented. Similarly, these computations also exclude the effect of 6,060,606
shares issuable upon the conversion of $250 million, 4.75% Convertible
Subordinated Notes due 2006, since their inclusion would also have had an
antidilutive effect. As a result, the basic and diluted net loss per share
amounts are equal for the three month periods ending March 31, 2001 and 2000.

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 Staff
Accounting Bulletin ("SAB") No. 51.

Concentrations of credit risk

   Financial instruments which potentially subject DoubleClick to concentrations
of credit risk consist principally of cash and cash equivalents, investments in
marketable securities, accounts receivable and advances.

   Credit is extended to customers based on the evaluation of their financial
condition, and collateral is not required. DoubleClick performs ongoing credit
assessments of its customers and maintains an allowance for doubtful accounts.

New accounting pronouncements

   In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities", which had an initial adoption
date of January 1, 2000. In June 1999, the FASB issued SFAS No. 137, which
delayed the effective date for implementing SFAS No. 133 until the beginning of
2001. In June 2000, the FASB issued SFAS No. 138, which amended certain
provisions of SFAS No. 133 with the objective of easing the implementation
difficulties expected to arise. DoubleClick adopted SFAS No. 133 as amended by
SFAS No. 138 effective January 1, 2001. The adoption of SFAS No. 133 had no
material impact on DoubleClick's financial conditions or results of operations.



                                       4



<PAGE>



NOTE 2 - BUSINESS COMBINATIONS

   On February 2, 2001, DoubleClick completed its acquisition of @plan.inc
("@plan"), a leading provider of online market research planning systems. In the
transaction, which has been accounted for as a purchase, DoubleClick acquired
all of the outstanding shares, options and warrants of @plan in exchange for
$39.1 million in cash, approximately 3,200,000 shares of DoubleClick common
stock valued at $48.7 million, and stock options and warrants to acquire
DoubleClick common stock valued at approximately $15.7 million. The aggregate
purchase price of $104.3 million, which includes approximately $0.8 million of
direct acquisition costs, has been allocated to the assets acquired and the
liabilities assumed based on their respective fair values at the date of
acquisition. DoubleClick has recorded approximately $78.1 million in goodwill,
which represents the excess of the purchase price over the fair value of net
assets acquired. This goodwill is being amortized on a straight-line basis over
three years.

   The results of operations for @plan have been included in DoubleClick's
consolidated statements of operations from the date of acquisition.

   The following pro forma results of operations have been prepared assuming
that the acquisition of @plan occurred at the beginning of the respective
periods presented. This pro forma financial information should not be considered
indicative of the actual results that would have been achieved had the @plan
acquisition been consummated on the dates indicated and does not purport to
indicate results of operations as of any future date or any future period.

<TABLE>
<CAPTION>

                                                      Three months ended March 31,
                                                      ---------------------------
                                                         2001              2000
                                                         ----              ----
                                                          (In thousands, except
                                                           per share amounts)

<S>                                                    <C>              <C>
         Revenues                                      $116,145         $112,891
         Amortization of intangibles                     12,788           14,917
         Net loss                                       (63,507)        $(25,846)
         Net loss per basic and diluted share             (0.50)           (0.22)
</TABLE>

NOTE 3 - INVESTMENT IN VALUECLICK, INC

   In the fourth quarter of 2000, ValueClick completed a purchase acquisition of
Bach Systems and consummated a merger with ClickAgents that was accounted for
as a pooling of interests. DoubleClick has treated ValueClick's pooling with
ClickAgents as a book value purchase of ClickAgents by ValueClick. As a
consequence of these transactions, DoubleClick's ownership interest in
ValueClick has been reduced to approximately 23.5% and the value of its
proportionate share of ValueClick's net assets decreased. Pursuant to its
accounting policy, DoubleClick recorded a decrease in the value of its
investment in ValueClick of $3.8 million, reduced the carrying amount of
treasury stock to approximately $15.3 million and recognized a loss of
approximately $3.8 million. This loss has been included in "Gain (loss) on
equity transactions of affiliates" in the consolidated statements of operations.

NOTE 4 - NON-CASH COMPENSATION

     Non-cash compensation consists primarily of the expected additional
consideration payable to certain former shareholders of DoubleClick Scandinavia.
Additional shares of DoubleClick common stock are contingently issuable in March
2002 based on the continued employment of the former shareholders and the
attainment of specific revenue objectives for the year ended December 31, 2001.
DoubleClick has assessed, and will continue to assess, the probability and
amount of the shares payable and expects to incur significant non-cash
compensation charges in 2001. The maximum total value of the remaining
contingently issuable shares is approximately $35.2 million. See Note 10 to the
Consolidated Financial Statements.

NOTE 5 - STOCKHOLDERS' EQUITY

     Pursuant to an underwriting agreement dated February 17, 2000, DoubleClick
completed a public offering of 7,500,000 shares of its common stock, of which
DoubleClick sold 5,733,411 shares and certain stockholders sold 1,766,589
shares. DoubleClick's net proceeds were approximately $502.9 million, after
deducting underwriting discounts, commissions and offering expenses.

     In January 2000, DoubleClick effected a two-for-one stock split in the form
of a 100 percent stock dividend, which was approved for shareholders of record
as of December 31, 1999.


                                       5



<PAGE>



NOTE 6 - RESTRUCTURING CHARGE

2000 Restructuring

     In December 2000 management took certain actions to reduce employee
headcount in order to better align its sales, development and administrative
organization. This involved the involuntary terminations of approximately 180
employees. As a consequence, DoubleClick recorded a $2.4 million charge to
operations during the fourth quarter of 2000 related to payments for severance
as well as the costs of outplacement services and the provision of continued
benefits to terminated personnel.

     As of March 31, 2001 substantially all of the $2.4 million charge had been
paid. DoubleClick expects to pay any remaining costs related to this charge in
the second quarter of 2001.

2001 Restructuring

     In March 2001 management took additional steps to further increase
operational efficiencies and bring costs in line with revenues. These measures
included the involuntary terminations of approximately 230 employees, primarily
from DoubleClick's Media operations, as well as the consolidation of some of its
leased office space and the closure of several of its offices. As a result,
DoubleClick recorded a $29.0 million charge to operations during the first
quarter of 2001 for severance-related payments to terminated employees, the
accrual of future lease costs (net of estimated sublease income and deferred
rent) and the write-off of fixed assets for office locations that were closed or
consolidated. As a result of these restructuring initiatives, DoubleClick
expects to achieve annualized savings of approximately $16 million in operating
expenses. However, there can be no assurance that such cost reductions can be
sustained or that the estimated costs of such actions will not change.

     Of this $29.0 million charge, approximately $8.9 million and $6.0 million
remain accrued in 'Accrued expenses and other current liabilities' and
`Long-term obligations and notes', respectively, as of March 31, 2001.
DoubleClick expects to pay the remainder of the severance-related costs in
fiscal 2001.

     The following table sets forth a summary of the costs and related charges
for DoubleClick's 2000 and 2001 restructurings and the balance of the
restructuring reserve established (in thousands):

<TABLE>
<CAPTION>

                                                            Fixed
                                                            asset         Future        Other
                                                            write-         lease        exit
                                              Severance      offs          costs        costs        Total
                                              ------------------------------------------------------------
<S>                                            <C>       <C>           <C>           <C>              <C>
2000 Restructuring
    Balance at January 1, 2001                $ 1,172      $     -     $       -       $    -     $  1,172
    Cash expenditures                          (1,027)           -             -            -       (1,027)
    Non-cash charges                                -            -             -            -            -
                                              -------      -------     ---------       ------     --------
    Balance at March 31, 2001                 $   145      $     -     $       -       $    -     $    145

2001 Restructuring
    Restructuring charge                      $ 3,657      $15,169     $   9,274       $  933     $ 29,033
    Cash expenditures                          (1,420)           -             -            -       (1,420)
    Non-cash charges                                -      (15,169)        2,409          (97)     (12,857)
                                              -------      -------       -------       -------     -------
    Balance at March 31, 2001                 $ 2,237      $     -       $11,683       $  836      $14,756

Total reserve balance at March 31, 2001       $ 2,382      $     -       $11,683       $  836      $14,901
                                              =======      =======       =======       =======     =======
</TABLE>

NOTE 7 - SEGMENT REPORTING

     DoubleClick is organized into three segments: Technology, Media and Data.


                                       6



<PAGE>



Revenues and gross profit by segment are as follows:

<TABLE>
<CAPTION>

                        Three months ended March 31, 2001             Three months ended March 31, 2000
                   Technology    Media     Data       Total      Technology   Media      Data       Total

<S>                 <C>        <C>        <C>       <C>           <C>        <C>        <C>      <C>
Revenue             $54,920    $46,094    $18,214   $119,228      $39,778    $60,190    $14,727  $114,695
Intersegment
  elimination        (4,310)         -        (48)    (4,358)      (4,639)         -          -    (4,639)
                    -------    -------    -------   --------      -------    -------    -------  --------
Revenue from
  external
  customers         $50,610    $46,094    $18,166   $114,870      $35,139    $60,190    $14,727  $110,056
                    =======    =======    =======   ========      =======    =======    =======  ========
Gross profit        $36,748    $16,345    $11,441    $64,534      $27,492    $20,571     $9,516   $57,579
                    =======    =======    =======   ========      =======    =======    =======  ========
</TABLE>


NOTE 8 - COMPREHENSIVE LOSS

   Comprehensive loss consists of net loss, unrealized gains and losses on
marketable securities and foreign currency translation adjustments.
Comprehensive loss was $60.1 million and $19.2 million for the three months
ended March 31, 2001 and 2000, respectively.

NOTE 9 - CONTINGENCIES

   Several civil litigations related to DoubleClick's online data collection
practices are currently pending against DoubleClick. These proceedings seek
remedies, including damages, of an indeterminable nature and amount, and allege
variously that DoubleClick has unlawfully obtained and used consumers' personal
information. DoubleClick vigorously contests these DoubleClick allegations. In
addition, three class action lawsuits have recently been filed against
DoubleClick, Goldman Sachs & Co. and certain of DoubleClick's officers and
directors alleging violations of the securities laws in connection with
DoubleClick's initial public offering. These cases are in their early stages;
however DoubleClick intends to dispute these allegations and defend these
lawsuits vigorously.

   There have been a number of political, legislative, regulatory and other
developments relating to online data collection that have received widespread
media attention. These developments may negatively affect the outcomes of
related legal proceedings and encourage the commencement of additional similar
proceedings. Additionally, DoubleClick received a letter from the Federal Trade
Commission ("FTC"), dated February 8, 2000, in which the FTC notified
DoubleClick that they were conducting an inquiry into DoubleClick's business
practices to determine whether, in collecting and maintaining information
concerning Internet users, DoubleClick engaged in unfair or deceptive practices.
In January 2001, the FTC closed its inquiry into DoubleClick's ad serving and
data collection practices without recommending any further action. In addition,
DoubleClick's ad serving and data collection practices are also the subject of
inquiries by the attorneys general of several states. DoubleClick is cooperating
fully with all such inquiries by the various states. DoubleClick may receive
additional regulatory inquiries and intends to cooperate fully.

   It is impossible to predict the outcome of such events on pending litigation
or the results of the litigation itself, all of which may have a material
adverse effect on DoubleClick's business, financial condition and results of
operations.

   Determinations of liability against other companies that are defendants in
similar actions, even if such rulings are not final, could adversely affect the
legal proceedings against DoubleClick and its affiliates and could encourage an
increase in the number of such claims.

   DoubleClick believes that, notwithstanding the quality of defenses available,
it is possible that our financial condition and results of operations could be
materially adversely effected by the ultimate outcome of the pending litigation.
As of March 31, 2001, no provision has been made for any damages that may
result upon the resolution of these uncertainties.

NOTE 10 - SUBSEQUENT EVENTS

   On April 23, 2001, DoubleClick completed its acquisition of FloNetwork Inc.
("FloNetwork"), a privately-held Canadian provider of email marketing
technology services. In the transaction, which will be accounted for as a
purchase, DoubleClick acquired all of the outstanding shares, options and
warrants of FloNetwork in exchange for a combination of cash, common stock and
other equity instruments valued at approximately $46 million, exclusive of
direct acquisition costs. The excess of the purchase price over the fair
value of FloNetwork's net assets will be allocated to goodwill and
amortized over three years.

   On April 25, 2001, DoubleClick's consolidated subsidiary, DoubleClick Japan,
completed an initial public offering of 23,456 of its ordinary shares on the
Nasdaq Japan Market. The aggregate proceeds were approximately $27 million,
net of underwriting fees and expenses. As a result of this offering,
DoubleClick's ownership interest in



                                       7



<PAGE>



DoubleClick Japan was decreased to approximately 38.2%. Pursuant to its
accounting policy, DoubleClick will recognize a gain of approximately $8
million as the result of this transaction.

In May 2001, DoubleClick agreed to fix the amount payable to the former
shareholders of DoublClick Scandinavia who were entitled to receive additional
shares of DoubleClick common stock. DoubleClick agreed to pay the former
shareholders approximately $18.5 million in DoubleClick common stock, which is
equal to the minimum consideration they were entitled to receive under the terms
of the original agreement. DoubleClick will recognize the remaining unexpensed
portion of the consideration, approximately $13.8 million, as non-cash
compensation expense when the former shareholders are paid in fiscal 2001.



                                       8





<PAGE>



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 MAY
CHANGE PRIOR TO THE END OF EACH QUARTER OR THE YEAR. ALTHOUGH THESE EXPECTATIONS
MAY CHANGE, WE MAY NOT INFORM YOU IF THEY DO. OUR COMPANY POLICY IS GENERALLY TO
PROVIDE OUR EXPECTATIONS ONLY ONCE PER QUARTER, BUT WE MAY CHOOSE TO NOT UPDATE
THAT INFORMATION UNTIL THE NEXT QUARTER EVEN IF CIRCUMSTANCES CHANGE.

OVERVIEW

   We are a leading provider of technology-driven marketing and advertising
solutions to thousands of advertisers, advertising agencies, Web publishers and
e-commerce merchants worldwide. We provide a broad range of technology, media
and data products and services to our customers to allow them to optimize their
advertising and marketing campaigns on the Internet and through other
interactive media. Our patented DART technology is the platform for many of our
solutions and enables our customers to use preselected criteria to deliver the
right ad to the right person at the right time. Our service and product
offerings are grouped into three segments:

         -DoubleClick Technology Solutions ("Technology");

         -DoubleClick Media ("Media"); and

         -DoubleClick Data ("Data").

BUSINESS COMBINATIONS

   On February 2, 2001, DoubleClick completed its acquisition of @plan.inc
("@plan"), a leading provider of online market research planning systems. In the
transaction, which has been accounted for as a purchase, DoubleClick acquired
all of the outstanding shares, options and warrants of @plan in exchange for
$39.1 million in cash, approximately 3,200,000 shares of DoubleClick common
stock valued at $48.7 million, and stock options and warrants to acquire
DoubleClick common stock valued at approximately $15.7 million. The aggregate
purchase price of $104.3 million, which includes approximately $0.8 million of
direct acquisition costs, has been allocated to the assets acquired and the
liabilities assumed based on their respective fair values at the date of
acquisition. DoubleClick has recorded approximately $78.1 million in goodwill,
which represents the excess of the purchase price over the fair value of net
assets acquired. This goodwill is being amortized on a straight-line basis over
three years. @plan's financial results have been included in DoubleClick's
results of operations since February 2, 2001.

   On April 23, 2001, DoubleClick completed its acquisition of FloNetwork Inc.
("FloNetwork), a privately-held Canadian provider of email marketing technology
services. In the transaction, which has been accounted for as a purchase,
DoubleClick acquired all of the outstanding shares, options and warrants of
FloNetwork in exchange for a combination of cash, common stock and other equity
instruments valued at approximately $46 million, exclusive of direct
acquisition costs. The excess of the purchase price over the fair value
of FloNetwork's net assets will be allocated to goodwill and amortized over
three years. FloNetwork's financial results will be included in DoubleClick's
results of operations subsequent to April 23, 2001.



                                       9



<PAGE>



THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2000

RESULTS OF OPERATIONS

Revenues and gross profit by segment are as follows:

<TABLE>
<CAPTION>

                        Three months ended March 31, 2001             Three months ended March 31, 2000
                   Technology    Media     Data       Total      Technology    Media      Data      Total

<S>                 <C>        <C>        <C>       <C>           <C>        <C>        <C>      <C>
Revenue             $54,920    $46,094    $18,214   $119,228      $39,778    $60,190    $14,727  $114,695
Intersegment
  elimination        (4,310)         -        (48)    (4,358)      (4,639)         -          -    (4,639)
                    -------    -------    -------   --------      -------    -------    -------  --------
Revenue from
  external
  customers         $50,610    $46,094    $18,166   $114,870      $35,139    $60,190    $14,727  $110,056
                    =======    =======    =======   ========      =======    =======    =======  ========
Gross profit        $36,748    $16,345    $11,441    $64,534      $27,492    $20,571     $9,516   $57,579
                    =======    =======    =======   ========      =======    =======    =======  ========
</TABLE>

DoubleClick TechSolutions

     DoubleClick TechSolutions revenue is derived primarily from sales of our
DART, AdServer and email technology services. DoubleClick TechSolutions cost of
revenue includes costs associated with the delivery of advertisements, including
Internet access costs, depreciation of the ad and email delivery systems,
facilities, and personnel-related costs incurred to operate and support our ad
and email delivery products.

     DoubleClick TechSolutions revenue increased 37.9% to $54.9 million for the
three months ended March 31, 2001 from $39.8 million for the three months ended
March 31, 2000. DoubleClick TechSolutions gross margin was 66.8% for the three
months ended March 31, 2001 and 69.1% for the three months ended March 31, 2000.
The increase in DoubleClick TechSolutions revenue was due primarily to an
increase in the number of DART, AdServer and email clients coupled with an
increased volume of impressions delivered for existing clients. Despite the
substantial increase in DoubleClick TechSolutions revenue, the weakening of
aggregate online advertising spending and growth that affected DoubleClick
Media results began to similarly exert downward pressure on TechSolutions
revenue growth trends. The decline in gross margin resulted primarily from a
lower-margin product mix and a decrease in the fee charged to DoubleClick
Media for the provision of technology support.

DoubleClick Media

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

     Revenue for DoubleClick Media decreased 23.4% to $46.1 million for the
three months ended March 31, 2001 from $60.2 million for the three months ended
March 31, 2000. DoubleClick Media gross margin was 35.4% for the three months
ended March 31, 2001 and 34.2% for the three months ended March 31, 2000. The
decrease in DoubleClick Media revenue reflected in part the contraction in the
rate of growth of overall online advertising spending. In response to their
decreasing access to public and private financing, many cash-intensive
Internet-related companies have reduced their advertising budgets, which has had
a correspondingly negative impact on aggregate online advertising spending and
growth. DoubleClick Media revenue also decreased due to the reduction in
advertising impressions delivered to users of the AltaVista Web site associated
with the restructuring of our Advertising Services Agreement. Gross margin
increased due to lower average site fees remitted to publishers and a reduction
in the cost of technology support provided by DoubleClick TechSolutions. This
increase was partially offset by increased levels of price competition and
increases in the amount of unsold inventory, which diluted the effective price
of delivered advertising impressions.

     DoubleClick Media revenue derived from advertising impressions delivered to
the users of the AltaVista Web site was $5.7 million, or 12.4% of DoubleClick
Media revenue for the three months ended March 31, 2001, compared to $7.5
million, or 12.5% of DoubleClick Media revenue for the three months ended March
31, 2000. Because of specific contractual terms unique to AltaVista, we
recognize revenue from sales commissions, billing and collection fees and DART
service fees derived from the sale and delivery of ads on the AltaVista Web site
and associated services.



                                       10



<PAGE>


AltaVista DART services fees recognized by TechSolutions were $0.7 million and
$2.1 million for the three months ended March 31, 2001 and 2000, respectively.

     On August 7, 2000, we announced a restructuring of our Advertising Services
Agreement with AltaVista ("New Agreement"). Pursuant to the New Agreement,
AltaVista assumed lead ad sales responsibility for domestic advertisers in the
first quarter of 2001, and will assume lead ad sales responsibility for
international advertisers by December 2001 (subject to AltaVista's right to
assume lead responsibility sooner in certain international markets). After
AltaVista assumes lead ad responsibility in a market, DoubleClick will have the
right to sell ads on the AltaVista Web sites in that market on a non-exclusive
basis, as part of DoubleClick's worldwide ad networks, through December 31,
2004. In addition, under the New Agreement, the DART for Publishers Service will
serve ads on AltaVista's Web sites through December 31, 2004 with the ads
required to be served through the DART for Publishers Service declining in each
year of the agreement, subject to certain minimums. The DART for Advertisers
Service will serve the majority of AltaVista'a online advertising campaigns
through December 2004.

DoubleClick Data

     DoubleClick Data revenue has historically been derived primarily
from its Abacus division, which provides services such as prospecting lists,
housefile scoring, list optimization, and marketing research services to the
direct and online marketing industry. Following the acquisition of @plan in
February 2001, we created Diameter, 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. Diameter's
revenue is derived principally from the sale of annual subscriptions to its
market research systems. DoubleClick Data cost of revenue includes
expenses associated with creating, maintaining and updating the Abacus and
Diameter databases as well as the technical infrastructure to produce our
products and services.

     DoubleClick Data revenue increased 23.8% to $18.2 million for the
three months ended March 31, 2001 from $14.7 million for the three months ended
March 31, 2000. Gross margin declined from 64.6% for the three months ended
March 31, 2000 to 62.6% for the three months ended March 31, 2001. The increase
in DoubleClick Data revenue resulted from the inclusion of @plan's
post-acquisition results coupled with higher average prices and strong growth in
Abacus' B2B alliance and prospecting list services initiatives. The decline in
gross margin was due primarily to the higher fixed costs associated with
Diameter's data collection, which were partially offset by decreases in
personnel- and facility-related costs.

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 $55.1 million, or 48.0% of
revenue for the three months ended March 31, 2001 and $50.5 million, or 45.9% of
revenue for the three months ended March 31, 2000. This increase was primarily
attributable to increased compensation and related benefits associated with our
growth and an increase in the provision for doubtful accounts, partially offset
by reductions in marketing and recruiting costs. We expect sales and marketing
expenses to decrease in absolute dollars as we begin to realize increased
operational efficiencies from the headcount reductions undertaken as part of our
restructuring activities in March 2001.

General and administrative

     General and administrative expenses consist primarily of compensation and
related benefits, professional services fees and facility-related costs. General
and administrative expenses were $19.6 million, or 17.1% of revenue for the
three months ended March 31, 2001 and $20.9 million, or 19.0% of revenue for the
three months ended March 31, 2000. The decrease was primarily the result of
overall reductions in professional services fees and facility-related costs,
partially offset by increases in compensation and related benefits associated
with our growth. Decreased professional services fees resulted in part from a
reduction in consulting fees associated with system conversion and integration.
We expect general and administrative expenses to continue to decline as a
percentage of revenue due to restructuring-related reductions in our facility
costs and decreases in other general operating costs.

Product development

     Product development expenses consist primarily of compensation and related
benefits, consulting fees, and other operating expenses associated with the
product development departments. To date, all product development costs have
been expensed as incurred. Product development expenses were $13.9 million, or
12.1% of revenues for the three




                                       11



<PAGE>



months ended March 31, 2001 and $9.7 million, or 8.8% of revenues for the three
months ended March 31, 2000. This increase was primarily attributable to
growth-related increases in compensation and related benefits for product
development personnel, which were partially offset by reductions in consulting
expenses. Although we anticipate that professional services fees will decrease
as we reduce our reliance on external consultants, we continue to believe that
on-going investment in product development is critical to the attainment of our
strategic objectives and, as a result, expect total product development expenses
to remain fairly constant in absolute dollars.

Amortization of intangible assets

     Amortization of intangible assets consists primarily of goodwill
amortization. Amortization expense was $10.6 million for the three months ended
March 31, 2001 and $8.4 million for the three months ended March 31, 2000. The
increase was primarily the result of the amortization of goodwill related to our
acquisitions of @plan and DoubleClick Japan, partially offset by reductions in
amortization expense associated with DoubleClick Scandinavia and DoubleClick
Iberoamerica as the result of their impairment write-downs in the fourth quarter
of 2000.

Restructuring charge

     In March 2001 our management took certain actions to further increase
operational efficiencies and bring costs in line with revenues. These measures
included the involuntary terminations of approximately 230 employees, primarily
from our Media operations, as well as the consolidation of some of our leased
office space and the closure of several of our offices. As a consequence,
we recorded a $29.0 million charge to operations during the first quarter of
2001 for severance-related payments to terminated employees, the accrual of
future lease costs (net of estimated sublease income and deferred rent) and the
write-off of fixed assets for office locations that were closed or consolidated.
As a result of these restructuring initiatives, we expect to achieve annualized
savings of approximately $16 million in operating expenses. However, there can
be no assurance that such cost reductions can be sustained or that the estimated
costs of such actions will not change.

     We incurred no such restructuring charges for the three months ended
March 31, 2000.

Loss from operations

     Our operating loss was $63.9 million for the three months ended March 31,
2001 and $31.9 million for the three months ended March 31, 2000. The increase
in operating loss is primarily attributable to our restructuring charges and the
increase in the amortization of intangible assets discussed above. We plan to
continue to grow and expand our business and therefore anticipate that we may
incur future losses from operations. We continue to manage our operations with a
focus on productivity and will manage headcount accordingly as our business
evolves.

Equity in losses of affiliates

     Equity in losses of affiliates was $1.1 million for the three months ended
March 31, 2001 and $1.4 million for the three months ended March 31, 2000. In
addition to our $0.9 million share of our investees' losses, equity in losses of
affiliates for the three months ended March 31, 2001 included approximately $0.2
million in expense related to the amortization of goodwill associated with our
investment in ValueClick. For the three months ended March 31, 2000, equity in
losses of affiliates included approximately $1.1 million of such goodwill
amortization.

Gain (loss) on equity transactions of affiliates

     For the three months ended March 31, 2001, we recognized an approximately
$3.8 million loss related to the decrease in value of our proportionate share of
the net assets of our equity-method investee ValueClick resulting from its
completion of two business combinations. For the three months ended March 31,
2000, we recognized an approximately $8.9 million gain related to the increase
in value of our investment as the result of ValueClick's initial public
offering.

Interest and other, net

     Interest and other, net was $8.8 million for the three months ended March
31, 2001 and $7.0 million for the three months ended March 31, 2000. Interest
and other, net included $13.0 million in interest income for the three months
ended March 31, 2001 partially offset by $3.2 million of interest expense, and
$10.7 million of interest income for the three months ended March 31, 2000,
partially offset by $3.0 million of interest expense. The increase in interest
income was attributable to increases in the average quarterly balances of our
cash and cash equivalents and investments in marketable securities, partially
offset by decreases in average investment yields due to declines in interest
rates. Interest and other, net in future periods may fluctuate as a result of
the average cash, investment and future debt balances we maintain as well as
changes in the market rates of our investments.


                                       12



<PAGE>




Income taxes

     The provision for income taxes does not reflect the benefit of our
historical losses due to limitations and uncertainty surrounding our prospective
realization of the benefit. The provision for income taxes recorded for the
three months ended March 31, 2001 primarily relates to corporate income taxes on
the earnings of some of our foreign subsidiaries. The provision for the three
months ended March 31, 2000 principally relates to a change in estimated tax
refunds receivable for taxes paid by Abacus in fiscal 1999.

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 $1.1 million for the three months ended
March 31, 2001, and used $5.1 million for the three months ended March 31, 2000.
The increase in cash provided by operating activities in 2001 resulted primarily
from a decrease in net loss, excluding non-cash items, and decreases in accounts
receivable, which were partially offset by decreases in accounts payable and
accrued expenses. Investing activities generated $38.0 million for the three
months ended March 31, 2001, and used $342.8 million for the three months ended
March 31, 2000. Cash provided by investing activities for the three months ended
March 31, 2001 resulted primarily from the maturity of some of our investments
in marketable securities, which was partially offset by cash paid for the
purchase of equipment and the acquisition of businesses and intangible assets.
Cash used by investing activities for the three months ended March 31, 2000
resulted primarily from equipment purchases and the investment of the proceeds
from our common stock issuance in marketable securities. Net cash provided by
financing activities was $2.4 million for the three months ended March 31, 2001
and $551.0 million for the three months ended March 31, 2000. Cash provided by
financing activities consisted primarily of the proceeds from the issuance of
common stock in connection with our employee stock purchase and stock option
plans for the three months ended March 31, 2001, and the net proceeds from our
public offering of common stock for the three months ended March 31, 2000.

     As of March 31, 2001 we had $232.3 million in of cash and cash equivalents
and $599.1 million in investments in marketable securities. As of March 31,
2001, our principal commitments consisted of 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 and lease commitments will be a material use of our
cash resources consistent with the levels of our operations, infrastructure and
personnel.

     Pursuant to an underwriting agreement dated February 17, 2000, we completed
a public offering of 7,500,000 shares of our common stock, of which we sold
5,733,411 shares and certain stockholders sold 1,766,589 shares. Our net
proceeds were approximately $502.9 million after deducting underwriting
discounts, commissions and offering expenses.

     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.

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, 2001, our investments in marketable
securities had a weighted average time to maturity of 220 days.



                                       13



<PAGE>



     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, 2001.

<TABLE>
<CAPTION>
                                                             Time to Maturity
                                             --------------------------------------------------
                                             One Year      One to        Two to    Greater than
                                             or Less      Two Years    Four Years   Four Years   Fair Value
                                             --------     --------     ----------   ----------   ----------
<S>                                          <C>          <C>           <C>         <C>        <C>
Cash and cash equivalents                    $232,334            -             -            -     $232,334
Average interest rate                           4.50%
Fixed-rate investments in marketable
  securities                                 $419,939     $179,186             -            -     $599,125
Average interest rate                           6.50%        6.28%
Convertible Subordinated Notes                      -            -             -     $250,000     $175,625
Average interest rate                                                                   4.75%

</TABLE>

     We did not hold derivative financial instruments as of March 31, 2001 and
have never 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. The effect of foreign exchange rate fluctuations
on our operations for the three months ended March 31, 2001 was not material. We
do not use 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, 2001, we had $29.0
million in cash and cash equivalents denominated in foreign currencies.

     The introduction of the euro has not had a material impact on how we
conduct business and we do not anticipate any changes in how we conduct business
as a result of increased price transparency.

     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.


                                       14




<PAGE>



                                  RISK FACTORS

    An investment in our company involves a high degree of risk. You should
carefully consider the risks below, together with the other information
contained in this report, before you decide to invest in our company. If any of
the following risks actually occur, our business, results of operations and
financial condition could be harmed, the trading price of our common stock could
decline, and you could lose all or part of your investment.

                 RISKS RELATED TO OUR COMPANY AND OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT

    We were incorporated in January 1996 and 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 digital marketing industry. Our risks include:

     o ability to sustain historical revenue growth rates;

     o ability to manage our operations;

     o competition;

     o attracting, retaining and motivating qualified personnel;

     o maintaining our current, and developing new, strategic relationships with
       Web publishers;

     o ability to anticipate and adapt to the changing Internet advertising and
       direct marketing industries;

     o ability to develop and introduce new products and services and continue
       to develop and upgrade technology;

     o attracting and retaining a large number of advertisers from a variety of
       industries; and

     o relying on the DoubleClick networks.

    We also depend on the growing use of the Internet for advertising, commerce
and communication, and on general economic 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
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

    We incurred net losses each year since inception, including net losses
of $156.0 million and $55.8 million for the years ended December 31, 2000 and
1999, respectively. For the three months ended March 31, 2001, we incurred a
net loss of $60.4 million and, as of March 31, 2001, our accumulated deficit
was $329.3 million. We have not achieved profitability on an annual basis and
expect to incur operating losses in the future. We expect to continue to incur
significant operating and capital expenditures and, as a result, 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.

                                       15









<PAGE>





WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUE FROM WEB SITES OF A LIMITED
NUMBER OF WEB PUBLISHERS AND THE LOSS OF THESE WEB PUBLISHERS AS CUSTOMERS COULD
HARM OUR BUSINESS

    We derive a substantial portion of our DoubleClick Media revenue from ad
impressions we deliver on the Web sites of a limited number of Web publishers.
For the three months ended March 31, 2001, approximately 11.5% of our
revenue resulted from ads delivered on the Web sites of the top five Web
publishers on our DoubleClick networks. Our business, results of operations
and financial condition could be materially and adversely affected by the loss
of one or more of the Web publishers that account for a significant portion of
our revenue or any significant reduction in traffic on these Web publishers'
Web sites.

    The loss of these Web publishers could also cause advertisers or other Web
publishers to leave our networks or cease to use our technology services. Either
result could materially and adversely affect our business, results of operations
and financial condition. Typically we enter into short-term contracts with Web
publishers for our offerings. Since these contracts are short-term, we will have
to negotiate new contracts or renewals in the future, which may have terms that
are not as favorable to us as the terms of the existing contracts. Our business,
results of operations and financial condition could be materially and adversely
affected by such new contracts or renewals.

OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED BY LAWSUITS RELATED TO PRIVACY
AND OUR BUSINESS PRACTICES

    We are a defendant in several pending lawsuits alleging, among other things,
that we unlawfully obtain and use Internet users' personal information, and that
our use of cookies violates various federal and state laws. We are 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. We may in the
future receive additional regulatory inquiries and we intend to cooperate fully.
Class action litigation and regulatory inquiries of these types are often
expensive and time consuming and their outcome is uncertain.

    We cannot quantify the amount of monetary or human resources that we will be
required to use to defend ourselves in these proceedings. 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 these 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 of these 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.

WE DERIVE A SIGNIFICANT PORTION OF OUR REVENUE FROM ADVERTISEMENTS WE DELIVER TO
WEB SITES, AND THE CONTINUED DECREASE IN TRAFFIC LEVELS COULD HARM OUR BUSINESS

    We derive a large portion of our revenue from advertisements we deliver to
Web sites on our DoubleClick networks and from the technology and services we
provide to Web publishers, advertisers and agencies. We expect that our
DoubleClick networks and our technology services will continue to account for a
significant portion of our revenue for the foreseeable future. Our contracts
with our customers are generally short-term. We cannot assure you that our
customers will remain associated with our DoubleClick networks or continue to
use our technology and other services, that the Web sites of our customers will
maintain consistent or increasing levels of traffic over time, that the number
of ad units on our customers' Web sites will not diminish over time, or that we
will be able to replace in a timely or effective manner departing customers
with new customers with comparable traffic patterns, mix of ad impressions, or
user demographics. Our failure to successfully market our products and develop
and sustain long-term relationships with our customers, the loss of one or more
customers that account for a significant portion of our



                                       16





<PAGE>






revenue, the failure of our customers' Web sites to maintain consistent or
increasing levels of traffic or number of ad units, or the failure to keep pace
with the introduction of new technological developments would materially and
adversely affect our business, results of operations and financial condition.

OUR ADVERTISING CUSTOMERS AND THE COMPANIES WITH WHICH WE HAVE OTHER BUSINESS
RELATIONSHIPS MAY EXPERIENCE ADVERSE BUSINESS CONDITIONS THAT COULD ADVERSELY
AFFECT OUR BUSINESS

    Some of our customers may experience difficulty in supporting their current
operations and implementing their business plans. These customers may reduce
their spending on our products and services, or 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 a significant customer would negatively impact our
financial condition. These circumstances are influenced by general economic and
industry conditions, and could have a material adverse impact on our business,
financial condition and results of operations. In addition to intense
competition, the overall market for Internet advertising has been characterized
in recent quarters by increasing softness of demand, the reduction or
cancellation of advertising contracts, an increased risk of uncollectible
receivables from advertisers, and the reduction of Internet advertising budgets,
especially by Internet-related companies. Our customers that are
Internet-related companies may experience difficulty raising capital, or may be
anticipating such difficulties, and therefore may elect to scale back the
resources they devote to advertising, including on our system. Other companies
in the Internet industry have depleted their available capital, and could cease
operations or file for bankruptcy protection. If the current environment for
Internet advertising does not improve, our business, results of operations and
financial condition could be materially adversely affected.

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:

     o advertiser, Web publisher and direct marketer acceptance and demand for
       our solutions;

     o Internet user traffic levels;

     o number and size of ad units per page on our customers' Web sites;

     o changes in fees paid by advertisers;

     o changes in service fees payable by us to Web publishers in our networks;

     o the introduction of new Internet advertising products or services by us
       or our competitors;

     o variations in the levels of capital or operating expenditures and other
       costs relating to the expansion of our operations; and

     o general industry and economic conditions.

    For the foreseeable future, our revenue from DoubleClick TechSolutions and
DoubleClick Media will also remain dependent on user traffic levels and
advertising activity on our DoubleClick networks. This future revenue is
difficult to forecast. Our operating expenses will include upgrading and
enhancing our DART technology, expanding our product and service offerings,
marketing and supporting our solutions and supporting our sales and marketing
operations. We may be unable to adjust spending quickly enough to offset any
unexpected revenue shortfall. 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 which may be unrelated to our long-term operating performance.

    As a result, we believe that period-to-period comparisons of our results of
operations may not be meaningful. You should not rely on past periods as
indicators of future performance.



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RAPID CHANGES IN OUR BUSINESS COULD STRAIN OUR MANAGERIAL, OPERATIONAL,
FINANCIAL AND INFORMATION SYSTEM RESOURCES

    In recent years, we have experienced significant growth and other changes
that have 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 rapidly evolving
industry requires an effective planning and management process. 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 additional qualified personnel, integrating acquired
businesses, or otherwise responding to new business conditions. We also cannot
assure you that our information systems, procedures or controls will be
adequate to support our operations or that our management will be able to
achieve the rapid execution necessary to successfully offer our products and
services and implement our business plan. Our future performance may also
depend on our effective integration of acquired businesses. Even if successful,
this integration may take a significant period of time and expense, and may
place a significant strain on our resources. Our inability to effectively
respond to changing business conditions could materially and adversely affect
our business, financial condition and results of operations.

OUR BUSINESS MAY SUFFER IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS
MODEL

    A significant part of our business model is to generate revenue by providing
digital marketing solutions to advertisers, ad agencies and Web publishers. The
profit potential for this business model is unproven. To be successful, digital
marketing will need to achieve broad acceptance by advertisers, ad agencies and
Web publishers. Our ability to generate significant revenue from our customers
will depend, in part, on our ability to contract with Web publishers that have
Web sites with adequate available ad space inventory, and with advertisers that
have continuing plans for Internet advertising. Further, the Web sites in our
networks must generate sufficient user traffic with demographic characteristics
attractive to our advertisers. We are affected by general industry conditions
governing the supply and demand of Internet advertising. The intense competition
among Internet advertising sellers has led to the creation of a number of
pricing alternatives for Internet advertising. These alternatives make it
difficult for us to project future levels of advertising revenue and applicable
gross margin that can be sustained by us or the Internet advertising industry in
general.

    Intensive marketing and sales efforts may be necessary to educate
prospective advertisers 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, limit or compete with their existing
systems. In addition, since online direct marketing is emerging as a new and
distinct business apart from online advertising, potential adopters of online
direct marketing services will increasingly demand functionality tailored to
their specific requirements. We may be unable to meet the demands of these
clients.

    Acceptance of our new solutions will depend on the continued development of
Internet commerce, communication and advertising, and demand for our solutions.
We cannot assure you that there will be a demand for our new solutions or that
any demand would be sustainable.

DISRUPTION OF OUR SERVICES OR MISAPPROPRIATION OF CONFIDENTIAL INFORMATION
DUE TO UNANTICIPATED PROBLEMS OR FAILURES COULD HARM OUR BUSINESS

    Our DART technology resides in our data centers in New York City, New
Jersey, Virginia, California and Colorado, and in Europe, Asia and Latin
America. Continuing and uninterrupted performance of our technology is critical
to our success. Customers may become dissatisfied by



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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. Sustained or repeated system failures would
reduce the attractiveness of our solutions to advertisers, ad agencies and Web
publishers and result in contract terminations, fee rebates and makegoods,
thereby reducing revenue. Slower response time or system failures may also
result from straining the capacity of our deployed software or hardware 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 fire, power loss, water damage, telecommunications failures,
vandalism and other malicious acts, and similar unexpected adverse events. In
addition, interruptions in our solutions could result from the failure of our
telecommunications providers to provide the necessary data communications
capacity in the time frame we require. Despite precautions we have taken,
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
solutions. Our business, results of operations and financial condition could be
materially and adversely affected by any damage or failure that interrupts or
delays our operations.

    We currently retain highly confidential information of our customers in a
secure database server. Although we observe security and access measures
throughout our operations, we cannot assure you that we will be able to
prevent unauthorized individuals from gaining access to this database server.
Any unauthorized access to our servers, or abuse by our employees, could result
in the theft of confidential customer information.

COMPETITION IN INTERNET ADVERTISING, DIRECT MARKETING AND RELATED PRODUCTS AND
SERVICES IS INTENSE AND LIKELY TO INCREASE IN THE FUTURE, AND WE MAY NOT BE ABLE
TO COMPETE SUCCESSFULLY

    The market for digital marketing products and services is very competitive.
We expect this competition to continue to increase because there are low
barriers to entry. Competition may also increase as a result of industry
consolidation.

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

     o the timing and acceptance of new solutions and enhancements to existing
       solutions developed either by us or our competitors;

     o customer service and support efforts;

     o our ability to adapt and scale our technology, and develop and introduce
       new technologies, as customer needs change and grow;

     o sales and marketing efforts;

     o the features, ease of use, performance, price and reliability of
       solutions developed either by us or our competitors; and

     o the relative impact of general economic and industry conditions on either
       us or our competitors.

    We compete directly or indirectly with companies in the following
categories:

     o large Web publishers, Web portals and Internet advertising networks that
       offer advertising inventory;

     o providers of software and service bureau ad delivery solutions for Web
       publishers and advertisers;

     o email services companies, ISPs and other companies in the email services
       business;

     o direct mail and email list providers, and providers of information
       products and marketing research services to the direct marketing
       industry;

     o Web ratings companies, advertisement performance measurement companies,
       providers of Web advertising management, online research and consulting
       services and providers of syndicated market research in traditional
       publishing; and



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     o others, such as providers of customer relationship management services,
       content aggregation companies, companies engaged in advertising sales
       networks, advertising agencies and other companies that facilitate
       digital marketing.

    Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than us. These factors may allow them to respond more quickly than we
can to new or emerging technologies and changes in customer requirements. It may
also allow them to devote greater resources than we can to the development,
promotion and sale of their products and services. These competitors may also
engage in more extensive research and development, undertake more far-reaching
marketing campaigns, adopt more aggressive pricing policies and make more
attractive offers to existing and potential employees, strategic partners,
advertisers, direct marketers and Web publishers. We cannot assure you that our
competitors will not develop products or services that are equal or superior to
our solutions or that achieve greater acceptance than our solutions. 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
advertising, ad agency and Web publisher customers. As a result, it is possible
that new competitors may emerge and rapidly acquire significant market share.
Increased competition is likely to result in price reductions, reduced gross
margins 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.

WE MAY NOT COMPETE SUCCESSFULLY WITH TRADITIONAL ADVERTISING MEDIA FOR
ADVERTISING DOLLARS

    Companies doing business on the Internet, including ours, must also compete
with television, radio, cable and print (traditional advertising media) for a
share of advertisers' total advertising budgets. Advertisers may be reluctant to
devote a significant portion of their advertising budget to Internet advertising
if they perceive the Internet to be a limited or ineffective advertising medium.
In addition, in response to adverse economic or business conditions, many
advertisers reduce their advertising and marketing spending. These circumstances
would increase the competition we face to sell our products and services, and
could materially and adversely affect our business, results of operations or
financial condition.

OUR REVENUE IS SUBJECT TO SEASONAL AND CYCLICAL FLUCTUATIONS

    We believe that 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 our DoubleClick Media and
DoubleClick TechSolutions businesses, and the direct marketing industry
generally mails substantially more marketing materials in the third calendar
quarter, which directly affects our DoubleClick Data business. Further, Internet
user traffic typically drops during the summer months, which reduces the amount
of advertising to sell and deliver. Expenditures by advertisers and direct
marketers also tend to vary in cycles that reflect overall economic conditions
as well as budgeting and buying patterns. Our revenue has in the past and may in
the future be materially and adversely affected by a decline in the economic
prospects of our customers or in the economy or industry in general, which
could alter our current or prospective customers' spending priorities or
budget cycles or change our sales cycle.

    Due to the risks discussed in this section, you should not rely on
quarter-to-quarter comparisons of our results of operations as an indication 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.


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WE MAY NOT BE ABLE SUCCESSFULLY TO MAKE ACQUISITIONS OF OR INVESTMENTS IN OTHER
COMPANIES

    We may acquire or make investments in other complementary businesses,
products, services or technologies. 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, we cannot assure you that we will be
successful in consummating the purchase. Reasons for failing to consummate a
purchase could include our refusal to increase the agreed upon purchase price to
match an offer made by a subsequent competing bidder. If we buy a company, we
could have difficulty in integrating that company's personnel and operations. In
addition, the key personnel of the acquired company may decide not to work for
us. If we acquire different types of businesses, we could have difficulty in
integrating the acquired products, services, technologies or personnel into our
operations. These difficulties could disrupt our ongoing business, distract our
management and employees, increase our expenses and adversely affect our results
of operations due to accounting requirements such as amortization of goodwill.
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.

WE MUST MANAGE THE INTEGRATION OF ACQUIRED COMPANIES SUCCESSFULLY IN ORDER TO
ACHIEVE DESIRED RESULTS

    As a part of our business strategy, we expect to enter into a number of
business combinations and acquisitions. Achieving the benefits of acquisition
transactions, including our recent acquisitions of @plan and FloNetwork,
depends on the successful execution of post-acquisition events including:

     o integrating operations and personnel;

     o offering the existing products and services of each company to the other
       company's customers; and

     o developing new products and services that utilize the assets of both
       companies.

    In addition, acquisitions are accompanied by a number of risks, including:

     o the difficulty of assimilating the operations and personnel of the
       acquired companies;

     o the potential disruption of the ongoing businesses and distraction of our
       management and management of the acquired company;

     o the difficulty of incorporating acquired technology and rights into our
       products and services;

     o unanticipated expenses related to technology integration;

     o difficulties in maintaining uniform standards, controls, procedures and
       policies;

     o the impairment of relationships with employees and customers as a result
       of any integration of new management personnel; and

     o potential unknown liabilities associated with acquired businesses.

    We may not succeed in addressing these risks or any other problems
encountered in connection with business combinations and acquisitions. Our
failure to do so could have a material adverse effect on our business, financial
condition and operating results and could result in the loss of key personnel.
In addition, the attention and effort devoted to integration will significantly
divert management's attention from other important issues, and could seriously
harm our business.


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IF WE FAIL TO SUCCESSFULLY CROSS-MARKET OUR PRODUCTS TO CUSTOMERS OF BUSINESSES
WE ACQUIRE, OR TO DEVELOP NEW PRODUCTS TO SERVE THOSE AND OUR EXISTING
CUSTOMERS, WE MAY NOT INCREASE OR MAINTAIN OUR CUSTOMER BASE OR OUR REVENUE

    We offer to our collective customers the respective products and services
historically offered by DoubleClick and companies we have acquired. We cannot
assure you that any company's customers will have any interest in the other
companies' products and services. The failure of our cross-marketing efforts may
diminish the benefits we realize from these acquisitions. In addition, we intend
to develop new products and services that combine the knowledge and resources of
our company and the businesses we acquire. We cannot assure you that these
products or services will be developed or, if developed, will be successful or
that we can successfully integrate or realize the anticipated benefits of these
acquisitions. As a result, we may not be able to increase or maintain our
customer base. We cannot assure you that we will be able to overcome the
obstacles in developing new products and services, or that there will be a
demand for the new products or services developed by us after the acquisitions.
An inability to overcome these obstacles or a failure of demand to develop could
materially and adversely affect our business, financial condition and results of
operations or could result in loss of key personnel.

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.

We depend heavily on several third-party providers of Internet and related
telecommunication services, including of hosting and co-location facilities,
in operating 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. Although we believe that we could obtain these services
from other sources if need be, the costs associated with any transition to
a new service provider would be substantial, requiring us to reengineer our
computer systems and telecommunications infrastructure to accommodate a new
service provider. This process would 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 required by us
could cause interruptions in the services we provide. Despite precautions
taken by us, 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 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. The loss of the services of
one or more of our key employees could materially and adversely affect our
business, results of operations and financial condition. Our future success also
depends on our continuing to attract, retain and motivate highly skilled
employees. There is significant competition for qualified employees in our
industry. We may be unable to retain our key employees or attract, assimilate or
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.

IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY OR FACE A CLAIM OF
INTELLECTUAL PROPERTY INFRINGEMENT BY A THIRD PARTY, WE COULD LOSE OUR
INTELLECTUAL PROPERTY RIGHTS OR BE LIABLE FOR DAMAGES

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

    In September 1999, the U.S. Patent and Trademark Office issued to us a
patent that covers our DART technology. We own other patents, and have patent
applications pending, for our technology. We cannot assure you that patents
applied for 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 that we use to market our solutions.
These trademarks include DOUBLECLICK'R', DART'R', DARTMAIL'TM' and ABACUS'R'. We
have applied to register our trademarks in the United States and
internationally. We have received registrations for the marks DOUBLECLICK, DART
and ABACUS and have applied for registration of others. We cannot assure you
that any of our current or future trademark applications will be approved. Even
if they are approved, these trademarks may be successfully challenged by others
or invalidated. If our trademark registrations are not approved because third
parties own these trademarks, our use of these trademarks will be restricted
unless we enter into arrangements with these parties which may be unavailable on
commercially reasonable terms, if at all. In addition, we have licensed, and



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may license in the future, our trademarks, trade dress and similar proprietary
rights to third parties. While we endeavor to ensure that the quality of our
brands are maintained by our licensees, our licensees may take actions that
could materially and adversely affect the value of our proprietary rights and
reputation.

    In order to secure and protect our proprietary rights, we generally enter
into confidentiality, proprietary rights and license agreements, as appropriate,
with our employees, consultants and business 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 proprietary rights are
sufficient to prevent misappropriation of our solutions or technologies,
particularly in foreign countries where laws or law enforcement practices may
not protect our proprietary 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 which we have entered into to protect our proprietary
technologies.

    Furthermore, third parties may assert infringement claims against us, which
could adversely affect our reputation and the value of our proprietary rights.
From time to time we have been, and we expect to continue to be, subject to
claims in the ordinary course of our business, including claims of alleged
infringement of the patents, trademarks and other intellectual property rights
of third parties by us or our customers. In particular, 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 when filed, 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 or restrict us from
using our intellectual property. Even if we prevail, litigation could be
time-consuming and expensive to defend, and could result in the diversion of
management's time and attention. Any 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 be unavailable on terms acceptable to us, or at all. If a
successful claim of infringement is brought against us and we fail to develop
non-infringing technology 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.

OUR RIGHT TO KEEP AND USE INFORMATION COLLECTED IN OUR DATABASES MAY BE
CHALLENGED IN THE FUTURE, WHICH COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS
OF OPERATIONS

    We collect and compile information in databases for the product offerings of
all our businesses. Individuals have claimed, and may claim in the future, that
our collection of this information is illegal. Although we believe that we have
the right to use and compile the information in these databases, we cannot
assure you that our ability to do so will remain lawful, that any trade secret,
copyright or other intellectual property protection will be available for our
databases, or that statutory protection that is or becomes available for
databases will enhance our rights. In addition, others may claim rights to the
information in our databases. Further, pursuant to our contracts with Web
publishers using our solutions, we are obligated to keep certain information
regarding each Web publisher confidential and, therefore, may be restricted from
further using that information in our businesses.

WE MUST ADAPT TO TECHNOLOGY TRENDS AND EVOLVING INDUSTRY STANDARDS OR WE WILL
NOT BE COMPETITIVE

    The digital marketing business is characterized by rapidly changing
technologies, evolving industry standards, frequent new product and service
introductions, and changing customer demands. Our future success will depend on
our ability to adapt to rapidly changing technologies and to enhance existing
solutions and develop and introduce a variety of new solutions and




                                       23





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services to address our customers' changing demands. We may experience
difficulties that could delay or prevent the successful design, development,
introduction or marketing of our solutions and services. In addition, our new
solutions or enhancements must meet the requirements of our current and
prospective customers and must achieve significant acceptance. Material delays
in introducing new solutions and enhancements may cause customers to forego
purchases of our solutions and purchase those of our competitors. Our failure to
successfully design, develop, test and introduce new services, or the failure of
our recently introduced services to achieve acceptance, could prevent us from
maintaining existing client relationships, gaining new clients or expanding our
business and could materially and adversely affect our business, financial
condition and results of operations.

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE FAIL SUCCESSFULLY TO MANAGE OUR
INTERNATIONAL OPERATIONS AND SALES AND MARKETING EFFORTS

    We have operations in a number of countries. We have limited experience in
developing localized versions of our solutions and in marketing, selling and
distributing our solutions internationally. We sell our products and services
through our directly and indirectly owned subsidiaries in Australia, the Benelux
countries, Canada, France, Germany, Spain, Ireland, Italy, Scandinavia and the
United Kingdom. We also operate our media business through business partners in
Japan and Asia (Hong Kong, Taiwan, Korea, China and Singapore) and generally
operate our technology business through our directly or indirectly owned
subsidiaries in these jurisdictions. A great deal of our success in these
markets is directly dependent on the success of our business partners and their
dedication of sufficient resources to our relationship.

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

    o the high cost of maintaining international operations;

    o uncertain demand for our products and services;

    o the impact of recessions in economies outside the United States;

    o changes in regulatory requirements;

    o more restrictive privacy regulation;

    o reduced protection for intellectual property rights in some countries;

    o potentially adverse tax consequences;

    o difficulties and costs of staffing and managing foreign operations;

    o political and economic instability;

    o fluctuations in currency exchange rates; and

    o seasonal fluctuations in Internet usage.

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

WE HAVE INCURRED SIGNIFICANT DEBT OBLIGATIONS WHICH COULD HARM OUR BUSINESS

    We incurred $250 million of indebtedness in March 1999 from the sale of our
4.75% Convertible Subordinated Notes due 2006. Our ratio of long-term debt to
total equity was approximately 32.0% as of March 31, 2001. The degree to which
we are leveraged could materially and adversely affect our ability to obtain
additional financing and could make us more vulnerable to industry downturns
and competitive pressures. Our ability to meet our



                                       24





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debt service obligations will depend on our future performance, which will be
subject to financial, business, and other factors affecting our operations, many
of which are beyond our control.

EFFECTS OF ANTI-TAKEOVER PROVISIONS COULD INHIBIT THE ACQUISITION OF OUR COMPANY

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

    o discourage potential acquisition proposals;

    o delay or prevent a change in control;

    o impede the ability of our stockholders to change the composition of our
      board of directors in any one year; or

    o limit the price that investors might be willing to pay in the future for
      shares of our common stock.

OUR STOCK PRICE MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS

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

IF OUR STOCK PRICE IS VOLATILE, WE MAY BECOME SUBJECT TO SECURITIES LITIGATION
WHICH IS EXPENSIVE AND COULD RESULT IN A DIVERSION OF RESOURCES

    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, 2001, we had 128,894,872 shares of common stock outstanding,
excluding 21,944,597 shares subject to options outstanding as of such date under
our stock option plans that are exercisable at prices ranging from $0.03 to
$124.56 per share. Additionally, certain holders of our common stock have
registration rights with respect to their shares. We intend to file one or more
registration statements in compliance with these registration rights. 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 included in such registration
statements, issued upon the exercise of stock options or issued upon the
conversion of our convertible subordinated notes), or the perception that such
sales could occur, may materially and adversely affect prevailing market
prices for our common stock.

                         RISKS RELATED TO OUR INDUSTRY

OUR BUSINESS MAY BE ADVERSELY AFFECTED IF DEMAND FOR INTERNET ADVERTISING FAILS
TO GROW AS PREDICTED OR DIMINISHES

    Our future success is highly dependent on an increase in the use of the
Internet as an advertising medium. The Internet advertising industry is new and
rapidly evolving, and it cannot yet be compared with traditional advertising
media to gauge its effectiveness. As a result, demand and acceptance for
Internet advertising solutions is uncertain. Many of our current or potential



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advertising customers have limited experience using the Internet for advertising
purposes and they have allocated only a limited portion of their advertising
budgets to Internet advertising. The adoption of Internet advertising,
particularly by those entities that have historically relied upon traditional
media for advertising, requires the acceptance of a new way of conducting
business, exchanging information and advertising products and services. These
customers may find Internet advertising to be less effective for promoting their
products and services relative to traditional advertising media. In addition,
some of our current and potential Web publisher customers have little experience
in generating revenue from the sale of advertising space on their Web sites. We
cannot assure you that current or potential advertising customers will allocate
a portion of their advertising budget to Internet advertising or that the demand
for Internet advertising will continue to develop to sufficiently support
Internet advertising as a significant advertising medium. If the demand for
Internet advertising decreases or develops more slowly than we expect, then our
business, results of operations and financial condition could be materially and
adversely affected.

    There are currently no generally accepted standards or tools for the
measurement of the effectiveness of Internet advertising or the planning of
advertising purchases, and generally accepted standard measurements and tools
may need to be developed to support and promote Internet advertising as a
significant advertising medium. Our advertising customers may challenge or
refuse to accept ours or third-party's measurements of advertisement delivery
results, or the market research information that we provide. Our customers may
not accept any errors in such measurements. In addition, the accuracy of
database information used to target advertisements is essential to the
effectiveness of Internet advertising that may be developed in the future. The
information in our database, like any database, may contain inaccuracies which
our customers may not accept.

    A significant portion of our revenue is derived from the delivery of
advertisements placed on Web sites which are designed to contain the features
and measuring capabilities requested by advertisers. If advertisers determine
that those ads are ineffective or unattractive as an advertising medium or if we
are unable to deliver the features or measuring capabilities requested by
advertisers, the long-term growth of our online advertising business could be
limited and our revenue levels could decline. There are also 'filter' software
programs that limit or prevent advertising from being delivered to a user's
computer. The commercial viability of Internet advertising, and our business,
results of operations and financial condition, would be materially and adversely
affected by Web users' widespread adoption of this software.

CHANGES IN GOVERNMENT REGULATION COULD DECREASE OUR REVENUE AND INCREASE OUR
COSTS

    Laws applicable to Internet communications, e-commerce, digital advertising,
data protection and direct marketing are becoming more prevalent. Any
legislation enacted or regulation issued could dampen the growth and acceptance
of the digital marketing industry in general and of our offerings in particular.
Existing and proposed legislation in the United States, Europe (following the
directive of the European Union), Canada, and Japan may impose limits on our
collection and use of certain kinds of information about individuals, whether
collected offline or online. Various U.S. state and foreign governments may also
attempt to regulate our transmissions or levy sales or other taxes relating to
our activities.

    Moreover, the laws governing the Internet remain largely unsettled, even in
areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, data protection, libel and taxation apply to the Internet and Internet
advertising. In addition, the growth and development of Internet commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad, that may impose additional burdens on companies conducting
business over the Internet.

    Our business, results of operations and financial condition could be
materially and adversely affected by the adoption or modification of laws or
regulations relating to our businesses.





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<PAGE>




CHANGES IN LAWS RELATING TO DATA COLLECTION AND USE PRACTICES AND THE PRIVACY OF
INTERNET USERS AND OTHER INDIVIDUALS COULD HARM OUR BUSINESS

    New limitations on the collection and use of information relating to
Internet users are currently 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 in
those proposals that do pass. Since many of the proposals are in their
development stage, we cannot yet determine the impact these may have on our
business. In addition, it is possible that changes to existing law, including
new interpretations of existing law, could have a material and adverse impact on
our business, financial condition and results of operations.

    The following are examples of proposals currently being considered in the
United States and internationally:

   o Legislation has been proposed in some jurisdictions to regulate the use of
     cookie technology. Our technology uses cookies for ad targeting and
     reporting, among other things, and we may be required to change our
     technology in order to comply with the new laws. It is possible that the
     changes required for compliance are commercially unfeasible, or that we are
     simply unable to comply and therefore may be required to discontinue the
     relevant business practice.

   o Data protection officials in certain European countries have voiced the
     opinion that an IP address is personally-identifiable information. In those
     countries in which this opinion prevails, the applicable national data
     protection law could be interpreted to subject us to a more restrictive
     regulatory regime. Although we believe our current policies and procedures
     would meet these more restrictive standards, we cannot assure you that the
     applicable authorities would make the same determination. 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.

   o Legislation has been proposed to prohibit the sending of 'unsolicited
     commercial email' or 'spam.' We have a consent-based email delivery and
     list services business that we believe should not, as a matter of policy,
     be affected by this kind of legislation. However, it is possible that
     legislation will be passed that requires us to change our current
     practices, or subject us to increased possibility of legal liability for
     our practices.

   o Legislation is under consideration that would regulate the practice of
     online preference marketing, as practiced by DoubleClick and other Network
     Advertising Initiative member companies. Such legislation, if passed, could
     require DoubleClick to change or discontinue its plans for online
     preference marketing services. The changes we are required to make could
     diminish the market acceptance of our offerings.

   o The Federal Trade Commission is currently reviewing the need to regulate
     the manner in which offline information about consumers is collected and
     used by businesses. The value of the Abacus database, and the future
     viability of the DoubleClick Data business, could be adversely affected by
     legislation or regulation that limits the manner in which offline
     information about consumers is collected and used.

These and other circumstances leading to changes in the existing law could have
a material and adverse impact on our business, financial condition and results
of operations.

    In addition, DoubleClick is a member of the Network Advertising Initiative
and the Direct Marketing Association, both industry self-regulatory
organizations. Although our compliance with the these self-regulatory principles
to date has not had a material adverse effect on us, we cannot assure you that
these organizations will not adopt additional, more burdensome guidelines, which
could materially and adversely affect the business, financial condition and
results of operations of DoubleClick.



                                       27





<PAGE>





OUR BUSINESS MAY BE ADVERSELY AFFECTED BY PRODUCTS OFFERED BY THIRD PARTIES

    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 are widely adopted, our business, financial condition and results
of operations could be materially and adversely affected.

OUR BUSINESS MAY SUFFER IF THE WEB INFRASTRUCTURE IS UNABLE TO EFFECTIVELY
SUPPORT THE GROWTH IN DEMAND PLACED ON IT

    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 it 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 spend considerable amounts to adapt our solutions 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 Web sites of Web publishers using our solutions and the level of user
traffic on Web sites on our DoubleClick networks.

DOUBLECLICK DATA IS DEPENDENT ON THE SUCCESS OF THE DIRECT MARKETING INDUSTRY
FOR ITS 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 clients are large consumer
merchandise catalog operators in the United States. 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. Many industry experts predict that
electronic commerce, including the purchase of merchandise and the exchange of
information via the Internet or other media, will increase significantly in the
future. To the extent this increase occurs, 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 clients 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 clients 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 services. Our clients may aggressively seek price reductions for our
services to offset any increased materials cost. Any of these occurrences could
materially and adversely affect the business, financial condition and results of
operations of our Abacus business.

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<PAGE>



                           PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    Following the announcement of our proposed merger with NetGravity
on July 27, 1999, a complaint was filed in the San Mateo County, California,
Superior Court against NetGravity and several of its directors. The complaint
alleges that the directors of NetGravity breached their fiduciary duties to
NetGravity's stockholders in connection with the negotiation of the proposed
merger. The complaint asked the court to enjoin the consummation of the merger,
or, alternatively, sought to rescind the merger or an award of unspecified
damages from the defendants in the event the merger was consummated. We believe
the claims asserted in this complaint are without merit and vigorously contest
them.

    We are a defendant in 20 lawsuits concerning Internet user privacy and our
data collection and other business practices. These lawsuits were filed
throughout 2000. 18 of these actions are styled as class actions, one
action is brought on behalf of the general public of the State of California and
one is brought against us and ClearStation, Inc. on behalf of the State of
Illinois by the State's Attorney of Cook County, Illinois. The actions seek,
among other things, injunctive relief, civil penalties and unspecified damages.

    Five of the actions were filed in California state court, 13 in federal
court, one in Texas state court and one in Illinois state court. On March 31,
2000, the plaintiff in one of the California state court proceedings filed a
petition, ordered by the court on May 11, 2000, to coordinate the four actions
then pending in the California state courts. The Judicial Panel on Multidistrict
Litigation granted our motions to transfer, coordinate and consolidate the
federal actions before Judge Buchwald in the Southern District of New York. On
March 28, 2001, Judge Buchwald dismissed all federal lawsuits against
DoubleClick. The plaintiffs have noticed their appeal to the Second Circuit
Court of Appeals. We believe that these lawsuits are without merit and we intend
to vigorously defend ourselves against them.

    Additionally, we received a letter from the Federal Trade Commission
('FTC'), dated February 8, 2000, in which the FTC notified us that they were
conducting an inquiry into our business practices to determine whether, in
collecting and maintaining information concerning Internet users, we have
engaged in unfair or deceptive practices. In January 2001, the Federal Trade
Commission closed its inquiry into our ad serving and data collection practices
without recommending any further action.

    Our ad serving and data collection practices are also the subject of
inquiries by the attorneys general of several states. We are cooperating fully
with all such inquiries. We may receive additional regulatory inquiries and
intend to cooperate fully.

    In May 2001, three lawsuits, styled as class actions, have been filed in the
Southern District of New York against DoubleClick, Goldman Sachs & Co. and
certain of the officers and directors of DoubleClick. The lawsuits allege
various violations of the securities laws with respect to the commissions earned
by Goldman Sachs in connection with DoubleClick's initial public offering.
DoubleClick has not yet been served in connection with these lawsuits and these
cases are in their early stages; however, DoubleClick intends to dispute these
allegations and to defend these lawsuits vigoursly.



                                       29





<PAGE>


ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

    (a) None.





                                       30







<PAGE>


    (b) Reports on Form 8-K

    We filed a Current Report on Form 8-K/A, Item 5, on January 22, 2001,
announcing that we entered into a Letter Agreement with @plan.inc, which amended
our Amended and Restated Agreement and Plan of Merger and Reorganization with
@plan.inc.

    We filed a Current Report on Form 8-K, Item 5, on February 2, 2001,
attaching the press release that announced the final terms of our acquisition
of @plan.inc.

    We filed a Current Report on Form 8-K, Item 5, on February 5, 2001,
attaching the press release that announced the consummation of our
acquisition of @plan.inc.

    We filed a Current Report on Form 8-K, Item 5, on March 22, 2001,
attaching the press release that announced the strategic changes to
our global media business.


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<PAGE>



    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.

Date: May 15, 2001                     DOUBLECLICK INC.


                                       By:  /s/ Thomas Etergino
                                          .................................
                                                   THOMAS ETERGINO
                                           VICE PRESIDENT OF CORPORATE FINANCE
                                           (CHIEF ACCOUNTING OFFICER AND DULY
                                                  AUTHORIZED OFFICER)


                                       32




                       STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as..................................'TM'
The registered trademark symbol shall be expressed as........................'R'