<PAGE>



                       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 September 30, 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>                    <C>
              Delaware                                            13-3870996
  (State or Other Jurisdiction of                               (IRS Employer
   Incorporation or Organization)                           Identification Number)


                        450 WEST 33RD STREET, 16TH FLOOR
                            NEW YORK, NEW YORK 10001
                                 (212) 683-0001
        (Address, Including Zip Code and Telephone Number, Including Area
                Code of Registrant's Principal Executive Offices)
</TABLE>

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

Yes [x] No [ ]

         As of November 1, 2001 there were 133,812,056 shares of the
registrant's common stock outstanding, including 207,325 shares exchangeable
into shares of the registrant's common stock, which were issued in connection
with the registrant's acquisition of FloNetwork Inc.




<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 September 30, 2001 and
                December 31, 2000...................................................................  3
              Consolidated Statements of Operations for the three and
                nine months ended September 30, 2001 and 2000.......................................  4
              Consolidated Statements of Cash Flows for the nine
                months ended September 30, 2001 and 2000............................................  5
              Notes to Consolidated Financial Statements............................................  6
Item 2:       Management's Discussion and Analysis of Financial
                Condition and Results of Operations................................................. 18
Item 3:       Quantitative and Qualitative Disclosures
                about Market Risk................................................................... 31

PART II: OTHER INFORMATION

Item 1:       Legal Proceedings..................................................................... 45
Item 5:       Other Information..................................................................... 45
Item 6:       Exhibits and Reports on Form 8-K...................................................... 46
</TABLE>


                                       ii




<PAGE>



Item 1.  Financial Statements

                                DOUBLECLICK INC.
                           CONSOLIDATED BALANCE SHEETS
                 (Unaudited, in thousands except share amounts)


<TABLE>
<CAPTION>
                                                                                      September 30,     December 31,
                                                                                          2001             2000
                                                                                      -------------     ------------
<S>                                                                                   <C>               <C>
                                      ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......................................................      $  185,932        $  193,682
Investments in marketable securities............................................         379,512           422,495
Accounts receivable, net of allowances of $29,143 and $26,715, respectively.....          80,502           120,029
Prepaid expenses and other current assets.......................................          41,295            36,934
                                                                                      ----------        ----------

   Total current assets.........................................................         687,241           773,140

Investments in marketable securities............................................         213,038           257,199
Property and equipment, net.....................................................         166,265           168,192
Goodwill, net...................................................................          63,581            46,256
Intangible assets, net..........................................................          18,518             6,519
Investments in affiliates.......................................................          16,696            37,457
Other assets....................................................................           9,579             9,780
                                                                                      ----------        ----------

   Total assets.................................................................      $1,174,918        $1,298,543
                                                                                      ==========        ==========


                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable................................................................      $   41,265        $   81,038
Accrued expenses and other current liabilities..................................          80,909            96,002
Deferred revenue................................................................          20,057            33,590
                                                                                      ----------        ----------

   Total current liabilities....................................................         142,231           210,630

Long-term obligations and notes.................................................          18,044            15,609
Convertible subordinated notes..................................................         229,700           250,000
Minority interest...............................................................          20,086             5,247

STOCKHOLDERS' EQUITY:

Common stock, par value $0.001; 400,000,000 shares
   authorized, 134,491,569 and 123,728,169 shares
   issued, respectively.........................................................             134               124
Treasury stock, 765,000 and 160,283 shares, respectively........................          (4,464)          (18,419)
Additional paid-in capital......................................................       1,264,412         1,116,172
Deferred compensation...........................................................               -              (236)
Accumulated deficit.............................................................        (484,528)         (265,812)
Other accumulated comprehensive loss............................................         (10,697)          (14,772)
                                                                                      -----------       -----------

   Total stockholders' equity...................................................         764,857           817,057
                                                                                      ----------        ----------

   Total liabilities and stockholders' equity...................................      $1,174,918        $1,298,543
                                                                                      ==========        ==========
</TABLE>


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

                                       3



<PAGE>



                                DOUBLECLICK INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Unaudited, in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                             Three Months Ended September 30,   Nine Months Ended September 30,
                                                             --------------------------------   -------------------------------
                                                                   2001             2000             2001             2000
                                                                ---------         ---------       ---------         ---------
<S>                                                            <C>               <C>            <C>               <C>
Revenue.....................................................    $  92,693         $ 135,169       $ 309,498         $ 373,312
Cost of revenue.............................................       39,888            57,216         136,620           169,232
                                                                ---------         ---------       ---------         ---------

   Gross profit.............................................       52,805            77,953         172,878           204,080

Operating expenses:
   Sales and marketing (inclusive of non-cash compensation of
     $nil, $7,862, $15,233 and $17,616, respectively).......       40,784            60,939         148,170           166,354
   General and administrative (inclusive of non-cash
     compensation of $nil, $63, $259 and $164, respectively)       16,375            20,815          52,790            63,815
Product development.........................................       14,036            12,179          42,472            33,030
Amortization of intangibles.................................       16,449            14,067          42,358            32,605
Goodwill impairment.........................................       63,287                 -          63,287                 -
Purchased in-process research and development...............            -                 -           1,300                 -
Restructuring charge........................................        5,259                 -          35,939                 -
                                                                ---------         ---------       ---------         ---------

     Total operating expenses...............................      156,190           108,000         386,316           295,804

Loss from operations                                             (103,385)          (30,047)       (213,438)          (91,724)

Other income (expense):
   Equity in earnings (losses) of affiliates................         (557)              374          (2,599)           (4,385)
   Gain on equity transactions of affiliates, net...........            -            20,727           1,924            29,676
   Impairment of equity investment..........................      (11,735)                -         (11,735)                -
   Write-down of warrant....................................            -           (18,650)              -           (18,650)
   Interest and other, net..................................        7,012            16,272          18,949            34,885
                                                                ---------         ---------       ---------         ---------

Total other income (expense)................................       (5,280)           18,723           6,539            41,526

Loss before income taxes....................................     (108,665)          (11,324)       (206,899)          (50,198)
Benefit (provision) for income taxes........................        1,483               147            (269)           (1,485)
                                                                ---------         ---------       ----------        ----------

Loss before minority interest...............................     (107,182)          (11,177)       (207,168)          (51,683)

Minority interest...........................................           74               453           1,718               453
                                                                ---------         ---------       ---------         ---------

Net loss before extraordinary item..........................     (107,108)          (10,724)       (205,450)          (51,230)

Extraordinary gain on early extinguishment of debt, net of
   taxes of $2,784..........................................        3,645                 -           3,645                 -

Net loss....................................................    $(103,463)        $ (10,724)      $(201,805)        $ (51,230)
                                                                =========         =========       =========         =========

Basic and diluted net loss per share before extraordinary item  $   (0.80)        $   (0.09)      $   (1.57)        $   (0.43)
                                                                =========         =========       =========         =========

Basic and diluted net loss per share........................    $   (0.77)        $   (0.09)      $   (1.54)        $   (0.43)
                                                                =========         =========       =========         =========

Weighted-average shares used in net loss
   per share-basic and diluted..............................      134,300           122,621         130,869           120,517
                                                                =========         =========       =========         =========
</TABLE>


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


                                       4



<PAGE>



                                DOUBLECLICK INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)


<TABLE>
<CAPTION>
                                                                                                Nine Months Ended
                                                                                                  September 30,
                                                                                                ------------------
                                                                                                2001         2000
                                                                                                ----         ----
<S>                                                                                        <C>              <C>
                  CASH FLOWS FROM OPERATING ACTIVITIES

Net loss.................................................................                   $(201,805)      (51,230)
Adjustments to reconcile net loss to net cash used in operating
  activities:
   Depreciation and leasehold amortization...............................                      39,710        23,020
   Amortization of intangible assets.....................................                      42,745        32,605
   Equity in losses of affiliates........................................                       2,599         4,385
   Gain on equity transactions of affiliates, net........................                      (1,924)      (29,676)
   Impairment of equity investment.......................................                      11,735             -
   Goodwill impairment...................................................                      63,287             -
   Write-down of warrant.................................................                           -        18,650
   Write-down of investment and other non-cash charges...................                       7,265             -
   Write-off of purchased in-process research and development............                       1,300             -
   Income tax benefit from the exercise of stock options.................                         120             -
   Gain on early extinguishment of debt..................................                      (6,429)            -
   Minority interest.....................................................                      (1,718)         (453)
   Non-cash restructuring charge.........................................                      14,004             -
   Non-cash compensation.................................................                      15,492        17,780
   Provision for bad debts and advertiser credits........................                      24,096        37,261

Changes in operating assets and liabilities:
   Accounts receivable...................................................                      22,823       (73,476)
   Prepaid expenses and other assets.....................................                      (4,698)      (22,411)
   Accounts payable......................................................                     (23,789)       36,649
   Accrued expenses and other liabilities................................                      (7,641)       31,151
   Deferred revenue......................................................                     (15,177)        7,365
                                                                                              --------      -------

     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES.................                     (18,005)       31,620

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments in marketable securities........................                    (341,086)     (392,949)
Maturities of investments in marketable securities.......................                     437,009        25,828
Purchases of property, plant and equipment...............................                     (56,986)     (102,704)
Security deposits........................................................                           -        (5,820)
Acquisitions of businesses and intangible assets, net of cash acquired...                     (39,992)      (21,165)
Investments in affiliates and other......................................                        (963)      (12,760)
                                                                                              --------      --------

     NET CASH USED IN INVESTING ACTIVITIES...............................                      (2,018)     (509,570)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock net of issuance costs.........                       2,363       502,918
Proceeds from the exercise of stock options and the issuance of warrants.                       6,201        49,643
Proceeds from the issuance of notes payable..............................                         510             -
Proceeds from the issuance of stock by affiliate.........................                      25,380         5,614
Repurchase of convertible debt...........................................                     (12,958)            -
Purchase of treasury stock...............................................                      (2,976)            -
Payment of notes and capital lease obligations...........................                      (3,184)         (448)
                                                                                              --------      --------

     NET CASH PROVIDED BY FINANCING ACTIVITIES...........................                      15,336       557,727

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS.............                      (3,063)         (177)
                                                                                              --------      --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.....................                      (7,750)       79,600

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.........................                     193,682       119,238
                                                                                            ---------     ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD...............................                     $185,932      $198,838
                                                                                              ========      ========
</TABLE>


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


                                       5





<PAGE>


                                DOUBLECLICK INC.
                 NOTES TO THE 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 products and services that enable publishers, advertisers,
direct marketers and merchants to market to consumers in the digital world.
DoubleClick offers a broad range of media, technology, data and research
products and services to its customers to allow them to address all aspects of
the digital marketing process, from pre-campaign, to execution, measurement and
campaign refinements. Combining media, data and technological expertise,
DoubleClick's products and services help its customers optimize their
advertising and marketing campaigns on the Internet and through other media.

         DoubleClick derives its revenues from three business units: Technology
(or "TechSolutions"), Media and Data based on the types of services 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 effective ad sales 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 clients.
DoubleClick Data also includes Diameter, DoubleClick's research division, an
online research business that offers a complete suite of research tools,
providing 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 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 financial statements to conform to the current period
presentation.

Basic and diluted net loss per 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
reporting period. Diluted net loss per share adjusts this calculation to reflect
the impact of outstanding convertible securities, stock options and other
potentially dilutive financial instruments to the extent that their inclusion
would have a dilutive effect on net loss per share for the reporting period.

         At September 30, 2001 and 2000, outstanding options of approximately
22.4 million and 22.7 million, respectively, to purchase shares of 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,
the computation of diluted net loss per share excludes the effect of 5,568,479
shares issuable upon conversion of $229.7 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 all periods presented.


                                       6








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


Issuance of stock by affiliates

         Changes in DoubleClick's interest in its affiliates arising as the
result of their issuance of common stock are recorded as gains and losses in the
consolidated statements 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 that potentially subject DoubleClick to
concentrations of credit risk consist primarily of cash and cash equivalents,
investments in marketable securities, and accounts receivable.

         Credit is extended to customers based on an 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 July 2001, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No.
141 establishes new standards for accounting and reporting requirements for
business combinations and requires that the purchase method of accounting be
used for all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method is prohibited. SFAS No. 142 establishes new
standards for goodwill acquired in a business combination, eliminates
amortization of goodwill and sets forth methods to periodically evaluate
goodwill for impairment. Intangible assets with a determinable useful life will
continue to be amortized over that life. SFAS 141 and 142 are effective for
business combinations completed after June 30, 2001. DoubleClick will adopt
these statements on January 1, 2002; however, as noted above, certain provisions
of these new standards may also apply to any acquisitions concluded subsequent
to June 30, 2001. Management is in the process of evaluating the
effect that the adoption of the remaining provisions of SFAS No. 142 will have
on DoubleClick's results of operations and financial position.

         In June 1998 the FASB issued SFAS No. 133, "Accounting for Derivative
Financial 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 on the adoption of the statement. DoubleClick
adopted SFAS No. 133 effective January 1, 2001. The adoption of SFAS No. 133 had
no material impact on DoubleClick's financial condition or results of
operations.

NOTE 2 - BUSINESS COMBINATIONS

FloNetwork Inc.

         On April 23, 2001, DoubleClick completed its acquisition of FloNetwork
Inc. ("FloNetwork"), a privately-held provider of email technology services. In
the transaction, which has been accounted for as a purchase, DoubleClick
acquired all of the outstanding shares, option and warrants of FloNetwork in
exchange for $17.1 million in cash, DoubleClick common stock valued at $30.7
million and stock options and warrants to acquire DoubleClick common stock
valued at $3.8 million. The value of the approximately 2,800,000 shares of
DoubleClick common stock issued was determined based on the average market price
of DoubleClick common stock, as quoted on the Nasdaq National Market, for the
day immediately prior to, the day of, and the day immediately after the number
of shares and cash consideration due to FloNetwork shareholders became
irrevocably fixed pursuant to the agreement under which FloNetwork was acquired.
The FloNetwork options and warrants assumed by DoubleClick as the result of this
merger converted into options and warrants to acquire approximately 430,000
shares of DoubleClick common stock


                                       7








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


and have been valued using the Black-Scholes option pricing model with the
following weighted-average assumptions:

<TABLE>
       <S>                                       <C>
         Expected dividend yield                   0.0%
         Risk-free interest rate                   4.5%
         Expected life (in years)                  4.1
         Volatility                                115%
</TABLE>

         The aggregate purchase price of $52.7 million, which includes
approximately $1.1 million of direct acquisition costs, has been allocated to
the assets acquired and the liabilities assumed according to their fair values
at the date of acquisition as follows:

<TABLE>
        <S>                                                 <C>
         Current assets                                         $ 5.4
         Acquired in-process research and development             1.3
         Other intangible assets                                  6.5
         Goodwill                                                45.0
         Other non-current assets                                 3.3
                                                                -----
              Total assets acquired                             $61.5

         Current liabilities                                    $(8.8)
                                                                -----
              Total liabilities assumed                         $(8.8)

         Net assets acquired                                    $52.7
                                                                =====
</TABLE>


         On the basis of fair value appraisals, approximately $4.3 million of
the purchase price has been allocated to acquired technology, $2.2 million to
customer lists and $1.3 million to purchased in-process research and
development. The amounts allocated to customer lists and acquired technology are
being amortized on a straight-line basis over 2 and 3 years, respectively. The
amounts attributed to in-process research and development projects have been
charged to operations as they had not reached technological feasibility as of
the date of acquisition and were determined to have no alternative future uses.
DoubleClick has also recorded approximately $45.0 million in goodwill, which
represents the remainder of the excess of the purchase price over the fair value
of net assets acquired. This goodwill is not tax deductible and is being
amortized on a straight-line basis over three years.

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

@plan.inc

         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, 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 value of the approximately 3,200,000 shares of
common stock issued was determined based on the average market price of
DoubleClick common stock, as quoted on the Nasdaq national market, for the day
immediately prior to and the day of the final determination of the number of
shares and cash consideration due to @plan shareholders became irrevocably fixed
pursuant to the agreement under which @plan was acquired. The @plan options and
warrants assumed by DoubleClick as the result of the merger converted into
options and warrants to acquire approximately 1,200,000 shares of DoubleClick
common stock and have been valued using the Black-Scholes option pricing model
with the following weighted-average assumptions:


                                       8








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


<TABLE>
       <S>                                          <C>
         Expected dividend yield                      0.0%
         Risk-free interest rate                      6.1%
         Expected life (in years)                     4.3
         Volatility                                   107%
</TABLE>

         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 as follows:

<TABLE>
        <S>                                               <C>
         Cash                                                   $ 26.6
         Other current assets                                      3.5
         Goodwill                                                 79.1
         Other non-current assets                                  0.8
                                                                ------
              Total assets acquired                             $110.0

         Current liabilities                                    $ (5.7)
                                                                ------
              Total liabilities assumed                         $ (5.7)

         Net assets acquired                                    $104.3
                                                                ======
</TABLE>

         DoubleClick has recorded approximately $79.1 million in goodwill, which
represents the excess of the purchase price over the fair value of net assets
acquired. This goodwill is not tax-deductible and 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. In the third
quarter of 2001, DoubleClick took an impairment charge related to its investment
in @plan. See Note 6, "Goodwill impairment."

         The following pro forma results of operations have been prepared
assuming that the acquisition of FloNetwork and @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 acquisitions been consummated on the dates indicated and does not
purport to indicate results of operations as of any future date or any future
period.


                                       9








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                         Nine months ended September 30,
                                                         -------------------------------
                                                             2001              2000
                                                             ----              ----
                                                              (in thousands, except
                                                                per share amounts)
<S>                                                       <C>               <C>
         Revenues                                         $ 317,693         $390,555
         Amortization of intangible assets                   50,265           65,116
         Net loss                                         $(213,888)        $(97,604)
         Net loss per basic and diluted share                 (1.61)           (0.77)
</TABLE>

DoubleClick Japan

         In July 2000, DoubleClick contributed its wholly-owned subsidiary ,
NetGravity Japan, to its affiliate DoubleClick Japan in return for an additional
27% ownership interest in DoubleClick Japan. In addition to increasing
DoubleClick's equity interest to approximately 37%, the agreement with
DoubleClick Japan enables it to elect a majority of the seats on DoubleClick
Japan's Board of Directors and exercise a controlling financial interest in its
operations. Accordingly, DoubleClick has consolidated the net assets and results
of operations of DoubleClick Japan as of the date of the transfer. As
DoubleClick Japan's net assets and results and operations had not previously
been consolidated in DoubleClick's financial statements, this simultaneous
transfer and acquisition was treated as a partial sale of DoubleClick's interest
in NetGravity and a step acquisition of an additional equity interest in
DoubleClick Japan. Full reverse acquisition accounting was applied and a $20.7
million gain recognized to the extent that NetGravity Japan was deemed sold to
the minority shareholders of DoubleClick Japan. This gain has been included in
"Gain on equity transactions of affililates, net" in the consolidated statements
of operations. Goodwill of $21.3 million was recorded to reflect the
proportionate step-up in DoubleClick Japan's net assets as the result of the
reverse acquisition.

         Subsequent to the transfer of NetGravity Japan described above,
DoubleClick made an additional investment of $5.4 million in DoubleClick Japan,
which increased its interest to approximately 43%. This transaction has been
accounted for as a step acquisition and DoubleClick has recorded approximately
$0.7 million of goodwill, which represents the excess of its additional
investment over the fair value of the incremental assets acquired.

NOTE 3 - INVESTMENT IN VALUECLICK, INC.

         DoubleClick's investment in ValueClick, Inc. ("ValueClick") is
accounted for under the equity method. DoubleClick records its proportionate
share of ValueClick's net income or loss and the amortization of goodwill
associated with this investment in "Equity in losses of affiliates" in the
consolidated statements of operations. This goodwill is being amortized on a
straight-line basis over three years.

         In the first quarter of 2000, DoubleClick recorded the effects of
ValueClick's initial public offering of 4.0 million shares of common stock at
$19.00 per share. ValueClick's net proceeds, after deducting underwriting
discounts, commissions and direct offering costs, were approximately $68.6
million. As a result of this offering, DoubleClick's ownership interest was
reduced from 33.0% to 28.1% and the value of its proportionate share of
ValueClick's net assets increased. DoubleClick recorded an increase in the value
of its investment in ValueClick of $12.9 million, reduced the carrying amount of
treasury stock to approximately $23.8 million and recognized a gain of
approximately $8.9 million. This gain has been included in "Gain on equity
transactions of affiliates, net" in the consolidated statements of operations.

         In the third quarter of 2000, DoubleClick management determined that
the remaining exercise period of its warrant to purchase approximately 10.8
million additional common shares of ValueClick was not a sufficient period to
allow for the price of ValueClick common stock to move above the warrant's
strike price. The application of an option pricing model confirmed that the
estimated fair value of the ValueClick warrant was negligible. As a result,


                                       10








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


DoubleClick wrote off the entire value of the warrant and recognized an
impairment charge of approximately $18.7 million. This charge has been recorded
in "Write-down of warrant" in the consolidated statements of operations.

         In the third quarter of 2000, DoubleClick recognized its proportionate
share of the gain resulting from the initial public offering of ValueClick
Japan, a consolidated subsidiary of ValueClick. Pursuant to SAB 51, ValueClick
recognized a gain to the extent that a portion of its interest was deemed sold
through the offering at a price higher than its original basis. DoubleClick's
proportionate share of this gain, approximately $3.9 million, has been included
in "Equity in losses of affiliates" in the consolidated statements of
operations.

         In the first quarter of 2001, DoubleClick recorded the effects of
ValueClick's issuance of approximately 5.7 million shares to complete a purchase
acquisition of Bach Systems, Inc. ("Bach Systems") and to consummate a pooling
of interests merger with ClickAgents.com, Inc. ("ClickAgents"). DoubleClick has
treated the ValueClick's pooling with ClickAgents as a book value purchase of
ClickAgents by ValueClick. As a result of these transactions, DoubleClick's
ownership interest was reduced from 28.1% to 23.5% and the value of its
proportionate share of ValueClick's net assets decreased. DoubleClick recorded a
decrease in the value of its investment in ValueClick of $3.8 million, reduced
the carrying value of treasury stock to approximately $15.3 million and
recognized a loss of approximately $3.8 million. This loss has been included in
Gain on equity transactions of affiliates, net" in the consolidated statements
of operations.

         Under the terms of the purchase agreement, ValueClick may issue
additional shares of common stock to the former shareholders of Bach Systems if
certain performance objectives are achieved over the eight quarters following
the closing date. To date, ValueClick has not recorded any additional
consideration related to this contingency.

         In the second quarter of 2001, DoubleClick recorded the effects of
ValueClick's issuance of approximately 2.7 million shares to complete its
pooling of interest merger with Z Media, Inc. As a result of the merger,
DoubleClick's ownership interest in ValueClick was reduced from 23.5% to 21.7%
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 $1.8 million, reduced the carrying amount of
treasury stock to $14.2 million and recognized a loss of approximately $1.5
million. This loss has been included in "Gain on equity transactions of
affiliates, net" in the consolidated statements of operations.

         In the second quarter of 2001, ValueClick sold the remaining 567,860
shares of DoubleClick common stock it owned to third parties. DoubleClick
recorded an increase in the value of its investment in ValueClick of
approximately $1.5 million, which was equal to its proportionate share of the
cash proceeds from the sale. Also as a result of this transaction, DoubleClick
reduced the carrying amount of treasury stock to zero and recognized a charge to
retained earnings of approximately $12.7 million, which represented the
difference between the treasury shares' original basis and the cash proceeds
from the sale.

         In response to the prolonged downturn of the economy in general, and
the continued weakness in aggregate online advertising spending in particular,
DoubleClick management undertook a review of the recoverability of certain of
its investments in the third quarter of 2001. Noting the continued fall in the
price of ValueClick stock, management determined that its investment in
ValueClick was impaired. Consequently, DoubleClick wrote down its investment in
ValueClick and recognized an impairment charge of approximately $11.7 million,
which represented the difference between DoubleClick's carrying value and the
estimated fair value of its investment in ValueClick. The estimated fair value
of DoubleClick's investment in ValueClick was determined based on the closing
market price of ValueClick stock on September 30, 2001.

         DoubleClick has recorded a full valuation allowance against the net
deferred tax asset associated with its investment in ValueClick.

         For the three and nine month periods ended September 30, 2001,
DoubleClick recognized approximately $0.2 million and $0.7 million, respectively
of goodwill amortization associated with its investment in ValueClick. For the
three and nine month periods ended September 30, 2000, such amortization totaled
approximately $2.9 million and $7.0 million, respectively. As the result of the
impairment charge incurred in the third quarter of 2001, all of the


                                       11








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


remaining goodwill associated with DoubleClick's investment in ValueClick has
been written off. Accordingly, DoubleClick will recognize no additional goodwill
amortization expense related to this investment.


NOTE 4 - WRITE-DOWN OF INVESTMENT IN AFFILIATE

         As a result of the significant decline in the market value of
Internet-based companies and the decreasing access of these companies to public
and private financing, management initiated an assessment of the carrying values
of certain of its investments in affiliates in the second quarter of 2001. In
the course of its analysis, DoubleClick determined that the carrying value of
its cost-method investee Return Path was no longer recoverable. As a
consequence, DoubleClick wrote off its entire investment in Return Path and
recognized an impairment charge of $4.5 million in the second quarter of 2001.
This charge has been included in "Interest and other, net" in the consolidated
statements of operations.

NOTE 5 - INITIAL PUBLIC OFFERING OF DOUBLECLICK JAPAN

         On April 25th, 2001, DoubleClick's consolidated subsidiary, DoubleClick
Japan, completed its initial public offering of common stock on the Nasdaq Japan
Market, issuing 23,456 shares at approximately $1,236 per share. DoubleClick
Japan's net proceeds, after deducting underwriting discounts, commissions and
direct offering costs, were approximately $25.4 million. As a result of this
offering, DoubleClick's ownership interest in DoubleClick Japan decreased from
43.2% to 38.2%. DoubleClick recorded a $16.6 million increase in minority
interest, reduced the carrying amount of the goodwill associated with its
acquisition of DoubleClick Japan by $1.6 million and recognized a gain of
approximately $7.2 million, which represented the incremental increase in
consolidated net equity related to its proportionate share of the proceeds from
DoubleClick Japan's stock offering. Pursuant to Accounting Principles Board
Opinion No. 23, no deferred taxes have been recorded related to this gain as it
is considered permanently reinvested in DoubleClick Japan. This gain has been
included in "Gain on equity transactions of affiliates, net" in the consolidated
statements of operations.


NOTE 6 - GOODWILL IMPAIRMENT

         The persistence of unfavorable economic conditions led DoubleClick
management to undertake a review of the recoverability of certain of its
investments in the third quarter of 2001. As a result of significantly
lower-than-expected revenues generated to date and considerably reduced
estimates of future performance, management concluded that its investments in
@plan and Flashbase were impaired. Accordingly, DoubleClick recognized an
approximately $63.3 million impairment charge equal to the difference between
its investments in and the estimated fair value of these entities in the third
quarter of 2001. Of this amount, approximately $53.3 million related to @plan
and $10.0 million related to Flashbase.

         In the second quarter of 2001, management reviewed the recoverability
of its investments in @plan and Flashbase. As @plan had only been acquired in
February of 2001, management believed that it did not, at that time, have enough
operational experience with this investment to determine that it was impaired.

         In connection with the restructuring activities undertaken in the
beginning of 2001, DoubleClick reorganized its sweepstakes offering with the
expectation that Flashbase would, through the improved visibility of its product
line and a streamlined cost structure, continue to represent a viable component
of its business despite lower-than-expected revenues generated to date. As of
the end of the second quarter of 2001, management did not believe, given the
reorganization and Flashbase's budgeted forecasts, that this investment was
impaired. At the end of the third quarter, as this investment's results mirrored
general economic trends and fell well short of projections, the decision was
ultimately made to devote resources away from the sweepstakes offering and
towards more profitable lines of business. It was at this time that management
concluded its investment in Flashbase was impaired.

         The amount of the goodwill impairment was calculated based on
discounted analyses of these entities' expected future cash flows, which were no
longer deemed adequate to support the value of the goodwill associated with
these investments. In both cases, sharply-reduced estimates of anticipated
revenue growth and operating results, triggered primarily by the continued
softness in aggregate on-line advertising spending, generated correspondingly
lowered expectations of future cash flows and formed the basis for the recording
of the charge in the third quarter of 2001.


                                       12








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


These entities' expected future cash flows and terminal values are based on
management's budgeted forecasts and estimates. In its calculation to determine
the impairment charge for its investment in @plan, DoubleClick used a discount
rate of 15% and assumed a remaining useful life of 2.5 years, which represented
the remaining useful life of the goodwill associated with this investment. In
its calculation to determine the impairment charge for Flashbase, DoubleClick
used a discount rate of 15% and a useful life of 1.75 years, which represented
the remaining useful life of the goodwill associated with this investment.

NOTE 7 - NON-CASH COMPENSATION

         Non-cash compensation consists primarily of the additional
consideration payable to certain former shareholders of DoubleClick Scandinavia.
Additional shares of DoubleClick common stock were to be contingently issuable
in March 2002 based upon the continued employment of the former shareholders and
the attainment of specific revenue objectives for the for the year ended
December 31, 2001. In May 2001, DoubleClick agreed to pay the former
shareholders approximately $18.0 million in DoubleClick common stock, which was
equal to the minimum consideration they were entitled to receive under the terms
of the original agreement. As of March 31, 2001, DoubleClick had accrued
approximately $7.5 million in compensation expense related to these payments.
The remaining unexpensed portion of the contingent consideration, approximately
$10.5 million, has been charged to earnings and included in "Sales and
marketing" in the consolidated statements of operations.

NOTE 8 - CONVERTIBLE SUBORDINATED NOTES

         In the third quarter of 2001, DoubleClick repurchased $20.3 million of
its outstanding 4.75% Convertible Subordinated Notes for approximately $13.6
million in cash. DoubleClick wrote off approximately $0.3 million in deferred
issuance costs and recognized an extraordinary gain of approximately $3.6
million, net of taxes of approximately $2.8 million,as the result of the early
retirement of this debt.

NOTE 9 - STOCKHOLDERS' EQUITY

         On September 17, 2001, DoubleClick announced that its Board of
Directors authorized a stock repurchase program that will permit the repurchase
of up to $100 million of outstanding DoubleClick common stock over a one-year
period. In the third quarter of 2001, DoubleClick purchased 765,000 shares of
its common stock at an average price of $5.84 per share.

         Pursuant to 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.

NOTE 10 - RESTRUCTURING AND OTHER CHARGES

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 September 30, 2001, all of the $2.4 million charge had been paid.

2001 Restructuring


                                       13








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


         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 $29.1million charge to operations during the first
quarter of 2001. This charge included approximately $3.7 million for
severance-related payments to terminated employees, approximately $9.3 million
for the accrual of future lease costs (net of estimated sublease income and
deferred rent liabilities previously recorded), approximately $15.2 million
for the write-off of fixed assets situated in office locations that were closed
or consolidated, and approximately $0.9 million in other exit costs. These fixed
asset impairments arose primarily from the write-off of the carrying values of
leasehold improvements in offices that were abandoned as part of the
restructuring activities.

         In connection with the restructuring initiatives begun in March 2001,
DoubleClick recorded additional provisions totaling $1.6 million in the second
quarter of 2001. This charge included estimated costs of approximately $182,000
for severance costs associated with a further work force reduction of 15
employees, approximately $629,000 in additional fixed asset write-offs, and
approximately $440,000 thousand in consulting and professional fees related to
the restructuring activities and approximately $396,000 in personnel-related
costs associated with the decision to move the TechSolutions customer support
department from New York to Colorado.

         As part of its ongoing restructuring activities, DoubleClick recorded
restructuring provisions totaling $5.3million in the third quarter of 2001.
These measures included the involuntary terminations of approximately 170
employees, primarily from DoubleClick's TechSolutions division. This charge
included estimated costs of approximately $3.1 million for severance costs
associated with this additional work force reduction, approximately $1.6 million
in future lease costs, and approximately $0.6 million in other exit costs.

         Of the $35.9 million charge recorded in 2001, approximately $7.8
million and $2.7 million remain accrued in "Accrued expenses and other current
liabilities" and "Long-term obligations and notes", respectively, as of
September 30, 2001. DoubleClick expects to pay the remainder of the
severance-related costs in fiscal 2001.

<TABLE>
<CAPTION>
                                                             Fixed
                                                             asset        Future        Other
                                                            write-         lease        exit
                                               Severance      off          costs        costs        Total
                                              ------------------------------------------------------------
<S>                                         <C>         <C>            <C>          <C>         <C>
2000 restructuring
   Balance at January 1, 2001                 $ 1,172     $  --          $  --        $  --       $  1,172
   Cash expenditures                           (1,172)       --             --           --         (1,172)
   Non-cash charges                              --          --             --           --           --
                                              -------     --------       -------      -------     --------
   Balance at June 30, 2001                   $  --       $  --          $  --        $  --       $   --
                                              =======     ========       =======      =======     ========

2001 restructuring
   Restructuring charge                       $ 6,920     $ 15,798       $10,864      $ 2,357     $ 35,939

   Cash expenditures                           (6,272)       --           (3,960)      (1,196)     (11,428)
   Reversal of deferred rent liability           --          --            2,409         --          2,409
   Non-cash charges                              --        (15,798)         --           (615)     (16,413)
                                              -------     --------       -------      -------     --------
   Balance at September 30, 2001              $   648     $  --          $ 9,313      $   546     $ 10,507
                                              =======     ========       =======      =======     ========
</TABLE>


                                       14








<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


NOTE 11 - INTEREST AND OTHER, NET

         The following summarizes the components of interest and other, net

<TABLE>
<CAPTION>
                                                         Three months ended             Nine months ended
                                                           September 30,                  September 30,
                                                       ---------------------          --------------------
                                                        2001         2000               2001         2000
                                                        ----         ----               ----         ----
<S>                                                  <C>          <C>                 <C>          <C>
Interest income                                        $10,167      $14,472           $34,684      $40,369
Interest expense                                        (3,225)      (3,027)           (9,690)      (8,999)
Return Path write-down                                    --           --              (4,500)        --
AltaVista contract termination fees                       --          5,000              --          5,000
Other                                                       70         (173)           (1,545)      (1,485)
                                                       -------      -------           -------      -------
                                                       $ 7,012      $16,272           $18,949      $34,885
                                                       =======      =======           =======      =======
</TABLE>

NOTE 12 - SEGMENT REPORTING

         DoubleClick is organized into three segments: Technology, Media and
Data. Revenues and gross profit by segment are as follows:


<TABLE>
<CAPTION>
                      Three months ended September 30, 2001      Three months ended September 30, 2000
                   Technology    Media     Data       Total      Technology    Media      Data    Total
                   ----------    -----     ----       -----      ----------    -----      ----    -----
<S>                 <C>        <C>        <C>        <C>          <C>        <C>        <C>      <C>
Revenue             $48,533    $22,249    $24,130    $94,912      $53,493    $64,264    $24,020  $141,777
Intersegment
  elimination        (1,858)      --         (361)    (2,219)      (6,541)      --          (67)   (6,608)
                    -------    -------    -------    -------      -------    -------    -------  --------
Revenue from
  external
  customers         $46,675    $22,249    $23,769    $92,693      $46,952    $64,264    $23,953  $135,169
                    =======    =======    =======    =======      =======    =======    =======  ========
Segment gross
  profit            $29,309   $  6,289    $17,334    $52,932      $38,798    $21,089    $18,066  $ 77,953
                    =======    =======    =======    =======      =======    =======    =======  ========
Research
  consulting fees                                       (127)                                        --
                                                     -------                                     --------
Consolidated
  gross profit                                       $52,805                                     $ 77,953
                                                     =======                                     ========
</TABLE>

                                       15






<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


<TABLE>
<CAPTION>
                     Nine months ended September 30, 2001         Nine months ended September 30, 2000
                   Technology    Media     Data       Total      Technology    Media      Data    Total
                   ----------    -----     ----       -----      ----------    -----      ----    -----
<S>                 <C>        <C>        <C>        <C>          <C>        <C>        <C>      <C>
Revenue            $155,249   $102,142    $61,683   $319,074     $141,921   $193,443    $54,538  $389,902
Intersegment
  elimination        (8,997)     --          (579)    (9,576)     (16,523)     --           (67)  (16,590)
                   --------   --------    -------   --------     --------   --------    -------  --------
Revenue from
  external
  customers        $146,252   $102,142    $61,104   $309,498     $125,398   $193,443    $54,471  $373,312
                   ========   ========    =======   ========     ========   ========    =======  ========
Segment gross
  profit           $ 99,199  $  32,956    $40,880   $173,035     $100,886   $ 65,260    $37,934  $204,080
                   ========   ========    =======   ========     ========   ========    =======  ========
Research
  consulting fees                                       (157)                                       --
                                                    --------                                     --------
Consolidated
  gross profit                                      $172,878                                     $204,080
                                                    ========                                     ========
</TABLE>


         The accounting policies of DoubleClick's segments are the same as those
described in the summary of significant accounting policies. Intersegment
revenues, which relate primarily to DART and Data transfer fees and the research
consulting fees charged by Diameter, are valued at approximately the same rates
charged to external customers. DART and Data transfer fees are recognized as
revenue by TechSolutions and Data, respectively, and as costs of revenue by
DoubleClick's other business units in the computation of segment gross profit.
Correspondingly, these transfer fees have no net impact on the determination of
consolidated gross profit. The revenues generated from intersegment research
consulting services are included as a component of Data's gross profit and are
classified as operating expenses of DoubleClick's other business units. All such
intersegment amounts are eliminated in the consolidated statements of
operations.

NOTE 13 - COMPREHENSIVE LOSS

         Comprehensive loss consists of net loss, unrealized gains and losses on
marketable securities and foreign currency translation adjustments.
Comprehensive loss was $98.8 million and $8.0 million for the three months ended
September 30, 2001 and 2000, respectively. For the nine months ended September
30, 2001 and 2000, comprehensive loss was $197.7 million and $49.3 million,
respectively.

NOTE 14 - 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 customers' personal
information. DoubleClick vigorously contests these allegations. On March 28,
2001, all federal data collection cases against DoubleClick were dismissed by
Judge Buchwald in the Southern District of New York. The plantiffs have noticed
their appeals to the Second Circuit Court of Appeals. Several proceedings remain
pending in state court.

In addition, beginning in May 2001, a number of substantially identical class
action complaints alleging violations of federal securities laws in connection
with DoubleClick's initial public offering were filed in the United States
District Court for the Southern District of New York naming as defendents
DoubleClick, certain of its officers and directors and certain underwriters of
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 September 30, 2001, no provision has been made for any damages that may
result upon the resolution of these uncertainties as the loss or range of loss
cannot be reasonably estimated.

NOTE 15 - RECENT DEVELOPMENTS

         On June 1, 2001, DoubleClick announced the signing of an agreement,
which was amended and restated on October 10, 2001, to acquire MessageMedia,
Inc., a provider of permission-based, email marketing and messaging solutions.
In the transaction, which will be accounted for as a purchase, DoubleClick will
acquire all the outstanding shares, options and warrants of MessageMedia in
exchange for 1,000,000 shares of DoubleClick common stock. All outstanding
options and warrants to acquire shares of MessageMedia common stock will be
assumed by


                                       16







<PAGE>


                                DOUBLECLICK INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)


DoubleClick and converted into options and warrants to acquire DoubleClick
common stock. In addition, DoubleClick has agreed to provide $1.5 million in
bridge financing to satisfy MessageMedia's ongoing operating requirements. This
transaction is subject to customary closing conditions, including MessageMedia
shareholder approval. DoubleClick anticipates that this merger will be
consummated prior to January 9, 2002.

         On November 13, 2001, DoubleClick announced that it had entered into an
agreement to sell its European media business to AdLINK Internet Media AG
("AdLINK"). Under the terms of the pending transaction, AdLINK would acquire the
Company's European media business for a value of $27.6 million in cash plus
the assumption of certain liabilities associated with the Company's European
media business. In addition, DoubleClick will receive reimbursement from AdLINK
for certain restructuring costs to be incurred. The Company also entered into
an option agreement with United Internet AG ("United Internet"), AdLINK's
largest shareholder, under which United Internet would have the option to sell
15% of AdLINK's shares to the Company in exchange for $32.1 million. When this
option is exercised, the Company will then have an option, exercisable under
certain conditions, to acquire an additional 21% of AdLINK's shares from United
Internet at no additional cost. In addition, DoubleClick will be represented on
the AdLINK Board at the close of this transaction. The transaction is subject to
approval of AdLINK shareholders and is expected to close in the first quarter of
2002.


                                       17





<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 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 products and services that enable publishers,
advertisers, direct markets and merchants to market to consumers in the digital
world. We offer a broad range of media, technology, data and research products
and services to our customers to allow them to address all facets of the digital
marketing process, from pre-campaign, to execution, measurement and campaign
refinements. Combining media, data and technological expertise, our products and
services help our customers optimize their advertising and marketing campaigns
on the Internet and through other media. Our service and product offerings are
grouped into three segments:

o  DoubleClick Technology Solutions ("Technology" or "TechSolutions");

o  DoubleClick Media  ("Media"); and

o  DoubleClick Data ("Data");

RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No.
141 establishes new standards for accounting and reporting requirements for
business combinations and requires that the purchase method of accounting be
used for all business combinations initiated after June 30, 2001. Use of the
pooling of interests method is prohibited. SFAS No. 142 establishes new
standards for goodwill acquired in a business combination, eliminates the
amortization of goodwill and sets forth methods to periodically evaluate
goodwill for impairment. Intangible assets with a determinable useful life will
continue to be amortized over that life. SFAS No. 141 and SFAS No. 142 are
effective for business combinations completed after June 30, 2001. DoubleClick
will adopt these statements on January 1, 2002; however, as noted above, certain
provisions of these new standards may also apply to any acquisitions concluded
subsequent to June 30, 2001. Management is in the process of evaluating the
effect that the adoption of the provisions of SFAS No. 142 will have on
DoubleClick's results of operations and financial position.

BUSINESS COMBINATIONS

     On April 23, 2001, DoubleClick competed its acquisition of FloNetwork Inc.
("FloNetwork"), a privately-held provider of email technology services. In the
transaction, which has been accounted for as a purchase, DoubleClick acquired
all of the outstanding shares, option and warrants of FloNetwork in exchange for
$17.1 million in cash, approximately 2,800,000 shares of DoubleClick common
stock valued at $30.7 million and stock options and warrants to acquire
DoubleClick common stock valued at $3.8 million. The aggregate purchase price of
$52.7 million, which includes approximately $1.1 million of direct acquisition
costs, has been allocated to the assets


                                       18





<PAGE>

acquired and the liabilities assumed according to their fair values at the date
of acquisition. On the basis of fair value appraisals, approximately $4.3
million of the purchase price has been allocated to acquired technology, $2.2
million to customer lists and $1.3 million to purchased in-process research and
development. The amounts allocated to customer lists and acquired technology are
being amortized on a straight-line basis over 2 and 3 years, respectively. The
amounts attributed to in-process research and development projects have been
charged to operations as they had not reached technological feasibility as of
the date of acquisition and were determined to have no alternative future uses.
DoubleClick has also recorded approximately $45.0 million in goodwill, which
represents the remainder of 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. In accordance with SFAS No. 142, DoubleClick will cease
to amortize this goodwill when the statement is applied in its entirety in 2002.

     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 $79.1 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. In accordance with SFAS No. 142, DoubleClick will cease to amortize
this goodwill when the statement is applied in its entirety in 2002.

     On June 1, 2001, DoubleClick announced the signing of an agreement, which
was amended and restated on October 10, 2001, to acquire MessageMedia, Inc., a
provider of permission-based, email marketing and messaging solutions. In the
transaction, which will be accounted for as a purchase, DoubleClick will acquire
all the outstanding shares, options and warrants of MessageMedia in exchange for
approximately 1,000,000 shares of DoubleClick common stock. All outstanding
options and warrants to acquire shares of MessageMedia common stock will be
assumed by DoubleClick and converted into options and warrants to acquire
DoubleClick common stock. In addition, DoubleClick agreed to provide $1.5
million in bridge financing to satisfy MessageMedia's ongoing operating
requirements. This transaction is subject to customary closing conditions,
including MessageMedia stockholder approval. DoubleClick anticipates that this
merger will be consummated prior to January 9, 2002.

     On November 13, 2001, DoubleClick announced that it had entered into an
agreement to sell its European media business to AdLINK Internet Media AG
("AdLINK"). Under the terms of the pending transaction, AdLINK would acquire the
Company's European media business for a value of $27.6 million in cash plus
the assumption of certain liabilities associated with the Company's European
media business. In addition, DoubleClick will receive reimbursement from AdLINK
for certain restructuring costs to be incurred. The Company also entered into
an option agreement with United Internet AG ("United Internet"), AdLINK's
largest shareholder, under which United Internet would have the option to sell
15% of AdLINK's shares to the Company in exchange for $32.1 million. When this
option is exercised, the Company will then have an option, exercisable under
certain conditions, to acquire an additional 21% of AdLINK's shares from United
Internet at no additional cost. In addition, DoubleClick will be represented on
the AdLINK Board at the close of this transaction. The transaction is subject to
approval of AdLINK shareholders and is expected to close in the first quarter
of 2002.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                      Three months ended September 30, 2001         Three months ended September 30, 2000
                   Technology    Media     Data       Total      Technology    Media      Data       Total
                   ----------    -----     ----       -----      ----------    -----      ----       -----
<S>                 <C>        <C>        <C>        <C>          <C>        <C>        <C>      <C>
Revenue             $48,533    $22,249    $24,130    $94,912      $53,493    $64,264    $24,020  $141,777
Intersegment
  elimination        (1,858)         -       (361)    (2,219)      (6,541)         -        (67)   (6,608)
                    -------    -------    -------    -------      -------    -------    -------  --------

Revenue from
  external
  customers         $46,675    $22,249    $23,769    $92,693      $46,952    $64,264    $23,953  $135,169
                    =======    =======    =======    =======      =======    =======    =======  ========
</TABLE>


                                       19





<PAGE>


<TABLE>
<S>                 <C>        <C>        <C>        <C>          <C>        <C>        <C>      <C>
Segment gross
  profit            $29,309   $  6,289    $17,334    $52,932      $38,798    $21,089    $18,066   $77,953
                    =======    =======    =======    =======      =======    =======    =======  ========

Research con-
  sulting fees                                          (127)                                           -
                                                     -------                                     --------

Consolidated
  gross profit                                       $52,805                                      $77,953
                                                     =======                                     ========
</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 decreased 9.3% to $48.5 million for the
three months ended September 30, 2001 from $53.5 million for the three months
ended September 30, 2000. DoubleClick TechSolutions gross margin was 60.4% for
the three months ended September 30, 2001 and 72.5% for the three months ended
September 30, 2000. The decrease in TechSolutions revenue was primarily
attributable to general economic concerns and continuing weakness of aggregate
on-line advertising spending that affected DoubleClick Media results. These
trends exerted increasing downward pressure on TechSolutions ad delivery
revenues, which was partially offset by volume increases associated with its
email delivery systems. The decrease in DoubleClick Media revenue reflected in
large part the decline in overall online advertising spending. In response to
the continued deterioration of general economic conditions, many companies,
particularly Internet-related companies, have significantly scaled back their
advertising and marketing budgets, which has had a correspondingly negative
impact on aggregate online advertising spending. While it is impossible to
determine the duration or severity of this downturn, we do not expect
substantive growth in DoubleClick Media revenue to occur until economic concerns
subside and the Internet advertising industry achieves a more meaningful balance
between supply and demand for advertising inventory. To the extent that the
TechSolutions and Media divisions are interrelated, we expect those factors to
have a similar, but less severe, impact on TechSolutions revenue for at least
the remainder of 2001. The decline in gross margin resulted primarily from
higher fixed costs associated with ad and email delivery hardware 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 65.5% to $22.2 million for the
three months ended September 30, 2001 from $64.3 million for the three months
ended September 30, 2000. DoubleClick Media gross margin was 28.2% for the three
months ended September 30, 2001 and 32.8% for the three months ended September
30, 2000. The decrease in DoubleClick Media revenue reflected in large part the
decline in overall online advertising spending. In response to the continued
deterioration of general economic conditions, many companies, particularly
Internet-related companies, have significantly scaled back their advertising and
marketing budgets, which has had a correspondingly negative impact on aggregate
online advertising spending. While it is impossible to determine the duration or
severity of this downturn, we do not expect substantive growth in DoubleClick
Media revenue to occur until economic concerns subside and the Internet
advertising industry achieves a more meaningful balance between supply and
demand for advertising inventory. DoubleClick Media revenue also decreased due
to a reduction in the number of advertising impressions delivered to users of
the AltaVista Web site. Gross margin decreased due to increased levels of price
competition and increases in the amount of unsold inventory, which diluted the
effective price of delivered advertising impressions. This decrease was
partially offset by lower average site fees remitted to publishers and a
reduction in the cost of technology support provided by DoubleClick
TechSolutions.


                                       20





<PAGE>


     DoubleClick Media revenue derived from advertising impressions delivered to
users of the AltaVista Web site was $0.1 million, or 0.5% of DoubleClick Media
revenue for the three months ended September 30, 2001, compared to $7.6 million,
or 11.8% of revenue for the three months ended September 30, 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.

     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. As a result of the New Agreement, DoubleClick Media
expects that its revenues and related cash flows derived from advertising
impressions delivered to users of the AltaVista Web site will continue to
decline as the agreement's provisions are implemented.

     On November 13, 2001, DoubleClick entered into an agreement to sell its
European media business to AdLINK Internet Media AG. DoubleClick estimates that,
excluding its European media business media revenues would have been
approximately $17 million and $54 million for the three months ended
September 30, 2001 and 2000, respectively. On a similar basis, DoubleClick's
gross profit would have been approximately $5 million and $17 million for the
three months ended September 30, 2001 and 2000, respectively. DoubleClick
anticipates decreases in the absolute dollar amounts of both revenues and
gross profits subsequent to the consummation of this transaction in the first
quarter of 2002.

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
primarily from the sale of annual subscriptions to its market research systems
and market research consulting. 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 was essentially unchanged at $24.1 million for the
three months ended September 30, 2001 compared with $24.0 million for the three
months ended September 30, 2000. Gross margin declined from 75.2% for the three
months ended September 30, 2000 to 71.8% for the three months ended September
30, 2001. These results reflected a slight decrease in revenues generated by our
Abacus division, which was more than offset by the impact of the acquisition of
@plan. The decline in gross margin was due primarily to higher fixed costs
associated with DoubleClick Data's data collection as well as the amortization
of acquired email lists. As Abacus' results generally mirror that of the direct
marketing industry in general, the continued deterioration of general economic
conditions could cause a decrease in overall consumer spending and have a
correspondingly negative impact on DoubleClick Data results.

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 $40.8 million, or 44.0% of
revenue for the three months ended September 30, 2001 and $60.9 million, or
45.1% of revenue for the three months ended September 30, 2000. The decrease in
sales and marketing expense was primarily attributable to reductions in
personnel-related costs and marketing expenditures, coupled with the elimination
of the non-cash compensation expense due to the former shareholders of
DoubleClick Scandinavia as the result of the accelerated payment of their
remaining contingent consideration in the second quarter of 2001. We expect
sales and marketing expenses to continue to decrease in absolute dollars as the
result of this reduction in non-cash compensation expense and the realization of
increased


                                       21





<PAGE>


operational efficiencies from the ongoing headcount rationalizations undertaken
as part of our restructuring activities in 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 $16.4 million, or 17.7% of revenue for the
three months ended September 30, 2001, and $20.8, or 15.4% of revenue for the
three months ended September 30, 2000. The decrease in the absolute dollar
amount of general and administrative expense was primarily the result of overall
reductions in professional services fees, personnel-related costs and recruiting
expenses. Decreased professional services fees resulted in part from a reduction
in consulting fees associated with system conversion and integration. We expect
general and administrative fees to continue to decline in absolute dollars due
to restructuring-related cost savings 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 $14.0 million, or
15.1% of revenue for the three months ended September 30, 2001 and $12.2
million, or 9.0% of revenue for the three months ended September 30, 2000. The
increase in product development expenses were primarily the result of
growth-related increases in compensation and related benefits
for product development personnel, which were partially offset by reductions in
professional fees and recruiting costs. Although we will continue to concentrate
on the efficient allocation of our personnel resources and reduce our reliance
on external consultants, we believe that on-going investment in product
development is critical to the attainment of our strategic objectives and, as a
result, expect product development expenses to remain relatively constant in
absolute dollars.

Amortization of intangible assets

     Amortization of intangible assets consists primarily of goodwill
amortization. Amortization expense was $16.4 million for the three months ended
September 30, 2001 and $14.1 million for the three months ended September 30,
2000. The increase was primarily the result of the amortization of goodwill
associated with our acquisitions of @plan, DoubleClick Japan and FloNetwork,
partially offset by reductions in amortization expense related to DoubleClick
Scandinavia and DoubleClick Iberoamerica as the result of their impairment
write-downs in the fourth quarter of 2000.

Goodwill impairment

     As noted above, the persistence of unfavorable economic conditions led
DoubleClick management to undertake a review of the recoverability of certain of
its investments in the third quarter of 2001. As a result of significantly
lower-than-expected revenues generated to date and considerably reduced
estimates of future performance, management concluded that that its investments
in @plan and Flashbase were impaired. Accordingly, DoubleClick recognized an
approximately $63.3 million impairment charge equal to the difference between
its investments in and the estimated fair value of these entities in the third
quarter of 2001. Of this amount, approximately $53.3 million related to @plan
and $10.0 million related to Flashbase.

     In the second quarter of 2001, management reviewed the recoverability of
its investments in @plan and Flashbase. As @plan had only been acquired in
February of 2001, management believed that it did not, at that time, have enough
operational experience with this investment to determine that it was impaired.

     In connection with the restructuring activities undertaken in the beginning
of 2001, DoubleClick reorganized its sweepstakes offering with the expectation
that Flashbase would, through the improved visibility of its product line and a
streamlined cost structure, continue to represent a viable component of its
business despite lower-than-expected revenues generated to date. As of the end
of the second quarter of 2001, management did not believe, given the
reorganization and Flashbase's budgeted forecasts, that this investment was
impaired. At the end of the


                                       22





<PAGE>


third quarter, as this investment's results mirrored general economic trends
and fell well short of projections, the decision was ultimately made to devote
resources away from the sweepstakes offering and towards more profitable lines
of business. It was at this time that management concluded its investment in
Flashbase was impaired.

     The amount of the goodwill impairment was calculated based on discounted
analyses of these entities' expected future cash flows, which were no longer
deemed adequate to support the value of the goodwill associated with these
investments. In both cases, sharply-reduced estimates of anticipated revenue
growth and operating results, triggered primarily by the continued softness in
aggregate on-line advertising spending, generated correspondingly lowered
expectations of future cash flows and formed the basis for the recording of the
charge in the third quarter of 2001. These entities' expected future cash flows
and terminal values are based on management's budgeted forecasts and estimates.
To the extent that these entities' results fall short of DoubleClick's revised
projections, additional impairment charges could be incurred.

     DoubleClick incurred no impairment charges for the three months ended
September 30, 2000.

     DoubleClick continues to evaluate its acquired intangible assets for
evidence of impairment. If economic conditions continue to deteriorate and/or
our investments do not perform in line with expectations, additional impairment
charges related to our acquired intangible assets could be recorded in future
periods.

Restructuring and other charges

     As part of its ongoing restructuring activities, DoubleClick recorded
additional provisions totaling approximately $5.3 million in the third quarter
of 2001. These measures included the involuntary terminations of approximately
170 employees, primarily from our TechSolutions division. This charge included
estimated costs of approximately $3.1 million for severance costs associated
with this additional work force reduction, approximately $1.6 million in future
lease costs, and approximately $0.6 million in other exit costs.

     DoubleClick expects to achieve annualized savings of approximately $27
million in personnel- and facility-related expenses as result of the
restructuring initiatives undertaken in 2001. A majority of these reductions
will be realized in cash savings and are expected to primarily impact sales and
marketing and general and administrative expenses. DoubleClick began to
recognize the full effect of these cost saving in the second quarter of 2001. Of
the remaining $10.5million in cash outlays related to the 2001 restructuring
activities, we expect to pay approximately $3.2 million in the remainder of
2001, approximately $4.9 million in 2002 and approximately $2.4 million in 2003
and the years thereafter. We anticipate that these outlays will be funded from
available sources of liquidity. However, there can be no assurance that such
cost reductions can be sustained or that the estimated costs of such actions
will not change.

     We incurred no restructuring charges for the three months ended September
30, 2000.

     We are continuing to review our operational performance and anticipate
incurring additional restructuring charges in the fourth quarter of 2001,
principally related to further headcount reductions.

Loss from operations

     Our operating loss was $103.4 million for the three months ended September
30, 2001 and $30.0 million for the three months ended September 30, 2000. The
increase in operating loss was primarily attributable to the decrease in
revenues, the occurrence of certain non-recurring charges, including goodwill
impairment and restructuring charges, and the increase in the amortization of
intangible assets discussed above. We plan to continue to grow and expand
portions of our business and therefore anticipate that we may incur future
losses from operations. We continue to focus on productivity and will manage our
headcount accordingly as our business conditions require.

Equity in (losses) earnings of affiliates

     Equity in losses of affiliates was $0.6 million for the three months ended
September 30, 2001. Equity in earnings of affiliates was $0.4 million for the
three months ended September 30, 2000. The equity in earnings for the three
months ended September 30, 2000 was primarily related to DoubleClick's
proportionate share of the gain recognized by ValueClick following the initial
public offering of its consolidated subsidiary, ValueClick Japan. Following our
impairment write-down of the goodwill related to our investment in ValueClick in
the fourth quarter of 2000, amortization expense associated with this investment
decreased from $2.9 million for the three months ended September 30, 2000 to
$0.2 million for the three months ended September 30, 2001.


                                       23





<PAGE>


Gain on the equity transactions of affiliates, net

     In the third quarter of 2000, DoubleClick contributed its wholly-owned
subsidiary, NetGravity Japan, to its affiliate DoubleClick Japan in return for
an additional 27% ownership interest in DoubleClick Japan. This simultaneous
transfer and acquisition was treated as a partial sale of DoubleClick's interest
in NetGravity and a step acquisition of an additional equity interest in
DoubleClick Japan. Full reverse acquisition accounting was applied and a $20.7
million gain recognized to the extent that NetGravity Japan was deemed sold to
the minority shareholders of DoubleClick Japan.

     There was no such activity for the three months ended September 30, 2000.

     We expect to recognize additional losses associated with the dilution of
our ownership interest in ValueClick as the result of this company's merger with
Mediaplex in October 2001. Although we cannot assess their likelihood, we would
also expect to recognize losses related to our investment in ValueClick to the
extent that the former shareholders of Bach Systems, Inc., a company ValueClick
acquired in the first quarter of 2001, achieve defined performance objectives
and are entitled to receive additional shares of common stock pursuant to the
terms of the purchase agreement between the two companies.

Impairment of equity investment

     In response to the prolonged downturn of the economy in general, and the
continued weakness in aggregate online advertising spending in particular,
DoubleClick management undertook a review of the recoverability of certain of
its investments in the third quarter of 2001. Noting the continued fall in the
price of ValueClick stock, management determined that its investment in
ValueClick was impaired. Consequently, DoubleClick wrote down its investment in
ValueClick and recognized an impairment charge of approximately $11.7 million,
which represented the difference between DoubleClick's carrying value and the
estimated fair value of its investment in ValueClick.

     There were no such charges incurred for the three months ended September
30, 2000.

Write-down of warrant

     In the third quarter of 2000, DoubleClick management determined that the
remaining exercise period of its warrant to purchase approximately 10.8 million
additional common shares of ValueClick was not a sufficient period to allow for
the price of ValueClick common stock to move above the warrant's strike price.
The application of an option pricing model confirmed that the estimated fair
value of the ValueClick warrant was negligible. As a result, DoubleClick wrote
off the entire value of the warrant and recognized an impairment charge of
approximately $18.7 million.

     There were no such charges incurred for the three months ended September
30, 2001.

Interest and other, net

     Interest and other, net was $7.0 million for the three months ended
September 30, 2001 and $16.3 million for the three months ended September 30,
2000. Interest and other, net included $10.2 million of interest income for the
three months ended September 30, 2001, partially offset by $3.2 million in
interest expense. For the three months ended September 30, 2000, Interest and
other, net included $14.5 million in interest income and income of approximately
$5.0 million related to contract termination fees associated with the
restructuring of our Advertising Services Agreement with AltaVista in fiscal
2000. These amounts were partially offset by interest expense of $3.0 million.
The decrease in interest income was primarily attributable to decreases in the
average quarterly balances of our investments in marketable securities and
decreases in average investment yields due to declines in interest rates.
Interest and other, net in future periods may fluctuate in correlation with the
average cash, investment and debt balances we maintain and as a result of
changes in the market rate of our investments.

Income taxes

     The benefit for income taxes for the three month period ended September 30,
2001 relates principally to the recognition of current year tax losses
offsetting the tax provision recorded with regard to the early extinguishment of
debt. This benefit is net of taxes recorded on foreign operations and state and
local taxes. The net benefit for income taxes does not reflect the recognition
of other historical tax losses due to limitations and uncertainty surrounding
our prospective realization of the benefit. The provision for income taxes for
the three month period ended September 30, 2000 relates primarily to taxes on
the earnings of certain of our foreign subsidiaries offset by a change in
estimated tax refunds receivable.


                                       24





<PAGE>


Extraordinary gain on the extinguishment of debt

   In the third quarter of 2001, DoubleClick repurchased $20.3 million of its
outstanding 4.75% Convertible Subordinated Notes for approximately $13.6 million
in cash. DoubleClick wrote off approximately $0.3 million in deferred issuance
costs and recognized an extraordinary gain of approximately $3.6 million, net of
taxes of approximately $2.8 million, as the result of the early retirement of
this debt.

     There were no such extraordinary items for the three months ended September
30, 2000.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 2000

<TABLE>
<CAPTION>
                      Nine months ended September 30, 2001          Nine months ended September 30, 2000
                   Technology    Media     Data       Total      Technology    Media      Data       Total
                   ----------    -----     ----       -----      ----------    -----      ----       ----
<S>                <C>        <C>         <C>       <C>          <C>        <C>         <C>      <C>
Revenue            $155,249   $102,142    $61,683   $319,074     $141,921   $193,443    $54,538  $389,902
Intersegment
  elimination        (8,997)         -       (579)    (9,576)     (16,523)         -        (67)  (16,590)
                  ---------  ---------    -------   --------     --------   --------    -------  --------

Revenue from
  external
  customers        $146,252  $102,142     $61,104   $309,498     $125,398   $193,443    $54,471  $373,312
                  =========  =========    =======   ========     ========   ========    =======  ========

Segment gross
  profit          $  99,199  $  32,956    $40,880   $173,035     $100,886   $ 65,260    $37,934  $204,080
                  =========  =========    =======   ========     ========   ========    =======  ========

Research con-
  sulting fees                                          (157)                                           -
                                                    --------                                     --------

Consolidated
  gross profit                                      $172,878                                     $204,080
                                                    ========                                     ========
</TABLE>


DoubleClick TechSolutions

     DoubleClick TechSolutions revenue increased 9.4% to $155.2 million for the
nine months ended September 30, 2001 from $141.9 million for the nine months
ended September 30, 2000. DoubleClick TechSolutions gross margin was 63.9% for
the nine months ended September 30, 2001 and 71.2% for the nine months ended
September 30, 2000. The increase in TechSolutions revenue was primarily
attributable to an increased volume of impressions delivered to existing clients
coupled with volume increases associated with its email delivery services.
However, the general economic concerns and the continuing weakness of aggregate
on-line advertising spending that affected DoubleClick Media results exerted
increasing downward pressure on TechSolutions ad delivery revenues. The decrease
in DoubleClick Media revenue reflected in large part the decline in overall
online advertising spending. In response to the continued deterioration of
general economic conditions, many companies, particularly Internet-


                                       25





<PAGE>


related companies, have significantly scaled back their advertising and
marketing budgets, which has had a correspondingly negative impact on aggregate
online advertising spending. While it is impossible to determine the duration or
severity of this downturn, we do not expect substantive growth in DoubleClick
Media revenue to occur until economic concerns subside and the Internet
advertising industry achieves a more meaningful balance between supply and
demand for advertising inventory. To the extent that the TechSolutions and Media
divisions are interrelated, we expect those factors to have a similar, but less
severe, impact on TechSolutions revenue for at least the remainder of 2001. The
decline in gross margin resulted primarily from higher fixed costs associated
with ad and email delivery hardware and a decrease in the fee charged to
DoubleClick Media for the provision of technology support.

DoubleClick Media

     Revenue for DoubleClick Media decreased 47.2% to $102.1 million for the
nine months ended September 30, 2001 from $193.4 million for the nine months
ended September 30, 2000. DoubleClick Media gross margin was 32.3% for the nine
months ended September 30, 2001 and 33.7% for the nine months ended September
30, 2000. The decrease in DoubleClick Media revenue reflected in large part the
decline in overall online advertising spending. In response to the continued
deterioration of general economic conditions, many companies, particularly
Internet-related companies, have significantly scaled back their advertising and
marketing budgets, which has had a correspondingly negative impact on aggregate
online advertising spending. While it is impossible to determine the duration or
severity of this downturn, we do not expect substantive growth in DoubleClick
Media revenue to occur until economic concerns subside and the Internet
advertising industry achieves a more meaningful balance between supply and
demand for advertising inventory. DoubleClick Media revenue also decreased due
to a reduction in the number of advertising impressions delivered to users of
the AltaVista Web site. Gross margin decreased due to increased levels of price
competition and increases in the amount of unsold inventory, which diluted the
effective price of delivered advertising impressions. This decrease was
partially offset by lower average site fees remitted to publishers and a
reduction in the cost of technology support provided by DoubleClick
TechSolutions.

     DoubleClick Media revenue derived from advertising impressions delivered to
users of the AltaVista Web site was $8.0 million, or 7.8% of DoubleClick Media
revenue for the nine months ended September 30, 2001, compared to $23.2 million,
or 12.0% of revenue for the six months ended September 30, 2000.

     On November 13, 2001, DoubleClick entered into an agreement to sell its
European media business to AdLINK Internet Media AG. Excluding its European
media business media revenues would have been approximately $80 million and $156
million for the nine months ended September 30, 2001 and 2000, respectively.
On a similar basis, DoubleClick's gross profit would have been approximately
$24 million and $52 million for the nine months ended September 30, 2001 and
2000, respectively. DoubleClick anticipates decreases in the absolute dollar
amounts of both revenues and gross profits subsequent to the consummation of
this transaction in the first quarter of 2002.

DoubleClick Data

     DoubleClick Data revenue increased 13.2% to $61.7 million for the nine
months ended September 30, 2001 from $54.5 million for the nine months ended
September 30, 2000. Gross margin declined from 69.6% for the nine months ended
September 30, 2000 to 66.3% for the nine months ended September 30, 2001.
The increase in DoubleClick Data revenue reflected the impact of the
acquisition of @plan as well as the growth in Abacus' B2B alliance. The decline
in gross margin was due primarily to higher fixed costs associated with
DoubleClick Data's data collection as well as the amortization of acquired email
lists. As Abacus' results generally mirror that of the direct marketing industry
in general, the continued deterioration of general economic conditions could
cause a decrease in overall consumer spending and have a correspondingly
negative impact on DoubleClick Data results.

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 $148.2 million, or 47.9% of
revenue for the nine months ended September 30, 2001 and $166.4 million, or
44.6% of revenue for the nine months ended September 30, 2000. The decrease in
sales and marketing expense was primarily attributable to reductions in
personnel-related costs and marketing expenditures, coupled with the elimination
of the non-cash compensation expense due to the former shareholders of
DoubleClick Scandinavia as the result of the accelerated payment of their
remaining


                                       26




<PAGE>


contingent consideration in the second quarter of 2001. We expect sales and
marketing expenses to continue to decrease in absolute dollars as the result of
this reduction in non-cash compensation expense and the realization of increased
operational efficiencies from the ongoing headcount rationalizations undertaken
as part of our restructuring activities in 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 $52.8 million, or 17.1% of revenue for the nine
months ended September 30, 2001 and $63.8 million, or 17.1% of revenue for the
nine months ended September 30, 2000. The decrease in the absolute dollar amount
of general and administrative expense was primarily the result of overall
reductions in professional services fees, personnel-related costs and recruiting
expenses. Decreased professional services fees resulted in part from a reduction
in consulting fees associated with system conversion and integration. We expect
general and administrative fees to continue to decline in absolute dollars due
to restructuring-related cost savings and decreases in other general operating
costs.

Product development

     Product development 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 $42.5 million, or 13.7%
of revenue for the nine months ended September 30, 2001 and $33.0 million, or
8.8% of revenues for the nine months ended September 30, 2000. The increase in
product development expenses were primarily the result of growth-related
increases in compensation and related benefits for product development
personnel, which were partially offset by reductions in professional
fees and recruiting costs. Although we will continue to concentrate on the
efficient allocation of our personnel resources and reduce our reliance on
external consultants, we believe that on-going investment in product development
is critical to the attainment of our strategic objectives and, as a result,
expect product development expenses to remain relatively constant in absolute
dollars.

Amortization of intangible assets

     Amortization of intangible assets consists primarily of goodwill
amortization. Amortization expense was $42.4 million for the nine months ended
September 30, 2001 and $32.6 million for the nine months ended September 30,
2000. The increase was primarily the result of the amortization of goodwill
associated with our acquisitions of @plan, DoubleClick Japan and FloNetwork,
partially offset by reductions in amortization expense related to DoubleClick
Scandinavia and DoubleClick Iberoamerica as the result of their impairment
write-downs in the fourth quarter of 2000.

Goodwill impairment

     As noted above, the persistence of unfavorable economic conditions led
DoubleClick management to undertake a review of the recoverability of certain of
its investments in the third quarter of 2001. As a result of significantly
lower-than-expected revenues generated to date and considerably reduced
estimates of future performance, management concluded that its investments in
@plan and Flashbase were impaired. Accordingly, DoubleClick recognized an
approximately $63.3 million impairment charge equal to the difference between
its investments in and the estimated fair value of these entities in the third
quarter of 2001. Of this amount, approximately $53.3 million related to @plan
and $10.0 million related to Flashbase.

     In the second quarter of 2001, management reviewed the recoverability of
its investments in @plan and Flashbase. As @plan had only been acquired in
February of 2001, management believed that it did not, at that time, have enough
operational experience with this investment to determine that it was impaired.

     In connection with the restructuring activities undertaken in the beginning
of 2001, DoubleClick reorganized its sweepstakes offering with the expectation
that Flashbase would, through the improved visibility of its product line


                                       27





<PAGE>


and a streamlined cost structure, continue to represent a viable component of
its business despite lower-than-expected revenues generated to date. As of the
end of the second quarter of 2001, management did not believe, given the
reorganization and Flashbase's budgeted forecasts, that this investment was
impaired. At the end of the third quarter, as this investment's results mirrored
general economic trends and fell well short of projections, the decision was
ultimately made to devote resources away from the sweepstakes offering and
towards more profitable lines of business. It was at this time that management
concluded its investment in Flashbase was impaired.

     The amount of the goodwill impairment was calculated based on discounted
analyses of these entities' expected future cash flows, which were no longer
deemed adequate to support the value of the goodwill associated with these
investments. In both cases, sharply-reduced estimates of anticipated revenue
growth and operating results, triggered primarily by the continued softness in
aggregate on-line advertising spending, generated correspondingly lowered
expectations of future cash flows and formed the basis for the recording of the
charge in the third quarter of 2001. These entities' expected future cash flows
and terminal values are based on management's budgeted forecasts and estimates.
To the extent that these entities' results fall short of DoubleClick's revised
projections, additional impairment charges could be incurred.

     DoubleClick incurred no such impairment charges for the nine months ended
September 30, 2000.

     DoubleClick continues to evaluate its acquired intangible assets for
evidence of impairment. If economic conditions continue to deteriorate and/or
our investments do not perform in line with expectations, additional impairment
charges related to our acquired intangible assets could be recorded in future
periods.


Purchased in-process research and development

     In connection with our acquisition of FloNetwork in April, 2000, $1.3
million of the purchase price was allocated to in-process research and
development projects and charged to operations as the projects had not reached
technological feasibility as of the date of acquisition and were determined to
have no alternative future uses.

     DoubleClick incurred no such charges for the nine months ended September
30, 2000.

Restructuring and other charges

     In the first three quarters of 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 415
employees, primarily from our Media and TechSolutions divisions, 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 $35.9 million charge to operations
during the nine months of 2001. This charge included approximately $6.9 million
for severance-related payments to terminated employees, approximately $10.9
million for the accrual of future lease costs (net of estimated sublease income
and deferred rent liabilities previously recorded), approximately $15.8 million
for the write-off of fixed assets situated in office locations that were closed
or consolidated, and approximately $2.3 million in other exit costs, which
included consulting and professional fees related to the restructuring
activities and expenses associated with the decision to move the TechSolutions
customer support department from New York to Colorado.

     DoubleClick expects to achieve annualized savings of approximately $27
million in personnel- and facility-related expenses as result of the
restructuring initiatives undertaken in 2001. A majority of these reductions
will be realized in cash savings and are expected to primarily impact sales and
marketing and general and administrative expenses. DoubleClick began to
recognize the full effect of these cost saving in the second quarter of 2001. Of
the remaining $10.5 million in cash outlays related to the 2001 restructuring
activities, we expect to pay approximately $3.2 million in the remainder of
2001, approximately $4.9 million in 2002 and approximately $2.4 million in 2003
and the years thereafter. We anticipate that these outlays will be funded from
available sources of liquidity, However, there can be no assurance that such
cost reductions can be sustained or that the estimated costs of such actions
will not change.

     We incurred no restructuring charges for the nine months ended September
30, 2000.

     We are continuing to review our operational performance and anticipate
incurring additional restructuring charges in the fourth quarter of 2001,
principally related to further headcount reductions.


Loss from operations


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<PAGE>


     Our operating loss was $213.4 million for the nine months ended September
30, 2001 and $91.7 million for the nine months ended September 30, 2000. The
increase in operating loss was primarily attributable to the decrease in
revenues, the incurrence of certain non-recurring charges, including goodwill
impairment and restructuring charges, and the increase in the amortization of
intangible assets discussed above. We plan to continue to grow and expand
portions of our business and therefore anticipate that we may incur future
losses from operations. We continue to focus on productivity and will manage our
headcount accordingly as our business conditions require.

Equity in losses of affiliates

     Equity in losses of affiliates was $2.6 million for the nine months
September 30, 2001 and $4.4 million for the nine months ended September 30,
2000. Included in equity in losses of affiliates for the nine months ended
September 30, 2000 was $3.8 million of non-recurring income related to
DoubleClick's proportionate share of the gain recognized by ValueClick following
the initial public offering of its consolidated subsidiary, ValueClick Japan.
The decrease in equity in losses of affiliates was primarily the result of a
reduction in the amount of amortization expense associated with our investment
in ValueClick. Following our impairment write-down of the goodwill related to
our investment in ValueClick in the fourth quarter of 2000, amortization expense
associated with this investment decreased from $7.0 million for the nine months
ended September 30, 2000 to $0.7 million for the nine months ended September 30,
2001.

Gain on the equity transactions of affiliates, net

     For the nine months ended September 30, 2001, we recognized a gain of
approximately $7.2 million from the initial public offering of our consolidated
subsidiary DoubleClick Japan, which was partially offset by a loss of
approximately $5.3 million related to the decrease in value of our proportionate
share of the net assets of our equity-method investee ValueClick following the
consummation of business combinations with ClickAgents.com. For the nine months
ended September 30, 2000, we recognized an approximately $8.9 million gain
related to the increase in the value of our investment as the result of
ValueClick's initial public offering and an approximately $20.7 million gain
through partial sale our interest in NetGravity to the minority shareholders of
DoubleClick Japan.

     We expect to recognize additional losses associated with the dilution of
our ownership interest in ValueClick as the result of this company's merger with
Mediaplex in October 2001. Although we cannot assess their likelihood, we would
also expect to recognize losses related to our investment in ValueClick to the
extent that the former shareholders of Bach Systems, Inc., a company ValueClick
acquired in the first quarter of 2001, achieve defined performance objectives
and are entitled to receive additional shares of common stock pursuant to the
terms of the purchase agreement between the two companies.

Impairment of equity investment

     In response to the prolonged downturn of the economy in general, and the
continued weakness in aggregate online advertising spending in particular,
DoubleClick management undertook a review of the recoverability of certain of
its investments in the third quarter of 2001. Noting the continued fall in the
price of ValueClick stock, management determined that its investment in
ValueClick was impaired. Consequently, DoubleClick wrote down its investment in
ValueClick and recognized an impairment charge of approximately $11.7 million,
which represented the difference between DoubleClick's carrying value and the
estimated fair value of its investment in ValueClick.

     There were no such charges incurred for the nine months ended September 30,
2000.

Write-down of warrant

     In the third quarter of 2000, DoubleClick management determined that the
remaining exercise period of its warrant to purchase approximately 10.8 million
additional common shares of ValueClick was not a sufficient period to allow for
the price of ValueClick common stock to move above the warrant's strike price.
The application of an option pricing model confirmed that the estimated fair
value of the ValueClick warrant was negligible. As a result, DoubleClick wrote
off the entire value of the warrant and recognized an impairment charge of
approximately $18.7 million.

     There were no such charges incurred for the nine months ended September 30,
2001.


                                       29





<PAGE>


Interest and other, net

     Interest and other, net was $18.9 million for the nine months ended
September 30, 2001 and $34.9 million for the nine months ended September 30,
2000. Interest and other, net included $34.7 million of interest income for the
nine months ended September 30, 2001, partially offset by $9.7 million in
interest expense and a $4.5 million impairment charge related to the write-off
of our investment in our cost-method investee Return Path. For the nine months
ended September 30, 2000, Interest and other, net included $40.4 million in
interest income and income of approximately $5.0 million related to contract
termination fees associated with the restructuring of our Advertising Services
Agreement with AltaVista in fiscal 2000. These amounts were partially offset by
interest expense of $6.0 million. The decrease in interest income was primarily
attributable to decreases in the average quarterly balances of our investments
in marketable securities and decreases in average investment yields due to
declines in interest rates. Interest and other, net in future periods may
fluctuate in correlation with the average cash, investment and debt balances we
maintain and as a result of changes in the market rate of our investments.

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 nine
months ended September 30, 2001 relates to taxes on the earnings of certain of
our foreign subsidiaries. For the nine months ended September 30, 2000, the
provision for income taxes primarily relates to taxes on the earnings of certain
of our foreign subsidiaries and a change in estimated tax refunds receivable.

Extraordinary gain on the extinguishment of debt

   In the third quarter of 2001, DoubleClick repurchased $20.3 million of its
outstanding 4.75% Convertible Subordinated Notes for approximately $13.6 million
in cash. DoubleClick wrote off approximately $0.3 million in deferred issuance
costs and recognized an extraordinary gain of approximately $3.6 million, net of
taxes of approximately $2.8 million, as the result of the early retirement of
this debt.

     There were no such extraordinary items for the nine months ended September
30, 2000.

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 used $18.0 million for the nine months ended September
30, 2001 and generated $31.6 million for the nine months ended September 30,
2000. The decrease in cash provided by operating activities resulted from an
increase in net loss, excluding non-cash items, and decreases in accounts
payable and accrued liabilities, partially offset by decreases in accounts
receivable. Investing activities used $2.0 million for the nine months ended
September 30, 2001 and $509.6 million for the nine months ended September 30,
2000. Cash used in investing activities for the nine months ended September 30,
2001 resulted primarily from purchases of equipment and the acquisition of
business and intangible assets, partially offset by the maturity of some of our
investments in marketable securities. Cash used in investing activities for the
nine months ended September 30, 2000 resulted principally from the investment of
the proceeds of our common stock issuance in marketable securities, but also
consisted of purchases of equipment and the acquisition of business and
intangible assets. Net cash provided by financing activities was $15.3 million
for the nine months ended September 30, 2001 and $557.7 million for the nine
months ended September 30, 2000. Cash generated by financing activities for the
nine months ended September 30, 2001 resulted primarily from the initial public
offering of our consolidated subsidiary DoubleClick Japan and the proceeds from
the exercise of stock options, partially offset by cash payments for debt and
stock repurchases. For the nine months ended September 30, 2000, cash generated
by financing activities consisted chiefly of the net proceeds of our public
offering of common stock.

     As of September 30, 2001, we had $185.9 million in cash and cash
equivalents and $592.6 million in investments in marketable securities. As of
September 30, 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. In September 2001, our Board of Directors
authorized a stock repurchase plan that will permit the


                                       30





<PAGE>


repurchase of up to $100 million of DoubleClick common stock over a one-year
period. DoubleClick purchased 765,000 shares of its common stock at an average
price of $5.84 per share during the quarter ended September 30, 2001.

     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 QUALITIATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

     The primary objective of our investment activities is to preserve capital
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 September 30, 2001, our investments in marketable
securities had a weighted-average time to maturity of approximately 233 days.

     The following table presents the amounts of our financial instruments that
are subject to interest rate risk by expected maturity and average interest
rates as of September 30, 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                    $185,932            -             -            -     $185,932
Average interest rate                            1.98%
Fixed-rate investments in
  marketable securities                      $379,512    $213,038              -            -     $592,550
Average interest rate                            6.17%       4.60%
Convertible Subordinated Notes                      -            -             -     $229,700     $157,482
Average interest rate                                                                    4.75%
</TABLE>

     We did not hold derivative financial instruments as of September 30, 2001
and have never held these instruments in the past.

Foreign currency risk

     We transact business in a variety of 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 fluctuations on
our operations for the nine months ended September 30, 2001 was not material. We
do not use derivative financial instruments to hedge operating activities
denominated in foreign currencies. We assess the need to utilize such
instruments to hedge currency exposures on an ongoing basis. As of September 30,
2001, we had $50.6 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 the 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 volatility. Accordingly, our future results
could be materially and adversely affected by changes in these or other factors.


                                       31






<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 Relating to DoubleClick and its Business

DoubleClick has a limited operating history and its future financial results may
fluctuate, which may cause its stock price to decline.

         DoubleClick was incorporated in January 1996 and has a limited
operating history. An investor in DoubleClick's common stock must consider the
risks and difficulties frequently encountered by companies in new and rapidly
evolving industries, including the digital marketing industry. DoubleClick's
risks include:

          o    ability to sustain historical revenue growth rates;

          o    ability to manage DoubleClick's operations;

          o    competition;

          o    attracting, retaining and motivating qualified personnel;

          o    maintaining DoubleClick's 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.

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


DoubleClick has a history of losses and anticipates continued losses.

         DoubleClick has 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 nine months ended September
30, 2001, DoubleClick incurred a net loss of $201.8 million and, as of September
30, 2001, DoubleClick's accumulated deficit was $484.5 million. DoubleClick has
not achieved profitability on an annual basis and expects to incur operating
losses in the future. DoubleClick expects to continue to incur significant
operating and capital expenditures and, as a result, DoubleClick will need to
generate significant revenue to achieve and maintain profitability. DoubleClick
cannot assure you that it will generate sufficient revenue to achieve or sustain
profitability. Even if DoubleClick does achieve profitability, it cannot assure
you that it can sustain or increase profitability on a quarterly or annual basis
in the future. If revenue does not meet DoubleClick's expectations, or if
operating expenses exceed what DoubleClick anticipates or cannot be reduced
accordingly, DoubleClick's business,


                                       32





<PAGE>

results of operations and financial condition will be materially and adversely
affected.

DoubleClick derives a significant portion of its revenue from advertisements and
advertising services, which revenues tend to be cyclical and dependent on the
economic prospects of advertisers and the economy in general. A continued
decrease in expenditures by advertisers or a downturn in the economy could cause
DoubleClick's revenues to decline significantly in any given period.

         DoubleClick derives, and expects to continue to derive for the
foreseeable future, a large portion of its revenue from advertisements it
delivers to Web sites on its DoubleClick networks and from the technologies and
services it provides to Web publishers, advertisers and agencies. Expenditures
by advertisers tend to be cyclical, reflecting overall economic conditions as
well as budgeting and buying patterns. The overall market for advertising,
including Internet advertising, has been characterized in recent quarters by
increasing softness of demand, lower prices for advertisements, the reduction or
cancellation of advertising contracts, an increased risk of uncollectible
receivables from advertisers and the reduction of marketing and advertising
budgets, especially by Internet-related companies. As a result of these
reductions, advertising spending across traditional media, as well as the
Internet, has decreased. DoubleClick cannot assure you that further reductions
will not occur.

         In an environment where the supply of advertising inventory exceeds
advertisers' demand, the price of advertising on the Internet tends to fall.
This situation adversely affects the revenue outlook for DoubleClick Media.
Under these circumstances, Web publishers tend to remove ad space from their Web
sites in an effort to correct the supply-demand imbalance; other publishers may
cut back on their Web presence or go out of business. Faced with smaller
budgets, advertisers and ad agencies purchase less advertising inventory and
tend not to experiment with newer advertising media, like the Internet. As a
consequence of both actions, the number of ad impressions delivered by
DoubleClick TechSolutions may grow more slowly or decline. Since revenues for
DoubleClick TechSolutions are generated from the number of ad impressions
delivered, a slowdown in growth or a decline would adversely affect its
revenues. Similar pressures are faced by DoubleClick Data and DoubleClick's
businesses outside of the United States.

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

DoubleClick does not always maintain long-term agreements with its customers and
may be unable to retain customers, attract new customers or replace departing
customers with customers that can provide comparable revenues.

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

DoubleClick's customers continue to experience business conditions that could
adversely affect DoubleClick's business.

         DoubleClick's customers, in particular Internet-related companies, have
experienced and may continue to experience difficulty raising capital and
supporting their current operations and implementing their business plans, or
may be anticipating such difficulties and, therefore, may elect to scale back
the resources they devote to advertising in general and DoubleClick's offerings
in particular. Many other companies in the Internet industry have depleted their
available capital and could cease operations or file for bankruptcy protection.
These customers may not be able to discharge their payment and other obligations
to DoubleClick. The non-payment or late payment of amounts due to DoubleClick
from its customers could negatively impact DoubleClick's financial condition. If
the


                                       33





<PAGE>

current environment for Internet advertising and for Internet-related companies
does not improve, DoubleClick's business, results of operations and financial
condition could be materially adversely affected.

The rapid expansion of DoubleClick's products and services, industry shifts and
other changes have strained its managerial, operational, financial and
information system resources.

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

DoubleClick's business model is unproven, and DoubleClick may not be able to
generate profits from many of its products and services.

         A significant part of DoubleClick's business model is to generate
revenue by providing digital marketing solutions to advertisers, ad agencies and
Web publishers. The profit potential for DoubleClick's business model has not
yet been proven, and DoubleClick has not yet achieved full-year profitability.
The profitability of DoubleClick's business model is subject to external and
internal factors. Any single factor or combination of factors could limit the
profit potential, long term and short term, of DoubleClick's business model.

         Like other businesses in the advertising and marketing sector,
DoubleClick's revenue outlook is sensitive to downturns in the economy followed
by declines in advertisers' marketing budgets. The profit potential of
DoubleClick's business model is also subject to the acceptance of its products
and services by marketers, advertisers, ad agencies and publishers. Digital
marketing remains a new discipline. Intensive marketing and sales efforts may be
necessary to educate prospective customers regarding the uses and benefits of,
and to generate demand for, DoubleClick's products and services. Enterprises may
be reluctant or slow to adopt a new approach that may replace existing
techniques, or may feel that DoubleClick's offerings fall short of their needs.
If these outcomes occur, it would have an adverse effect on the profit potential
of DoubleClick's business model. Internal factors also influence the profit
potential of DoubleClick's business model. In order to be profitable,
DoubleClick's revenue must exceed the expense incurred by DoubleClick to run its
technology infrastructure, research and development, sales and marketing, and
all other operations. However, DoubleClick cannot assure you that the expenses
associated with even the most efficient operation of its business will yield
profits, or that DoubleClick will be able to manage its business for optimal
efficiency and cost containment. The failure of DoubleClick to achieve these
results would adversely affect the profit potential of DoubleClick's business
model.

Disruption of DoubleClick's services due to unanticipated problems or failures
could harm DoubleClick's business.

         DoubleClick's DART technology resides in DoubleClick's data centers in
New York City, New Jersey, Virginia, California and Colorado, and in Europe,
Asia and Latin America. Continuing and uninterrupted performance of
DoubleClick's technology is critical to DoubleClick's success. Customers may
become dissatisfied by any system failure that interrupts DoubleClick's ability
to provide DoubleClick's services to them, including failures affecting
DoubleClick's ability to deliver advertisements without significant delay to the
viewer. Sustained or repeated system failures would reduce the attractiveness of
DoubleClick's solutions to its customers and result in


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<PAGE>

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

         DoubleClick's operations are dependent on DoubleClick's ability to
protect DoubleClick's 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
DoubleClick's solutions could result from the failure of DoubleClick's
telecommunications providers to provide the necessary data communications
capacity in the time frame DoubleClick requires. Unanticipated problems
affecting DoubleClick's systems have from time to time in the past caused, and
in the future could cause, interruptions in the delivery of DoubleClick's
solutions. DoubleClick's business, results of operations and financial condition
could be materially and adversely affected by any damage or failure that
interrupts, or delays or destroys DoubleClick's operations.

Misappropriation of confidential information maintained by DoubleClick could
harm DoubleClick's business and results of operations.

         DoubleClick currently retains highly confidential information of its
customers in a secure database server. Although DoubleClick observes security
measures throughout DoubleClick's operations, DoubleClick cannot assure you that
it will be able to prevent unauthorized individuals from gaining access to this
database server. Any unauthorized access to DoubleClick's servers, or abuse by
DoubleClick's employees, could result in the theft of confidential customer
information. If confidential customer information is compromised, DoubleClick
could lose customers or become subject to litigation and its reputation could be
harmed, any of which could materially and adversely affect DoubleClick's
business and results of operations.

Competition in Internet advertising, direct marketing and related products and
services is intense, and DoubleClick may not be able to compete successfully.

         The market for digital marketing products and services is very
competitive. DoubleClick expects this competition to continue because there are
low barriers to entry. Also, industry consolidation may lead to stronger, better
capitalized entities against which DoubleClick must compete. DoubleClick expects
that it will encounter additional competition from new sources as DoubleClick
expands its products and services offerings. DoubleClick believes that its
ability to compete depends on many factors both within and beyond DoubleClick's
control, including the following:

          o    the features, performance, price and reliability of products and
               services offered either by DoubleClick or DoubleClick's
               competitors;

          o    the launch timing and market success of products and services
               developed either by DoubleClick or DoubleClick's competitors;

          o    DoubleClick's ability to adapt and scale its products and
               services, and to develop and introduce new products and services
               that respond to market needs;

          o    DoubleClick's ability to adapt to evolving technology and
               industry standards;

          o    DoubleClick's customer service and support efforts;

          o    DoubleClick's sales and marketing efforts; and

          o    the relative impact of general economic and industry conditions
               on either DoubleClick or DoubleClick's competitors.

         DoubleClick's divisions face competition from a variety of sources.
DoubleClick TechSolutions competes


                                       35





<PAGE>

with providers of software and service bureau solutions for the delivery of Web
ads and email for Web publishers and advertisers. DoubleClick Media competes
with large Web publishers, Web portals, Internet advertising networks and
providers of email list services. Abacus competes with direct mail and email
list providers, and providers of information products and marketing research
services to the direct marketing industry. Diameter competes with Web ratings
companies, providers of Web advertising management, online research and
consulting services and providers of syndicated market research in traditional
publishing. DoubleClick also competes indirectly with 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 DoubleClick's 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 DoubleClick. These factors could allow
them to compete more effectively than DoubleClick, including devoting greater
resources to the development, promotion and sale of their products and services,
engaging in more extensive research and development, undertaking more
far-reaching marketing campaigns, adopting more aggressive pricing policies and
making more attractive offers to existing and potential employees, strategic
partners, advertisers, direct marketers and Web publishers. DoubleClick cannot
assure you that its competitors will not develop products or services that are
equal or superior to DoubleClick's solutions or that achieve greater acceptance
than DoubleClick's 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 DoubleClick's 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 may result
in price reductions, reduced gross margins and loss of market share. DoubleClick
cannot assure you that it will be able to compete successfully or that
competitive pressures will not materially and adversely affect DoubleClick's
business, results of operations or financial condition.

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

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

          o    advertiser, Web publisher and direct marketer demand for
               DoubleClick's solutions;

          o    Internet user traffic levels;

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

          o    pricing trends for advertising inventory on DoubleClick's
               networks, and for the portion payable to the Web publishers in
               DoubleClick's networks;

          o    the introduction of new products or services by us or
               DoubleClick's competitors;

          o    variations in the levels of capital, operating expenditures and
               other costs relating to DoubleClick's operations;

          o    general seasonal and cyclical fluctuations; and

          o    general industry and economic conditions.

         DoubleClick may not be able to adjust spending quickly enough to offset
any unexpected revenue shortfall. DoubleClick's operating expenses include
upgrading and enhancing DoubleClick's DART technology, expanding DoubleClick's
product and service offerings, marketing and supporting DoubleClick's solutions,
and supporting DoubleClick's sales and marketing operations. If DoubleClick has
a shortfall in revenue in relation to its expenses, or if its expenses exceed
revenue, then DoubleClick's business, results of operations and financial
condition could be


                                       36





<PAGE>

materially and adversely affected. These results would likely affect the market
price of DoubleClick's common stock in a manner which may be unrelated to
DoubleClick's long-term operating performance.

         DoubleClick's business is subject to seasonal fluctuations. Advertisers
generally place fewer advertisements during the first and third calendar
quarters of each year, which directly affects the DoubleClick Media and
DoubleClick TechSolutions businesses and the direct marketing industry generally
mails substantially more marketing materials in the third calendar quarter,
which directly affects the DoubleClick Data business. Further, Internet user
traffic typically drops during the summer months, which reduces the amount of
advertising to sell and deliver.

         As a result, DoubleClick believes that period-to-period comparisons of
DoubleClick's results of operations may not be meaningful. You should not rely
on past periods as indicators of future performance. It is possible that in some
future periods DoubleClick's results of operations may be below the expectations
of public market analysts and investors. In this event, the price of
DoubleClick's common stock may fall.

If DoubleClick is unable to continue to grow through acquisitions of or
investments in other companies, its revenue may decline or fail to grow.

         DoubleClick's business has expanded rapidly in part as a result of
acquisitions or investments in other companies, including the acquisitions of
Abacus Direct, NetGravity, @plan and FloNetwork. On October 10, 2001 DoubleClick
entered into an amended and restated merger agreement with MessageMedia, Inc.
pursuant to which DoubleClick has agreed to acquire MessageMedia. This
acquisition is expected to close in the fourth quarter of 2001. DoubleClick may
seek to acquire or make investments in other complementary businesses, products,
services or technologies as a means to grow its business. From time to time
DoubleClick has had discussions with other companies regarding its acquiring, or
investing in, their businesses, products, services or technologies. DoubleClick
cannot assure you that it will be able to identify other suitable acquisition or
investment candidates. Even if DoubleClick does identify suitable candidates,
DoubleClick cannot assure you that it will be able to make other acquisitions or
investments on commercially acceptable terms, if at all. Even if DoubleClick
agrees to buy a company, DoubleClick cannot assure you that it will be
successful in consummating the purchase. Reasons for failing to consummate a
purchase could include DoubleClick's refusal to increase the agreed upon
purchase price to match an offer made by a subsequent competing bidder. If
DoubleClick is unable to continue to expand through acquisitions, its revenue
may decline or fail to grow.

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

         As a part of DoubleClick's business strategy, DoubleClick could enter
into a number of business combinations and acquisitions. 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 management of DoubleClick and the acquired
               companies;

          o    the difficulty of incorporating acquired technology and rights
               into DoubleClick's products and services;

          o    unanticipated expenses related to technology and other
               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;

          o    the inability to develop new products and services that combine
               the knowledge and resources of DoubleClick and its acquired
               businesses or the failure for a demand to develop for the
               combined


                                       37





<PAGE>

               companies' new products and services;

          o    potential failure to achieve additional sales and enhance
               DoubleClick's customer base through cross-marketing of the
               combined company's products to new and existing customers; and

          o    potential unknown liabilities associated with acquired
               businesses.

         DoubleClick may not succeed in addressing these risks or other problems
encountered in connection with these business combinations and acquisitions. If
so, these risks and problems could disrupt DoubleClick's ongoing business,
distract DoubleClick's management and employees, increase DoubleClick's expenses
and adversely affect DoubleClick's results of operations due to accounting
requirements such as amortization of goodwill. Furthermore, DoubleClick may
incur debt or issue equity securities to pay for any future acquisitions. The
issuance of equity securities could be dilutive to DoubleClick's existing
stockholders.

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

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

DoubleClick is dependent on key personnel and on key employee retention and
recruiting for DoubleClick's future success.

         DoubleClick's future success depends to a significant extent on the
continued service of DoubleClick's key technical, sales and senior management
personnel. DoubleClick does not have employment agreements with most of these
executives and does not maintain key person life insurance on any of these
executives. The loss of the services of one or more of DoubleClick's key
employees could significantly delay or prevent the achievement of DoubleClick's
product development and other business objectives, including acquisitions, and
could harm DoubleClick's business. DoubleClick's future success also depends on
DoubleClick's continuing ability to attract, retain and motivate highly skilled
employees for key positions. There is competition for qualified employees in
DoubleClick's industry. DoubleClick may be unable to retain DoubleClick's key
employees or attract, assimilate or retain other highly qualified employees in
the future. DoubleClick has from time to time in the past experienced, and
DoubleClick expects to continue to experience in the future, difficulty in
hiring and retaining highly skilled employees with appropriate qualifications.

If DoubleClick fails to adequately protect its intellectual property,
DoubleClick could lose its intellectual property rights.

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

         In September 1999, the U.S. Patent and Trademark Office issued to
DoubleClick a patent that covers DoubleClick's DART technology. DoubleClick owns
other patents, and has patent applications pending, for its technology.
DoubleClick cannot assure you that patents applied for will be issued or that
patents issued or acquired


                                       38






<PAGE>

by DoubleClick now or in the future will be valid and enforceable, or provide
DoubleClick with any meaningful protection.

         DoubleClick also has rights in the trademarks that it uses to market
DoubleClick's solutions. These trademarks include DOUBLECLICK(R), DART(R),
DARTMAIL(R) and ABACUS(R). DoubleClick has applied to register DoubleClick's
trademarks in the United States and internationally. DoubleClick cannot assure
you that any of DoubleClick's current or future trademark applications will be
approved. Even if they are approved, these trademarks may be successfully
challenged by others or invalidated. If DoubleClick's trademark registrations
are not approved because third parties own these trademarks, DoubleClick's use
of these trademarks will be restricted unless DoubleClick enters into
arrangements with these parties which may be unavailable on commercially
reasonable terms, if at all.

         DoubleClick also enters into confidentiality, proprietary rights and
license agreements, as appropriate, with DoubleClick's employees, consultants
and business partners, and generally controls access to and distribution of
DoubleClick's technologies, documentation and other proprietary information.
Despite these efforts, DoubleClick cannot be certain that the steps DoubleClick
takes to prevent unauthorized use of DoubleClick's proprietary rights are
sufficient to prevent misappropriation of DoubleClick's solutions or
technologies, particularly in foreign countries where laws or law enforcement
practices may not protect DoubleClick's proprietary rights as fully as in the
United States. In addition, DoubleClick cannot assure you that DoubleClick will
be able to adequately enforce the contractual arrangements that it has entered
into to protect DoubleClick's proprietary technologies. If DoubleClick loses its
intellectual property rights, this could have a material and adverse impact on
its business, financial condition and results of operations.

If DoubleClick faces a claim of intellectual property infringement by a third
party, DoubleClick may be liable for damages and be required to make changes to
its technology or business.

         Third parties may assert infringement claims against DoubleClick, which
could adversely affect DoubleClick's reputation and the value of DoubleClick's
proprietary rights. From time to time DoubleClick has been, and DoubleClick
expects to continue to be, subject to claims in the ordinary course of
DoubleClick's business, including claims of alleged infringement of the patents,
trademarks and other intellectual property rights of third parties by
DoubleClick or DoubleClick's customers. In particular, DoubleClick does not
conduct exhaustive patent searches to determine whether DoubleClick's 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 DoubleClick's.

         Third party infringement claims and any resultant litigation, should it
occur, could subject DoubleClick to significant liability for damages, restrict
DoubleClick from using DoubleClick's technology or operating its business
generally, or require changes to be made to DoubleClick's technology. Even if
DoubleClick prevails, litigation is time-consuming and expensive to defend and
would result in the diversion of management's time and attention. Any claims
from third parties may also result in limitations on DoubleClick's ability to
use the intellectual property subject to these claims unless DoubleClick is 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 DoubleClick, or at all. If DoubleClick is unable to enter
into these types of agreements, DoubleClick would be required to either cease
offering the subject product or change the technology underlying the applicable
product. If a successful claim of infringement is brought against DoubleClick
and DoubleClick fails to develop non-infringing technology or to license the
infringed or similar technology on a timely basis, it could materially adversely
affect DoubleClick's business, financial condition and results of operations.

DoubleClick's business may be materially adversely affected by lawsuits related
to privacy and DoubleClick's business practices.

         DoubleClick is a defendant in several pending lawsuits alleging, among
other things, that DoubleClick unlawfully obtains and uses Internet users'
personal information and that DoubleClick's use of cookies violates various
laws. DoubleClick is the subject of an inquiry involving the attorneys general
of several states relating to DoubleClick's practices in the collection,
maintenance and use of information about, and DoubleClick's disclosure of


                                       39





<PAGE>

these information practices to, Internet users. DoubleClick may in the future
receive additional regulatory inquiries and DoubleClick intends to cooperate
fully. Class action litigation and regulatory inquiries of these types are often
expensive and time consuming and their outcome is uncertain.

         DoubleClick cannot quantify the amount of monetary or human resources
that DoubleClick will be required to use to defend itself in these proceedings.
DoubleClick may need to spend significant amounts on its legal defense, senior
management may be required to divert their attention from other portions of
DoubleClick's business, new product launches may be deferred or canceled as a
result of these proceedings, and DoubleClick may be required to make changes to
DoubleClick's present and planned products or services, any of which could
materially and adversely affect DoubleClick's 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 DoubleClick, it may materially and
adversely affect DoubleClick's business, financial condition and results of
operations.

DoubleClick's business depends in part on successful adaptation of its business
to international markets, in which DoubleClick has limited experience. Failure
to successfully manage the risks of international operations and sales and
marketing efforts would harm DoubleClick's results of operations and financial
condition.

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

         DoubleClick's international operations are subject to other inherent
risks, including:

          o    the high cost of maintaining international operations;

          o    uncertain demand for DoubleClick's products and services;

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

          o    changes in regulatory requirements;

          o    more restrictive data protection 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 DoubleClick's operations in a
particular country and could result in a decision by DoubleClick 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.


                                       40





<PAGE>

Anti-takeover provisions in DoubleClick's charter documents and Delaware law may
make it difficult for a third party to acquire DoubleClick, which could
negatively impact the share price for DoubleClick's common stock.

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

          o    discourage potential acquisition proposals;

          o    delay or prevent a change in control; or

          o    impede the ability of DoubleClick's stockholders to change the
               composition of DoubleClick's board of directors in any one year.

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

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

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

         Additionally, in the past, following periods of volatility in the
market price of a particular company's securities, securities class action
litigation has often been brought against that company. Many companies in
DoubleClick's industry have been subject to this type of litigation in the past.
DoubleClick 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 DoubleClick's business, financial condition and
results of operations.

Future sales of DoubleClick's common stock may affect the market price of
DoubleClick's common stock.

         As of September 30, 2001, DoubleClick had 133,726,569 shares of common
stock outstanding, excluding 22,418,060 shares subject to options outstanding as
of such date under DoubleClick's stock option plans that are exercisable at
prices ranging from $0.03 to $124.56 per share. DoubleClick 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 DoubleClick's
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 the perception that such sales could
occur, may materially reduce prevailing market prices for DoubleClick's common
stock.

                     Risks Related to DoubleClick's Industry

The occurrence of extraordinary events, such as the attack on the World Trade
Center and the Pentagon, may substantially decrease the use of and demand for
advertising over the Internet, which may significantly decrease DoubleClick's
revenues.

         The occurrence of an extraordinary event may prompt Web publishers to
remove third-party advertisements from their Web sites for an unknown length of
time as a result of the event. For example, immediately after the attack on the
World Trade Center and the Pentagon, many Web publishers removed advertisements
to protect the integrity of the presentation of the news. In some cases,
advertisers cancelled purchases. In addition, some Web publishers donated
advertising space to charity organizations appealing for aid for the victims of
the attacks. Any


                                       41





<PAGE>

additional occurrences of terrorist attacks or other extraordinary events that
capture significant attention worldwide may result in similar reductions in the
use of and demand for advertising on the Internet and may significantly decrease
DoubleClick's revenue for an indefinite period of time.

Advertisers may be reluctant to devote a portion of their budgets to Internet
advertising and digital marketing solutions.

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

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

         Because digital marketing remains a new discipline, there are currently
no generally accepted methods or tools for measuring the efficacy of digital
marketing, as there are for advertising in television, radio, cable and print.
Many traditional advertisers may be reluctant to spend sizable portions of their
budget on digital marketing until there exist widely accepted methods and tools
that measure the efficacy of their campaigns.

         DoubleClick's customers may also challenge or refuse to accept
DoubleClick's research and reporting offerings. A competitor's research and
reporting offerings may gain broader acceptance. DoubleClick could lose
customers or fail to gain customers if its products and services do not utilize
the generally accepted measuring methods and tools. Further, new measurement
standards and tools could require DoubleClick to change its business and the
means used to charge its customers, which could result in a loss of customer
revenues. Even if DoubleClick's products and services become widely accepted,
DoubleClick may find that the profit potential of its research and reporting
offerings is limited, and that spending by traditional advertisers does not
appreciably increase as a result.

New laws in the United States and internationally could harm DoubleClick's
business.

         Laws applicable to Internet communications, e-commerce, Internet
advertising, data protection and direct marketing are becoming more prevalent in
the United States and worldwide. For example, various U.S. state and foreign
governments may attempt to regulate DoubleClick's ad delivery or levy sales or
other taxes on DoubleClick's activities.

         In addition, the laws governing the Internet remain largely unsettled,
even in areas where there has been some legislative action. It is difficult to
determine whether and how existing laws such as those governing intellectual
property, data protection, libel and taxation apply to the Internet, Internet
advertising and DoubleClick's business.

         The growth and development of Internet commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad.
These proposals may seek to impose additional burdens on companies conducting
business over the Internet. In particular, 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.
DoubleClick is unable to predict whether any particular proposal will pass, or
the nature of the limitations in those proposals. Since many of the proposals
are in their development stage, DoubleClick cannot yet determine the impact
these may have on DoubleClick's business. In addition, it is possible that
changes to existing law, including both amendments to existing law and new
interpretations of existing law, could have a material and adverse impact on
DoubleClick's business, financial condition and results of operations.

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


                                       42





<PAGE>

          o    Legislation has been proposed in some jurisdictions to regulate
               the use of cookie technology. DoubleClick's technology uses
               cookies for ad targeting and reporting, among other things. It is
               possible that the changes required for compliance are
               commercially unfeasible, or that DoubleClick is 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 Internet protocol address is
               personally-identifiable information. In those countries in which
               this opinion prevails, the applicable national data protection
               law could be interpreted to subject DoubleClick to a more
               restrictive regulatory regime. DoubleClick cannot assure you that
               its current policies and procedures would meet more restrictive
               standards. The cost of such compliance could be material and
               DoubleClick 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.' It is possible that
               legislation will be passed that requires DoubleClick to change
               its current practices, or subject DoubleClick to increased legal
               liability for its consent-based email delivery and list services
               business.

          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 DoubleClick may be required to
               make could diminish the market acceptance of DoubleClick's
               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 business,
               could be adversely affected by legislation or regulation that
               limits the manner in which offline information about consumers is
               collected and used.

         Any legislation enacted or regulation issued could dampen the growth
and acceptance of the digital marketing industry in general and of DoubleClick's
offering in particular. In response to evolving legal requirements, DoubleClick
may be compelled to change or discontinue an existing offering, business, or
business model, or to cancel a proposed offering or new business. Any of these
circumstances could have a material and adverse impact on DoubleClick's
business, financial condition and results of operations. These changes could
also require DoubleClick to incur significant expenses, and DoubleClick may not
find itself able to replace the revenue lost as a consequence of the changes.

         DoubleClick is a member of the Network Advertising Initiative and the
Direct Marketing Association, both industry self-regulatory organizations.
DoubleClick 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.

Demand for DoubleClick's products and services may decline due to the
proliferation of software designed to prevent the delivery of Internet
advertising or block the use of cookies.

         DoubleClick's business may be adversely affected by the adoption by
computer users of technologies that harm the performance of DoubleClick's
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. DoubleClick cannot assure you that the number of
computer users who employ these or other similar technologies will not increase,
thereby diminishing the efficacy of DoubleClick's products and services. In the
case that one or more of these technologies are widely adopted, demand for
DoubleClick's products and services would decline.

DoubleClick's business may suffer if the Web infrastructure is unable to
effectively support the growth in demand placed on it.


                                       43





<PAGE>

         DoubleClick's 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. DoubleClick 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, DoubleClick may have to spend considerable
amounts to adapt DoubleClick's 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 DoubleClick's solutions and the level of user traffic on Web
sites on DoubleClick's 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 DoubleClick's services from the direct marketing
industry, including the catalog industry, as well as the continued willingness
of catalog operators to contribute their data to DoubleClick. Most of
DoubleClick's Abacus customers 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 DoubleClick's 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 DoubleClick's Abacus Alliance customers
are adversely affected by postal rate increases, especially increases that are
imposed without sufficient advance notice to allow adjustments to be made to
marketing budgets. Higher postal rates may result in fewer mailings of direct
marketing materials, with a corresponding decline in the need for some of the
direct marketing services offered by DoubleClick. Increased postal rates can
also lead to pressure from DoubleClick's customers to reduce DoubleClick's
prices for its 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 DoubleClick's
services. DoubleClick's customers may aggressively seek price reductions for
DoubleClick's 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 DoubleClick's Abacus business.


                                       44



<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 all
thirteen 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.

         Beginning in May 2001, a number of substantially identical class action
complaints alleging violations of the federal securities laws were filed in the
United States District Court for the Southern District of New York naming as
defendants DoubleClick, certain of its officers and directors and certain
underwriters of DoubleClick's initial public offering. The complaints allege,
among other things, that certain alleged compensation arrangements entered into
by the underwriters (such as commission payments or stock stabilization
practices) were not properly disclosed in the registration statement for the
initial public offering. DoubleClick and some of its officers and directors are
named in the suit pursuant to Section 11 of the Securities Act of 1933.
Additionally, a single complaint includes a claim against DoubleClick and some
of its officers and directors under Section 10(b) of the Securities Exchange Act
of 1934. Similar complaints have been filed against more than 100 other issuers
that had initial public offerings since 1998. These lawsuits have been
coordinated for pre-trial purposes with a number of lawsuits filed against other
companies and underwriters. DoubleClick intends to defend these actions
vigorously, however, due to the inherent uncertainties of litigation, we cannot
accurately predict the ultimate outcome of the litigation.

         An unfavorable outcome in litigation could materially and adversely
affect DoubleClick's business, financial condition and results of operations.

Item 5.  Other Information

         Our Chief Technology Officer and a director, Dwight Merriman, has
informed us that, in order to diversify his investment portfolio while avoiding
conflicts of interest or the appearance of any such conflict that might arise


                                       45




<PAGE>

from his position with the company, he has established a written plan in
accordance with SEC Rule 10b5-1 for gradually liquidating a portion of his
holdings of our common stock. In particular, we have been notified that during
the period that commenced on September 13, 2001 and will end on September 5,
2002, Mr. Merriman intends to sell a fixed number of shares of common stock on a
weekly basis if the share price exceeds a specified price. The plan
provides for the sale on specified dates during the term of 5,000 shares each
week, other than the last ten weeks when 4,000 shares will be sold.

Item 6.  Exhibits and Report on Form 8-K

         (a) The following exhibit is filed as part of this report:

             10.01 -- Severance Agreement with Jeffrey Epstein.

         (b) Reports on Form 8-K

               We filed a Current Report on Form 8-K, Item 5, on October 16,
2001, attaching our Amended and Restated Agreement and Plan of Merger and
Reorganization with MessageMedia, Inc. and attaching the press release that
announced the revised terms of our agreement to acquire MessageMedia, Inc.


                                       46






<PAGE>

                                    SIGNATURE

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


                                   DOUBLECLICK INC.


Date: November 14, 2001            By:       /s/ Thomas Etergino
                                       ------------------------------------
                                                 Thomas Etergino
                                       Vice President of Corporate Finance
                                           (Chief Accounting Officer and
                                              Duly Authorized Officer)







<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Number                  Description
------                  -----------
<S>                     <C>
10.01                   Severance Agreement with Jeffrey Epstein
</TABLE>




                          STATEMENT OF DIFFERENCES
                          ------------------------

The section symbol shall be expressed as ............................. 'SS'