UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 10-Q

		(Mark One)
		(MarkOne)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
For the quarterly period ended June 30, 2003
	For the quarterly period ended September 30, 2003
Or	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
Commission File Number 000-24289

~~CLICK2LEARN,~~Commission File ~~INC.~~Number 000-24289

CLICK2LEARN, INC. (Exact name of registrant as specified in its charter)

Delaware		91-1276003
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

110-110^th Avenue NE, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)

(425) 462-0501
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

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

The number of shares outstanding of the issuer’s Common Stock, par value $0.01, as of ~~July~~ October 15, 2003 was 32,~~397~~626,~~808~~731 shares.

CLICK2LEARN, INC.

FORM 10 -–Q

For the Quarter Ended ~~June~~ September 30, 2003

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002
	Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2003 and 2002
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2003 and 2002
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2003 and 2002
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002
	Notes to Unaudited Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings
Item 2.	Change in Securities and Use of Proceeds
Item 3.	Defaults upon Senior Securities
Item 4.	Submission of Matters to a Vote of Securities Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K
SIGNATURES

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CLICK2LEARN, INC. AND SUBSIDIARIES ~~UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except share data)~~

	June 30, 2003			December 31, 2002
Assets
Current assets:
Cash and cash equivalents	$	15,750		$	3,586
Accounts receivable, net of allowance for returns and doubtful accounts of $861 in 2003 and $927 in 2002	9,458			10,785
Prepaid royalties and licenses	76			157
Other	1,352			1,619
Total current assets	26,636			16,147
Property and equipment, net	1,015			1,214
Goodwill	2,877			2,877
Intangible assets, net	4,109			4,636
Other	589			599
Total assets	$	35,226		$	25,473
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,426		$	2,934
Accrued compensation and benefits	2,254			2,294
Deferred revenue	4,377			4,435
Short term debt	3,213			2,400
Other	935			1,184
Total current liabilities	12,205			13,247
Other noncurrent liabilities	222			—
Total liabilities	12,427			13,247
Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 5,000,000 shares; issued and outstanding no shares in 2003 and 2002	—			—
Common stock, $0.01 par value; authorized 100,000,000 shares, issued and outstanding 32,397,808 shares in 2003 and 24,600,114 shares in 2002	325			246
Additional paid-in capital	254,619			242,570
Accumulated deficit	(231,689		)	(230,008		)
Accumulated other comprehensive loss	(456		)	(582		)
Total stockholders’ equity	22,799			12,226
Total liabilities and stockholders’ equity	$	35,226		$	25,473

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

	September 30, 2003			December 31, 2002
Assets

Current assets:
Cash and cash equivalents	$	14,909		$	3,586
Accounts receivable, net of allowance for returns and doubtful accounts of $454 in 2003 and $927 in 2002	9,445			10,785
Prepaid royalties and licenses	43			157
Other	1,065			1,619
Total current assets	25,462			16,147
Property and equipment, net	939			1,214
Goodwill	2,877			2,877
Intangible assets, net	3,624			4,636
Other	573			599
Total assets	$	33,475		$	25,473

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	1,479		$	2,934
Accrued compensation and benefits	2,560			2,294
Deferred revenue	3,590			4,435
Short term debt	3,534			2,400
Other	772			1,184
Total current liabilities	11,935			13,247
Other noncurrent liabilities	—			—
Total liabilities	11,935			13,247

Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 5,000,000 shares; issued and outstanding no shares in 2003 and 2002	—			—
Common stock, $0.01 par value; authorized 100,000,000 shares, issued and outstanding 32,623,856 shares in 2003 and 24,600,114 shares in 2002	326			246
Additional paid-in capital	254,754			242,570
Accumulated deficit	(233,058		)	(230,008		)
Accumulated other comprehensive loss	(482		)	(582		)
Total stockholders’ equity	21,540			12,226
Total liabilities and stockholders’ equity	$	33,475		$	25,473

See accompanying notes to unaudited condensed Consolidated Financial Statements

CLICK2LEARN, INC. AND SUBSIDIARIES ~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)~~

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Revenue:
Platforms	$	6,871		$	5,518		$	13,423		$	10,936
Tools	784			1,236			1,558			2,495
Content services	474			848			1,148			1,481
Total revenue	8,129			7,602			16,129			14,912
Cost of revenue:
Platforms	1,476			1,480			3,050			3,054
Tools	133			287			258			682
Content services	445			652			1,017			1,307
Total cost of revenue	2,054			2,419			4,325			5,043
Gross margin	6,075			5,183			11,804			9,869
Operating expenses:
Research and development	1,913			2,404			3,397			4,685
Sales and marketing	3,499			4,831			7,177			9,263
General and administrative	1,411			1,435			2,751			3,038
Total operating expenses	6,823			8,670			13,325			16,986
Operating loss from continuing operations	(748		)	(3,487		)	(1,521		)	(7,117		)
Other income (expense)	(46		)	(3		)	(93		)	13
Equity in losses of affiliate	(25		)	(75		)	(50		)	(150		)
Loss from continuing operations before income taxes	(819		)	(3,565		)	(1,664		)	(7,254		)
Income tax	(7		)	—			(17		)	—
Loss from continuing operations	(826		)	(3,565		)	(1,681		)	(7,254		)
Loss from discontinued operations	—			(656		)	—			(2,651		)
Net loss	$	(826	)	$	(4,221	)	$	(1,681	)	$	(9,905	)
Amounts per share, basic and diluted:
Loss from continuing operations	$	(0.03	)	$	(0.14	)	$	(0.07	)	$	(0.29	)
Loss from discontinued operations	—			(0.03		)	—			(0.11		)
Net loss	$	(0.03	)	$	(0.17	)	$	(0.07	)	$	(0.40	)
Weighted average common shares outstanding, basic and diluted	25,757			24,271			25,288			24,235

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002

Revenue:
Platforms	$	6,443		$	5,295		$	19,866		$	16,231
Tools	672			907			2,230			3,402
Content services	398			737			1,547			2,218
Total revenue	7,513			6,939			23,643			21,851

Cost of revenue:
Platforms	1,812			1,306			5,332			4,593
Tools	140			268			398			950
Content services	383			577			1,401			1,884
Total cost of revenue	2,335			2,151			7,131			7,427
Gross margin	5,178			4,788			16,512			14,424

Operating expenses:
Research and development	1,731			1,924			4,658			6,376
Sales and marketing	3,308			3,690			10,485			12,952
General and administrative	1,467			1,182			4,217			4,221
Employee severance	—			485			—			485
Total operating expenses	6,506			7,281			19,360			24,034
Operating loss from continuing operations	(1,328		)	(2,493		)	(2,848		)	(9,610		)

Other income (expense)	(8		)	15			(101		)	28
Equity in losses of affiliate	(25		)	(25		)	(75		)	(175		)
Loss from continuing operations before income taxes	(1,361		)	(2,503		)	(3,024		)	(9,757		)

Income tax	(8		)	—			(26		)	—
Loss from continuing operations	(1,369		)	(2,503		)	(3,050		)	(9,757		)

Loss from discontinued operations	—			(4,949		)	—			(7,600		)
Net loss	$	(1,369	)	$	(7,452	)	$	(3,050	)	$	(17,357	)

Amounts per share, basic and diluted:
Loss from continuing operations	$	(0.04	)	$	(0.10	)	$	(0.11	)	$	(0.40	)
Loss from discontinued operations	—			(0.20		)	—			(0.31		)
Net loss	$	(0.04	)	$	(0.30	)	$	(0.11	)	$	(0.71	)

Weighted average common shares outstanding, basic and diluted	32,500			24,498			27,721			24,321

See accompanying notes to unaudited condensed Consolidated Financial Statements

CLICK2LEARN, INC. AND SUBSIDIARIES ~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)~~

	Six Months Ended June 30,
	2003			2002
Cash flows from operating activities:
Continuing operations:
Net loss	$	(1,681	)	$	(7,254	)
Adjustments to reconcile net loss to net cash provided by continuing operating activities:
Depreciation and amortization	1,168			1,196
Write-off property and equipment	—			270
Provision for returns and doubtful accounts	317			833
Amortization of discount on debt	44			—
Stock compensation expense	—			5
Equity losses of affiliate	50			150
Net change in certain operating assets and liabilities	236			5,100
Net cash provided by continuing operating activities	134			300
Discontinued operations:
Loss from discontinued operations	—			(2,651		)
Gain on sale of assets	—			(927		)
Net cash used in discontinued operating activities	—			(3,578		)
Net cash provided by (used in) operating activities	134			(3,278		)
Cash flows from investing activities:
Continuing operations:
Purchase of property and equipment	(442		)	(2,880		)
Other	(40		)	16
Net cash used in continuing investing activities	(482		)	(2,864		)
Discontinued operations:
Proceeds from sale of assets	—			1,000
Net cash provided by discontinued activities	—			1,000
Net cash used in investing activities	(482		)	(1,864		)
Cash flows from financing activities:
Repayments on debt	(13,318		)	(263		)
Proceeds from borrowings	13,576			400
Proceeds from exercise of stock options	—			95
Net proceeds from sale of common stock	12,128			335
Net cash provided by financing activities	12,386			567
Effect of foreign exchange rate changes on cash	126			1
Net increase (decrease) in cash and cash equivalents	12,164			(4,574		)
Cash and cash equivalents at beginning of period	3,586			9,553
Cash and cash equivalents at end of period	$	15,750		$	4,979

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Nine Months Ended September 30,
	2003			2002
Cash flows from operating activities:
Continuing operations:
Net loss	$	(3,050	)	$	(9,757	)
Adjustments to reconcile net loss to net cash provided by continuing operating activities:
Depreciation and amortization	1,887			1,786
Write-off property and equipment	—			270
Provision for returns and doubtful accounts	(88		)	936
Amortization of discount on debt	66			—
Stock compensation expense	—			5
Equity losses of affiliate	75			175
Net change in certain operating assets and liabilities	370			4,411
Net cash used in continuing operating activities	(740		)	(2,174		)
Discontinued operations:
Loss from discontinued operations	—			(7,600		)
Accounts receivable forfeited	—			4,475
Gain on sale of assets	—			(927		)
Net cash used in discontinued operating activities	—			(4,052		)
Net cash used in operating activities	(740		)	(6,226		)
Cash flows from investing activities:
Continuing operations:
Purchase of property and equipment	(602		)	(2,950		)
Other	(50		)	18
Net cash used in continuing investing activities	(652		)	(2,932		)
Discontinued operations:
Proceeds from sale of assets	—			1,000
Net cash provided by discontinued activities	—			1,000
Net cash used in investing activities	(652		)	(1,932		)
Cash flows from financing activities:
Repayments on debt	(21,271		)	(388		)
Proceeds from borrowings	21,622			2,400
Proceeds from exercise of stock options	73			95
Net proceeds from sale of common stock	12,191			532
Net cash provided by financing activities	12,615			2,639
Effect of foreign exchange rate changes on cash	100			(26		)
Net increase (decrease) in cash and cash equivalents	11,323			(5,545		)
Cash and cash equivalents at beginning of period	3,586			9,553
Cash and cash equivalents at end of period	$	14,909		$	4,008

See accompanying notes to unaudited condensed Consolidated Financial Statements

CLICK2LEARN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Description of Business

Click2learn, Inc. (“Click2learn”) develops, markets, distributes, and supports an integrated suite of enterprise learning software products. Click2learn’s markets are worldwide and include a broad range of industries.

(b) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Click2learn, Inc., (“Click2learn”) include the accounts of Click2learn and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

These statements reflect all normal recurring ~~adjustmentswhich~~adjustments, inwhich, ~~the~~in the opinion of management, are necessary for a fair presentation of the ~~financial~~ financial position and results of operations for the periods presented. Interim results of operations for the three and ~~six~~nine months ended ~~June~~ September 30, 2003 are not necessarily indicative of the operating results for the full fiscal year. Factors that may affect such operating results, include, but are not limited to, those discussed in “Factors That May Affect Future Results of Operations.” Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Click2learn’s Annual Report on Form 10-K for the year ended December 31, 2002.

The following table sets forth the components of other current assets (in thousands):

	June 30, 2003		December 31, 2002
	September 30, 2003		December 31, 2002
Prepaid expense	$	~~514~~455	$	430
Prepaid insurance	~~497~~351		618
Other	~~341~~259		571
Total other current assets	$	1,~~352~~065	$	1,619

(d) Revenue Recognition

Click2learn recognizes revenue pursuant to the requirements of Statement of Position No. 97-2, Software Revenue Recognition (“SOP 97-2”), as amended by Statement of Position No. 98-9, Software Revenue Recognition with Respect to Certain Arrangements. Under SOP 97-2, revenue attributable to an element in a customer arrangement is recognized when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable, collectibility is probable and the arrangement does not require significant customization of the software.

For all sales, Click2learn uses either a binding purchase order or signed agreement, depending on the nature of the transaction, as evidence of an arrangement. Sales through its significant resellers are evidenced by a master agreement governing the relationship.

For software license fees in single element arrangements and multiple element ~~arrangementsthat~~arrangements that do not include ~~customization~~ customization or consulting services, delivery typically is deemed to occur when the product is shipped to ~~customers~~the customer.

At the time of each transaction, Click2learn assesses whether the fee associated with its revenue is fixed and determinable and whether or not collection is probable. Click2learn assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after Click2learn’s normal payment terms, based upon a variable matrix such as a minimum level of distribution or subject to refund (other than refunds for warranty claims or its uncured defaults), Click2learn accounts for the fee as not being fixed and determinable. In these cases, Click2learn defers revenue and recognizes it when it becomes due and payable.

Click2learn assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. Click2learn does not request collateral from its customers. If Click2learn determines at the time of the transaction that collection of a fee is not probable, it defers revenue until payment is received.

For multiple element arrangements, when company-specific objective evidence of fair value exists for all of the undelivered elements of the arrangement, but does not exist for one or more of the delivered elements in the arrangement, Click2learn recognizes revenue under the residual method. Under the residual method, at the outset of the arrangement with a customer, Click2learn defers revenue for the fair value of its undelivered elements such as consulting services and product support and upgrades, and recognizes the revenue for the remainder of the arrangement fee attributable to the elements initially delivered, such as software licenses, when the criteria in SOP 97-2 have been met. Company-specific objective evidence is established for support and upgrades of standard products for which no installation or customization is required based upon the amounts Click2learn charges when support and upgrades are sold separately. For multiple element arrangements involving installation or customization, company-specific objective evidence is established for support and maintenance arrangements if its customers have an optional annual renewal rate specified in the arrangement and the rate is substantive. Company-specific objective evidence is established for consulting and installation services based on the hourly rates Click2learn charges for its employees when they are performing these services provided Click2learn has the ability to accurately estimate the hours required to complete a project based upon its experience with similar projects.

Professional services revenue is recognized from fixed price contracts as services are provided or by using the percentage-of-completion method of accounting, based on the ratio of labor costs incurred to the total estimated project cost, for individual fixed-price contracts. Provisions for any estimated losses on uncompleted contracts are made in the period in which such losses become evident. Professional services revenue from time and materials contracts and training services is recognized as revenue as services are performed.

Click2learn recognizes revenue from non-refundable minimum royalty agreements from distributors or resellers upon delivery of product to the distributor or reseller, provided no significant obligations remain outstanding and the conditions of SOP 97-2 have been met. If minimum royalties are exceeded, the additional royalties are recognized as revenue when earned, based on the contractual reporting obligations.

Revenue from subscription licenses, hosting agreements and support agreements is recognized on a straight-line basis over the life of the contract.

(e) Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted per share amounts reflect the weighted average

number of common and dilutive shares outstanding during the period. As Click2learn had a net loss in each of the periods presented, basic and diluted net loss per share are the same.

Excluded from the computation of diluted loss per share for the three and ~~six~~nine months ended ~~June~~ September 30, 2003 are options to acquire approximately 6,~~115~~010,~~810~~870 shares of common stock with a weighted average exercise price of $3.8173 and warrants to purchase 6,937,055 shares of common stock with a weighted average exercise price of $3.34 because their effects would be anti-dilutive. Options to acquire approximately 56,~~396~~161,~~505~~452 shares of common stock with a weighted average exercise price of $64.0272 and warrants to purchase 3,633,686 shares of common stock with a weighted exercise share price of $5.75 have been excluded from the computation of diluted earnings per share for the three and nine ~~six~~ months ended ~~June~~ September 30, 2002 because their effects would be anti-dilutive.

The change in common stock and additional paid-in capital reflects the ~~private placement to accredited investors of 7,460,000 shares of our common~~ stock ~~and~~option ~~warrants~~exercises ~~to purchase an additional 2,611,225 shares of our common stock on June 20, 2003~~ and stock purchase for the Employee Stock Purchase ~~Plan~~ Plan on ~~January~~ July 31, 2003.

(f) Derivative Financial Instruments

Click2learn had no derivative financial instruments outstanding at ~~June~~ September 30, 2003 or December 31, 2002.

(g) Comprehensive Loss and Accumulated Other Comprehensive Loss

The following table sets forth the components of comprehensive loss for the periods presented below (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Net loss	$	(~~826~~1,369	)	$	(47,~~221~~452	)	$	(13,~~681~~050	)	$	(917,~~905~~357	)
Foreign currency translation adjustment	66(27		)	83(27		)	~~126~~100			1(26		)
Total comprehensive loss	$	(~~760~~1,396	)	$	(47,~~138~~479	)	$	(12,~~555~~950	)	$	(917,~~904~~383	)

Accumulated other comprehensive loss at September ~~June~~ 30, 2003 and 2002 consists of foreign currency translation adjustments.

(h) Stock-Based Compensation

Click2learn applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related interpretations including Financial Accounting Standards Board Interpretation No. 44 (“FIN 44”), Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB 25, to account for its fixed-plan stock options. Under this method, compensation expense is recorded only if the current market price of the underlying stock exceeded the exercise price on the date of the grant. Statement of Financial Accounting Standards No. 123 (“SFAS 123”), Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS 123, Click2learn has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS 123. The following table illustrates the effect on net loss if the fair-value-based method had been applied to all outstanding and unvested awards in each period (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Net loss, as reported	$	(~~826~~1,369	)	$	(47,~~221~~452	)	$	(13,~~681~~050	)	$	(917,~~905~~357	)
Add stock-based employee compensation expenses included in reported net loss, net of tax	—			—			—			5
Deduct total stock-based employee compensation expense determined under fair-value-based method for all rewards, net of tax	$	(~~1,058~~944	)	$	(1,~~488~~239	)	$	(23,~~201~~145	)	$	(34,~~083~~322	)
Pro forma net loss	$	(12,~~884~~313	)	$	(58,~~709~~691	)	$	(36,~~882~~195	)	$	(1221,~~988~~674	)
Basic and diluted net loss per share:
As reported	$	(0.0304	)	$	(0.1730	)	$	(0.0711	)	$	(0.4071	)
Pro forma	$	(0.07	)	$	(0.2435	)	$	(0.1522	)	$	(0.5489	)

(i) New Accounting Policies

In November 2002, the EITF reached a consensus on Issue No. 00-21 (“EITF 00-21”), Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which the vendor will perform ~~multiple~~ multiple revenue generating activities. EITF 00-21 will be effective for periods beginning after June 15, 2003. The adoption of EITF 00-21 isdid not ~~expected to~~ have a material impact on Click2learn’s financial position and results of operations.

In January 2003, the ~~FASB~~ FASB issued Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in FIN 46. FIN 46 applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. ~~For~~ ~~public enterprises~~As ~~with~~amended aby FASB Staff Position (“FSP”) No. FIN 46-6, FIN 46 is effective for variable ~~interest~~interests in a variable interest entity created ~~before~~ before February 1, 2003, ~~FIN~~at ~~46 applies to that enterprise no later than~~ the ~~beginning~~end of the first interim or annual ~~reporting~~ period ~~beginning~~ending after ~~June~~ December 15, 2003. ~~The~~(the ~~application~~end of ~~FIN~~fiscal 462003, isDecember ~~not~~31, ~~expected~~2003 tofor ~~have a material effect on~~ Click2learn~~’s financial statements~~). ~~FIN~~Click2learn ~~46 requires certain disclosures in financial statements issued after January 31, 2003 if it~~ is ~~reasonably~~currently ~~possible~~reviewing ~~that~~the ~~Click2learn~~potential ~~will~~impact ~~consolidate~~of orFIN ~~disclose~~46 ~~information~~on ~~about~~its ~~variable~~consolidated ~~interest entities~~financial ~~when the Interpretation becomes effective~~statements. ~~Click2learn has no variable interest entities as of June 30, 2003.~~

In April 2003, the ~~FASB~~ FASB issued SFAS No. 149 (“SFAS No. 149”), Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and hedging relations ~~designated~~ designated after June 30, 2003, except for those provisions of SFAS No. 149, which relate to SFAS No. 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003. For those issues, the provisions that are currently in effect should continue to be applied in accordance with their respective effective dates. In addition, certain provisions of SFAS No. 149, which relate to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to both existing contracts and new contracts entered into after June 30, 2003. The adoption of SFAS No. 149 isdid not ~~expected to~~ have a material effect on Click2learn’s financial statements.

In May 2003, the FASB issued SFAS No. 150 (“SFAS No. 150”), Accounting for Certain Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within the scope of SFAS No. 150 as a liability. SFAS No. 150 is effective for financial instruments entered into or modified

after May 31, 2003, and otherwise is effective for ~~Click2learn~~ Click2learn beginning September 1, 2003. ~~The~~ The adoption of SFAS No. 150 isdid not ~~expected to~~ have a material effect on Click2learn’s financial statements.

~~NOTE~~In July 2003, the EITF reached a consensus on Issue 03-5 (“EITF 03-5”), Applicability of AICPA Statement of Position 97-2: ~~DISCONTINUED~~“Software ~~OPERATIONS~~Revenue Recognition” (SOP 97-2) to Non-Software Deliverables. The consensus was reached that non-software deliverables are included within the scope of SOP 97-2 if they are included in an arrangement that contains software that is essential to the non-software deliverables’ functionality. This consensus is effective at the beginning of the first interim period beginning after August 13, 2003. Click2learn does not expect the adoption of EITF 03-5 to have a material impact on its financial position or results of operations.

~~During~~In ~~January 2002~~July 2003, ~~Click2learn~~the ~~sold certain assets of its~~EITF ~~content~~reached ~~development business, including equipment and~~ a ~~customer~~consensus ~~list~~on toIssue ~~NIIT (USA),~~03-7 ~~Inc.~~ (“~~NIIT~~EITF 03-7”), ~~the~~Accounting ~~U.S.~~for ~~operations~~the Settlement of ~~NIIT~~the ~~Limited,~~Equity-Settled aPortion ~~global~~of ~~custom~~a ~~software~~Convertible ~~development~~Debt ~~firm,~~Instrument ~~under~~that anPermits ~~Asset~~or ~~Purchase~~Requires ~~agreement~~the ~~for~~Conversion $1Spread ~~million,~~to ~~resulting~~be Settled in aStock ~~gain~~(Instrument C of ~~$927~~EITF Issue No. 90-19,~~000~~ ~~based~~“Convertible onBonds with ~~the~~Issuer ~~book~~Option ~~value~~to ofSettle ~~those~~for ~~assets~~Cash upon Conversion”). The Asconsensus awas reached that upon ~~result~~settlement of ~~the~~a ~~transaction~~security with ~~NIIT,~~the ~~Click2learn~~characteristics ~~significantly~~of ~~reduced~~Instrument ~~the headcount~~C ofin ~~its~~Issue 90-19 ~~custom~~by ~~content~~payment ~~development~~of ~~business~~the ~~and~~accreted ~~closed~~value ~~certain facilities. During~~of the ~~third~~obligation ~~quarter~~(recognized ofliability) ~~2002,~~in ~~Click2learn~~cash ~~completed~~and ~~the~~settlement ~~discontinuation~~ of ~~its~~the ~~remaining~~conversion ~~custom~~spread ~~content~~(unrecognized equity ~~development~~instrument) ~~business~~with bystock, ~~early~~only ~~termination~~the ofcash ~~its~~payment ~~contract~~should tobe ~~develop~~considered ~~content for~~in the computation ~~Washington~~of ~~Army~~gain ~~National~~or ~~Guard.~~loss Ason ~~part~~extinguishment of the ~~negotiation~~recognized liability. That is, any shares transferred to ~~terminate~~settle the ~~contract,~~embedded ~~Click2learn~~equity ~~agreed~~instrument (referred to ~~forego~~as the ~~collection~~excess ofconversion ~~$4.5~~spread ~~million~~ in ~~accounts~~Issue ~~receivable~~90-19) would not be considered in the settlement of the debt component. ~~Results~~This ~~related~~consensus tois effective ~~its~~for ~~custom~~settlement ~~content~~transactions ~~development~~entered ~~business~~into ~~for~~on or after the ~~year~~beginning ~~ended~~of Click2learn’s ~~December 31~~first interim period beginning after August 13, ~~2002~~ ~~and~~2003. Click2learn ~~prior~~does ~~years~~not expect the adoption of EITF 03-7 to have ~~been~~a ~~reclassified~~material asimpact ~~income~~on ~~(loss)~~its ~~from~~financial ~~discontinued~~position or results of operations.

~~Summary operating results of the discontinued operations were as follows~~ (~~in thousands~~j): Reclassifications

	For the Three Months Ended June 30, 2002			For the Six Months Ended June 30, 2002
Revenues	$	27		$	248
Cost of revenues	$	(683	)	$	(2,243	)
Operating expenses	$	—		$	(1,583	)
Other income	$	—		$	927
Loss from discontinued operations	$	(656	)	$	(2,651	)

Amortization of purchased technology has been reclassified, as follows, from research and development costs to platform cost of revenue since it relates to products currently being sold by Click2learn:

NOTE 3: BANK CREDIT FACILITY

	For the three months ended September 30,				For the nine months ended September 30,
	2003		2002		2003		2002

Amortization of purchased technology	$	353	$	117	$	823	$	350

~~In December~~NOTE ~~2002, Click2learn~~ ~~consolidated its existing $4 million working capital line of credit and $1 million term loan facility with Silicon Valley Bank into a new $10 million working capital line.~~2: ~~Under~~DISCONTINUED the new facility Click2learn will continue to repay the remaining balance of the term loan in accordance with the original terms (monthly payments of $41,666.67 plus interest ending October 1, 2003), but the unpaid balance of the term loan will not be available under the line of credit. The term loan and the working capital line will bear interest at the greater of Silicon Valley Bank prime rate plus 2.25% or 7.0% and have minimum monthly interest of $8,500 per month regardless of the loan balances.OPERATIONS

~~The~~During ~~credit~~January ~~facility~~2002, isClick2learn ~~collateralized~~sold bycertain aassets of its content ~~security~~development ~~interest~~business, inincluding ~~all~~equipment ofand ~~Click2learn’s~~a ~~assets~~customer list to NIIT (USA), Inc. ~~Covenants~~ in(“NIIT”), the ~~loan~~U.S. ~~agreements~~operations ~~include~~of ~~restrictions~~NIIT onLimited, a global custom software ~~Click2learn’s~~development ~~ability~~firm, tounder ~~pay~~an ~~dividends~~Asset orPurchase ~~make~~agreement ~~other~~for ~~distributions~~$1 million, ~~make~~resulting ~~acquisitions~~in ora ~~investments~~gain of $927,000 ~~merge~~based oron ~~consolidate~~the ~~with~~book ~~others~~value orof ~~dispose~~those assets. As a result of ~~assets,~~the astransaction ~~well~~with asNIIT, ~~financial~~Click2learn ~~covenants~~significantly ~~limiting~~reduced the ~~amount~~headcount of its ~~net~~custom ~~losses~~content ~~during any~~development ~~three~~business ~~month~~and ~~period~~closed ~~and~~certain ~~requiring~~facilities. During the third quarter of 2002, Click2learn tocompleted ~~maintain~~the ~~certain~~discontinuation ~~levels~~of its remaining custom content development business by early termination of its contract to develop content ~~minimum~~for ~~tangible~~the ~~net~~Washington ~~worth~~Army National Guard. If ~~not~~As part of the negotiation to terminate ~~renewed~~the contract, ~~the~~Click2learn ~~working~~agreed ~~capital~~to ~~line~~forego ~~terminates~~the ~~and~~collection ~~any~~of ~~advances~~$4.5 ~~made~~million ~~are~~in accounts ~~due~~receivable. Results onrelated to its custom content development business for the year ended December 6 31, ~~2004~~2002 and prior years have been reclassified as income (loss) from discontinued operations.

Under the working capital line of credit, the principal amount of $2,757,000 was outstanding as of June 30, 2003. Borrowings outstanding under the term loan were $167,000 at June 30, 2003 all of which is repayable in 2003. As of June 30, 2003, Click2learn was in compliance with the loan’s covenants. Click2learn has a note payable of which $408,500 is current and reported as short term debt and $222,000 is reported as long-term debt. The total amount due under this note payable will be paid off during the three month period ended September 30, 2003. Aggregate short-term debt of $3.2 million at June 30, 2003 is presented net of debt discount of $133,000 attributable to the issuance of common stock warrants.10

10Summary operating results of the discontinued operations were as follows (in thousands):

NOTE 4: GUARANTEES

	For the Three Months Ended September 30, 2002			For the Nine Months Ended September 30, 2002
Revenues	$	—		$	248
Cost of revenues	$	(474	)	$	(2,717	)
Operating expenses	$	(4,475	)	$	(6,058	)
Other income	$	—		$	927
Loss from discontinued operations	$	(4,949	)	$	(7,600	)

~~Click2learn~~NOTE ~~adopted FIN 45 during the quarter ended December 31, 2002.~~3: InBANK ~~the~~CREDIT ordinary course of business, Click2learn is not subject to potential obligations under guarantees that fall within the scope of FIN 45 except for standard indemnification and warranty provisions that are contained within many of our customer license and service agreements, and give rise only to the disclosure requirements prescribed by FIN 45.FACILITY

~~Indemnification~~In December 2002, Click2learn consolidated ~~and~~its ~~warranty~~existing ~~provisions~~$4 ~~contained~~million ~~within~~working ~~our~~capital ~~customer~~line ~~license~~of credit and ~~service agreements~~$1 ~~are~~million ~~generally~~term ~~consistent~~loan facility with ~~those~~Silicon ~~prevalent~~Valley inBank ~~our~~into ~~industry~~a $10 million working capital line. ~~The~~Under ~~duration~~the facility Click2learn will continue to repay the remaining balance of ~~our~~the ~~product~~term ~~warranties~~loan in accordance with the original ~~generally~~terms ~~does~~(monthly ~~not~~payments ~~exceed~~of 90$41,666.67 ~~days~~plus interest ~~following~~ending ~~delivery~~October 1, 2003), but the unpaid balance of ~~our~~the ~~products. We~~term ~~have~~loan will not ~~incurred~~be ~~significant~~available ~~obligations~~ under ~~customer~~the ~~indemnification~~line orof ~~warranty~~credit. The ~~provision~~term ~~historically~~loan and dothe ~~not expect~~working tocapital ~~incur~~line ~~significant~~will ~~obligations~~bear ininterest at the greater ~~future. Accordingly,~~of weSilicon doValley ~~not~~Bank ~~maintain~~prime ~~accruals~~rate ~~for~~plus 2.25% or 7.0% and have minimum ~~potential~~monthly ~~customer~~interest ~~indemnification~~of or$8,500 ~~warranty-related~~per ~~obligations~~month regardless of the loan balances.

~~NOTE~~The 5:credit facility is collateralized by a security interest in all of Click2learn’s assets. ~~SEGMENT~~Covenants ~~INFORMATION~~in the loan agreements include restrictions on Click2learn’s ability to pay dividends or make other distributions, make acquisitions or investments, merge or consolidate with others or dispose of assets, as well as financial covenants limiting the amount of net losses during any three month period and requiring Click2learn to maintain certain levels of minimum tangible net worth. If not renewed, the working capital line terminates and any advances made are due on December 6, 2004.

~~Click2learn’s~~Under ~~internal reporting includes~~ the ~~three~~working ~~reportable~~capital line ~~segments: Platforms,~~of ~~Tools~~credit, ~~and~~the ~~Content~~principal ~~Services. Platforms~~amount ~~revenue~~of ~~includes software licenses~~$3,603,251 ~~subscription~~was ~~and~~outstanding ~~hosting~~as of ~~fees,~~September ~~implementation~~30, ~~customization,~~2003. Borrowings ~~consulting, training and support related~~outstanding tounder the ~~Aspen~~term ~~suite,~~loan ~~the~~were ~~Ingenium learning management system~~$41,667 ~~which~~at isSeptember ~~the precursor product to the Aspen Learning Management Server~~30, ~~and~~2003 ~~the~~all ~~e-Learning Network,~~of which is repayable noin ~~longer offered to new customers~~2003. As ~~Tools~~of ~~revenue~~September ~~includes~~30, ~~software licenses~~2003, ~~technical~~Click2learn ~~support~~was ~~and~~in ~~training~~compliance ~~related~~with to the ~~ToolBook~~loan’s ~~line of products~~covenants. ~~Content~~Aggregate ~~Services~~short-term ~~revenue includes~~debt ~~the placement~~ of ~~Click2learn~~$3.6 ~~personnel~~million at ~~customer~~September ~~sites~~30, on2003 ~~a time and~~is ~~material~~presented ~~basis,~~net ~~the~~of ~~resale~~debt discount of ~~third~~$111,000 ~~party~~attributable ~~off~~to the ~~shelf~~issuance ~~training content and license~~of ~~and~~common ~~hosting~~stock ~~fees for our Rapid e-Learning Development System, which is no longer offered to new customers~~warrants.

~~Click2learn’s~~NOTE ~~operating committee, which~~4: includes its Chief Executive Officer and Chief Financial Officer, has been identified as the Chief Operating Decision Maker (CODM) as it assesses the performance of the business units and decides how to allocate resources to the business units. Segment income is the measure of profit and loss that the CODM uses to assess performance and make decisions. Segment income represents revenue less cost of revenue incurred within the operating segments as presented in Click2learn’s consolidated statements of operations. Click2learn does not allocate operating expenses including research and development, sales and marketing, general and administrative, or amortization of goodwill to its operating segments. In addition, other income (expense) are also not allocated to operating segments.GUARANTEES

~~There~~Click2learn isadopted ~~no intersegment~~FIN ~~revenue~~45 during the quarter ended December 31, 2002. ~~Click2learn’s~~In the ordinary course of ~~CODM~~business, ~~does~~Click2learn is not ~~review~~subject ~~total~~to ~~assets~~potential orobligations ~~depreciation~~under ~~and~~guarantees that ~~amortization~~fall bywithin ~~operating segment. The~~the ~~accounting~~scope ~~policies~~of FIN 45 except for standard indemnification and ~~reported~~warranty ~~segments~~provisions that are ~~the~~contained ~~same~~within asmany ~~Click2learn~~of asour acustomer ~~whole~~license and service agreements, and give rise only to the disclosure requirements prescribed by FIN 45.

11Indemnification and warranty provisions contained within our customer license and service agreements are generally consistent with those prevalent in our industry. The duration of our product warranties generally does not exceed 90 days following delivery of our products. We have not incurred significant obligations under customer indemnification or warranty provision historically and do not expect to incur significant obligations in the future. Accordingly, we do not maintain accruals for potential customer indemnification or warranty-related obligations.

~~Revenues by geographic region which are based on the location of the customers are as follows (in thousands):~~11

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2003		2002		2003		2002
Revenue:
US	$	6,809	$	6,916	$	14,005	$	13,434
UK	835		111		1,224		480
Other	485		575		900		998
	$	8,129	$	7,602	$	16,129	$	14,912

NOTE 5: SEGMENT INFORMATION

~~Long~~Click2learn’s internal reporting includes the three reportable segments: Platforms, Tools, and Content Services. Platforms revenue includes software licenses, subscription and hosting fees, implementation, customization, consulting, training and support related to the Aspen suite, the Ingenium learning management system, which is the precursor product to the Aspen Learning Management Server, and the e-~~lived~~Learning ~~assets~~Network, bywhich ~~geographic~~is ~~location~~no longer ~~are~~offered asto ~~follows~~new ~~(in~~customers. ~~thousands):~~Tools revenue includes software licenses, technical support and training related to the ToolBook line of products. Content Services revenue includes the placement of Click2learn personnel at customer sites on a time and material basis, the resale of third party off the shelf training content and license and hosting fees for our Rapid e-Learning Development System, which is no longer offered to new customers.

	June 30, 2003		December 31, 2002
Long-lived assets
US	$	7,773	$	8,596
Other	228		131
	$	8,001	$	8,727

Click2learn’s operating committee, which includes its Chief Executive Officer and Chief Financial Officer, has been identified as the Chief Operating Decision Maker (CODM) as it assesses the performance of the business units and decides how to allocate resources to the business units. Segment income is the measure of profit and loss that the CODM uses to assess performance and make decisions. Segment income represents revenue less cost of revenue incurred within the operating segments as presented in Click2learn’s consolidated statements of operations. Click2learn does not allocate operating expenses including research and development, sales and marketing, general and administrative, or amortization of goodwill to its operating segments. In addition, other income (expense) are not allocated to operating segments.

~~Long-lived~~There ~~assets~~is ~~represent~~no ~~property,~~intersegment ~~plant,~~revenue. Click2learn’s CODM does not review total ~~and~~assets ~~equipment,~~or ~~goodwill~~depreciation and ~~other~~amortization ~~intangible~~by ~~assets,~~operating ~~net~~segment. The ofaccounting ~~accumulated~~policies for reported ~~depreciation~~segments ~~and~~are ~~amortization~~the same as Click2learn as a whole.

12Revenues by geographic region which are based on the location of the customers are as follows (in thousands):

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2003		2002		2003		2002
Revenue:
US	$	6,727	$	6,404	$	20,732	$	19,838
UK	323		56		1,548		538
Other	463		479		1,363		1,475
	$	7,513	$	6,939	$	23,643	$	21,851

~~This Quarterly Report includes “forward~~Long-~~looking~~lived ~~statements”~~assets ~~within~~by ~~the~~geographic ~~meaning~~location ofare the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as ~~they~~follows identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact we make (in ~~this~~ Quarterly Report are forward-looking. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our anticipated costs and expenses and revenue mix. Such forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “intend”, “believe” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to those discussed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors That May Affect Future Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.thousands):

Overview

	September 30, 2003		December 31, 2002
Long-lived assets:
US	$	7,204	$	8,596
Other	236		131
	$	7,440	$	8,727

WeLong-lived ~~are~~assets arepresent ~~leading~~property, ~~developer and provider of enterprise learning solutions for companies~~plant, ~~government agencies~~ and ~~educational~~ ~~institutions. We design~~equipment, ~~develop,~~goodwill ~~market, license~~ and ~~support~~other anintangible ~~integrated suite of enterprise software products and related services that allow our customers to cost-effectively create~~assets, ~~personalize~~net ~~and manage the delivery~~ of ~~learning~~ ~~and knowledge content. Our flagship product, the Aspen Enterprise~~accumulated ~~Productivity~~depreciation ~~Suite, combines collaborative content development, comprehensive learning management~~ and ~~virtual classroom systems into a single, integrated product suite with a unified architecture and user experience~~amortization. We provide our products and services to customers across a broad range of industries including financial services, accounting, healthcare, insurance, technology, manufacturing, telecommunications, transportation, utilities, government and education.

~~We report revenue in three separate categories related to the different components of our business:~~12

~~• Platforms~~NOTE ~~revenue~~6: SUBSEQUENT includes software licenses, subscription and hosting fees, implementation, customization, consulting, training and support related to the Aspen suite, our Ingenium learning management system, which is the precursor product to the Aspen Learning Management Server, and our e-Learning Network, which is no longer offered to new customers.EVENTS

~~• Tools~~On ~~revenue~~October ~~includes~~20, ~~software~~2003, ~~licenses~~Click2learn entered into an Agreement and Plan of Reorganization with Docent, Inc, which was approved by ~~technical~~Click2learn’s ~~support~~board of directors. Under the terms of the agreement, Click2learn and ~~training~~Docent ~~related~~will be acquired by a new corporate entity. Stockholders of Click2learn will receive 0.4144 shares in the new company for each common share held on the closing date or approximately 52% of the total outstanding common stock of the new company, without taking into account the exercise of options prior to ~~our~~the ~~ToolBook~~closing ~~line~~date. Stockholders of Docent will receive .9525 shares of ~~products~~common stock in the new company for each common share held on the closing date, or approximately 48% of the total outstanding common stock of the new company, without taking into account the exercise of options prior to the closing date. Outstanding options and warrants will be converted into options and warrants for the purchase of shares in the new corporation in accordance with the same exchange ratio. The transaction is anticipated to be a tax-free reorganization and/or a tax-free exchange for income tax purposes. The consummation of the merger is subject to the approval of Click2learn’s stockholders and the stockholders of Docent and other customary closing conditions.

• Content Services revenue includes the placement of Click2learn personnel at customer sites on a time and material basis, the resale of third party off the shelf training content and license and hosting fees for our Rapid e-Learning Development System, which is no longer offered to new customers. During 2002 we discontinued our custom content development business, which had been the primary source of revenue from Content Services in prior years. Prior year’s revenue and expenses for this portion of the business have been reclassified as income or loss from discontinued operations.13

~~Critical~~Item 2. Management’s Discussion and Analysis of ~~Accounting~~Financial ~~Policies~~Condition and ~~Estimates~~Results of Operations

This Quarterly Report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact we make in this Quarterly Report are forward-looking. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our anticipated costs and expenses and revenue mix. Such forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “intend”, “believe” and similar language. Our actual ~~critical~~results ~~accounting~~may ~~policies~~differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to those discussed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors That ~~estimates~~May Affect Future Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as ~~follows:~~of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

~~• Revenue recognition~~Overview

~~• Estimating~~We ~~allowances~~are a leading developer and provider of enterprise learning solutions for ~~sales~~companies, ~~returns~~government agencies and educational institutions. We design, develop, market, license and support an integrated suite of enterprise software products and related services that allow our customers to cost-effectively create, personalize and manage the ~~allowance~~delivery ~~for~~of ~~doubtful~~learning ~~accounts~~and knowledge content. Our flagship product, the Aspen Enterprise Productivity Suite, combines collaborative content development, comprehensive learning management and virtual classroom systems into a single, integrated product suite with a unified architecture and user experience. We provide our products and services to customers across a broad range of industries including financial services, accounting, healthcare, insurance, technology, manufacturing, telecommunications, transportation, utilities, government and education.

13We report revenue in three separate categories related to the different components of our business:

• ~~Valuation~~ Platforms ofrevenue ~~goodwill~~includes software licenses, subscription and hosting fees, implementation, customization, consulting, training and support related to the Aspen suite, our Ingenium learning management system, which is the precursor product to the Aspen Learning Management Server, and our e-Learning Network, which is no longer offered to new customers.

• ~~Valuation~~ Tools ofrevenue ~~long-lived~~includes ~~assets~~software licenses, technical support and training related to our ToolBook line of products.

~~Revenue~~• Content ~~Recognition.~~Services ~~We recognize~~ revenue ~~pursuant~~includes to the ~~requirements~~placement of ~~Statement~~Click2learn ofpersonnel ~~Position~~at ~~No.~~customer ~~97-2,~~sites ~~Software Revenue~~on ~~Recognition~~a ~~(“SOP~~time ~~97-2”)~~and material basis, asthe resale ~~amended~~of bythird ~~Statement~~party ~~of Position~~off ~~No.~~the ~~98-9,~~shelf ~~Software~~training ~~Revenue Recognition~~content ~~with~~and ~~Respect~~license toand ~~Certain~~hosting fees ~~Arrangements.~~for ~~Under~~our ~~SOP~~Rapid 97e-~~2, revenue~~Learning ~~attributable~~Development toSystem, anwhich ~~element~~is inno alonger ~~customer~~offered ~~arrangement~~to new iscustomers. During ~~recognized~~2002 ~~when~~we ~~persuasive~~discontinued ~~evidence~~our ofcustom ancontent ~~arrangement~~development ~~exists~~business, ~~and~~which ~~delivery~~had ~~has~~been ~~occurred,~~the ~~provided~~primary ~~the~~source ~~fee~~of isrevenue ~~fixed~~from orContent ~~determinable,~~Services ~~collectibility~~in isprior ~~probable~~years. Prior year’s revenue and ~~the~~expenses for this ~~arrangement~~portion ~~does~~of ~~not~~the ~~require~~business ~~significant~~have ~~customization~~been ofreclassified ~~the~~as ~~software~~income or loss from discontinued operations.

ForRecent all sales, we use either a binding purchase order or signed agreement, depending on the nature of the transaction, as evidence of an arrangement. Sales through our significant resellers are evidenced by a master agreement governing the relationship.Developments

~~For~~On ~~software~~October ~~license~~20, ~~fees~~2003, inwe ~~single~~announced ~~element~~an ~~arrangements~~agreement ~~and~~to ~~multiple~~combine ~~element~~with ~~arrangements~~Docent, ~~which~~Inc. do(“Docent”) ~~not~~in ~~include customization~~a ormerger ~~consulting~~of ~~services,~~equals ~~delivery~~transaction. The ~~typically~~proposed transaction is ~~deemed~~anticipated to close ~~occur~~in the first quarter of 2004. The ~~when~~announcement of the ~~product~~transaction isand ~~shipped~~our actions taken in preparing for the submission of the transaction to ~~customers.~~the stockholders and in planning for the integration with Docent may impact our results of

At the time of each transaction, we assess whether the fee associated with our revenue is fixed and determinable and whether or not collection is probable. We assess whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after our normal payment terms, based upon a variable matrix such as a minimum level of distribution or subject to refund (other than refunds for warranty claims or our uncured defaults), we account for the fee as not being fixed and determinable. In these cases, we defer revenue and recognize it when it becomes due and payable.14

Weoperations ~~assess~~and ~~the~~liquidity ~~probability~~in offuture periods. For ~~collection~~more ~~based~~information on the proposed merger see “Other Information” on apage ~~number~~32 ofand ~~factors,~~for ~~including~~more ~~past~~information ~~transaction~~on the ~~history~~risks associated with the ~~customer~~merger agreement see “Factors That May Affect ~~and~~Future Results of Operations” on page 22. In connection with the ~~current~~proposed ~~financial~~merger, ~~condition~~Docent ofand we expect to file a joint proxy statement/prospectus with the ~~customer~~Securities and Exchange Commission. The Wejoint doproxy ~~not~~statement/prospectus ~~request~~will be ~~collateral~~mailed ~~from~~to all holders of our ~~customers.~~stock Ifand wewill ~~determine~~contain atimportant information about us, Docent and the ~~time~~proposed oftransaction, risks relating to the transaction and ~~that~~the ~~collection~~combined ofcompany, aand ~~fee~~related ismatters. We ~~not~~urge ~~probable,~~all weof ~~defer~~our ~~revenue~~stockholders ~~until~~to ~~payment~~read isthe joint proxy ~~received~~statement/prospectus when it becomes available.

ForCritical multipleAccounting elementPolicies arrangements, when company-specific objective evidence of fair value exists for all of the undelivered elements of the arrangement, but does not exist for one or more of the delivered elements in the arrangement, we recognize revenue under the residual method. Under the residual method, at the outset of the arrangement with a customer, we defer revenue for the fair value of its undelivered elements such as consulting services and product support and upgrades, and recognize the revenue for the remainder of the arrangement fee attributable to the elements initially delivered, such as software licenses, when the criteria in SOP 97-2 have been met. Company-specific objective evidence is established for support and upgrades of standard products for which no installation or customization is required based upon the amounts we charge when support and upgrades are sold separately. For multiple element arrangements involving installation or customization, company-specific objective evidence is established for support and maintenance arrangements if our customers have an optional annual renewal rate specified in the arrangement and the rate is substantive. Company-specific objective evidence is established for consulting and installation services based on the hourly rates we charge for our employees when they are performing these services provided we have the ability to accurately estimate the hours required to complete a project based upon our experience with similar projects.Estimates

~~Professional~~Our ~~services~~critical ~~revenue is recognized from fixed price contracts as services are provided or by using the percentage-of-completion method of~~ accounting, ~~based~~policies ~~on the ratio of labor~~and ~~costs~~estimates ~~incurred to the total estimated project cost, for individual fixed-price contracts. Provisions for any estimated losses on uncompleted contracts~~ are ~~made~~ ~~in the period in which such losses become evident. Professional services revenue from time and materials contracts and training services is recognized~~ as ~~revenue as services are performed.~~follows:

14• Revenue recognition

We• Estimating ~~recognize~~allowances ~~revenue~~for ~~from~~sales ~~non-refundable minimum~~returns ~~royalty agreements from distributors or resellers upon delivery of product to the distributor or reseller, provided no significant obligations remain outstanding~~ and the ~~conditions of SOP 97-2 have been met. If minimum royalties are exceeded, the~~ ~~additional~~allowance ~~royalties~~for ~~are~~doubtful ~~recognized as revenue when earned, based on the contractual reporting obligations.~~accounts

~~Revenue~~• Valuation ~~from subscription licenses, hosting agreements and support agreements is recognized on a straight-line basis over the life~~ of ~~the contract.~~goodwill

~~Allowances~~• Valuation ~~for Sales Returns and Doubtful Accounts. The preparation~~ of financial statements requires us to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Specifically, we must make estimates of future product returns related to current period product revenue. We analyze historical returns, current economic trends, and changes in customer demand and acceptance of our products when evaluating the adequacy of the sales returns and other allowances. Significant judgments and estimates must be made and used in connection with establishing reserves for sales returns and the allowance for doubtful accounts in any accounting period. Material differences may result in the amount and timing of our revenue for any period if we made different judgments or utilized different estimates. Similarly, we must make estimates of the uncollectability of our accounts receivable. We specifically analyze accounts receivable greater than 90 days and analyze historical bad debts, customer concentrations, customer creditlong-~~worthiness~~lived ~~and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.~~assets

~~Valuation~~Revenue ~~of Goodwill~~Recognition. We ~~assess~~recognize ~~the~~revenue ~~impairment~~pursuant ~~of goodwill on an annual basis or whenever events or changes in circumstances indicate the fair value of a reporting unit~~ to which goodwill relates is less than its carrying value. Factors we consider important which could trigger an impairment review include poor economic performance relative to expected historical or projected future operating results, significant negative industry, economic or company specific trends and changes in the ~~manner~~ requirements of ~~our~~Statement ~~use~~ of ~~the~~Position ~~assets or the plans for our business~~No. If97-2, ~~we were to determine that the fair value of a reporting unit was~~Software ~~less~~Revenue ~~than~~Recognition ~~its~~(“SOP ~~carrying value~~97-2”), ~~including~~as ~~goodwill~~amended ~~based~~by ~~upon~~Statement ~~the annual test or~~of ~~the~~Position ~~existence~~No. ~~of one or more of the above indicators of impairment~~98-9, ~~then~~Software weRevenue ~~would~~Recognition ~~measure impairment based on a comparison of the implied fair value of reporting unit goodwill~~ with ~~the~~Respect ~~carrying~~to ~~amount~~Certain ~~of goodwill~~Arrangements. ~~The~~Under ~~implied~~SOP ~~fair~~97-2, ~~value~~revenue ofattributable ~~goodwill~~to isan ~~determined~~element byin ~~allocating the fair value of~~ a ~~reporting unit~~customer toarrangement ~~its~~is ~~assets (~~recognized ~~and unrecognized) and liabilities in a manner~~when ~~similar~~persuasive toevidence aof ~~purchase~~an ~~price~~arrangement ~~allocation.~~exists ~~The~~and ~~residual~~delivery ~~fair~~has ~~value after this~~occurred, ~~allocation~~provided is the ~~implied~~fee ~~fair~~is ~~value~~fixed ofor ~~reporting~~determinable, ~~unit~~collectibility ~~goodwill. To the extent the carrying amount of reporting unit goodwill~~ is ~~greater~~probable ~~than~~and the ~~implied fair~~ ~~value~~arrangement ofdoes ~~reporting~~not ~~unit~~require ~~goodwill,~~significant wecustomization ~~would~~of ~~record an impairment charge for~~ the ~~difference~~ software.

~~Valuation~~For ofall ~~Long~~sales, ~~Lived~~we ~~Assets. SFAS~~use ~~144~~either ~~provides~~ a ~~single accounting model~~binding ~~for~~purchase ~~disposal~~order of long-lived assets. SFAS 144 also changes the criteria for classifying an asset as held for sale and broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such operations. We adopted SFAS 144 on January 1, 2002. The adoption of SFAS 144 did not affect our consolidated financial position or ~~results~~ ofsigned ~~operations as of January 1~~agreement, ~~2002. The~~depending ~~broadened~~on ~~definition of discontinued operations with SFAS 144 has affected~~ the ~~presentation~~nature ~~and disclosure~~ of ~~our results of operations for~~ the ~~year ended 2002 and prior years presented for comparison. In accordance with SFAS 144~~transaction, ~~we review long-lived assets, such~~ as ~~property,~~evidence ~~plant, and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount~~ of an ~~asset may not be recoverable~~arrangement. WeSales ~~measure~~through ~~recoverability~~our ofsignificant ~~assets~~resellers ~~to be~~are ~~held~~evidenced ~~and used~~ by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, we recognize an impairment charge as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a ~~disposal~~master ~~group~~agreement ~~classified~~governing ~~as held for sale would be presented separately in~~ the ~~appropriate asset and liability sections of the balance sheet~~relationship.

15For software license fees in single element arrangements and multiple element arrangements, which do not include customization or consulting services, delivery typically is deemed to occur when the product is shipped to customers.

~~Results~~At the time of ~~Operations~~each ~~for~~transaction, we assess whether the ~~Three~~fee associated with our revenue is fixed and ~~Six~~determinable ~~Months~~and whether ~~Ended~~or ~~June~~not 30collection is probable. We assess whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after our normal payment terms, ~~2003~~based ~~Compared~~upon a variable matrix such as a minimum level of distribution or subject to refund (other than refunds for warranty claims or our uncured defaults), we account for the ~~Three~~fee ~~and~~as ~~Six~~not ~~Months~~being ~~Ended~~fixed ~~June~~and 30determinable. In these cases, ~~2002~~we defer revenue and recognize it when it becomes due and payable.

InWe ~~accordance with~~assess ~~Statement of Financial Accounting Standards No. 144, Accounting for~~ the ~~Impairment~~probability ~~and Disposal~~ of ~~Long-lived~~ ~~Assets,~~collection ~~the financial statements and management’s~~based ~~discussion~~on ~~and~~a ~~analysis~~number ~~present~~of ~~results~~factors, ~~from~~including ~~continuing~~past ~~operations~~transaction history with ~~revenue~~the customer and ~~expenses~~the ~~related~~current tofinancial ~~our~~condition ~~discontinued~~of ~~custom~~the ~~content~~customer. ~~development~~We ~~business~~do asnot request ~~loss~~collateral from ~~discontinued~~our ~~operations~~customers. ~~See “Loss~~ ~~from~~If ~~Discontinued~~we ~~Operations”~~determine ~~for~~at ~~additional information regarding~~ the ~~discontinuance~~ time of the ~~custom~~transaction that ~~content~~collection ~~development business and the amount~~ of ~~revenue~~ ~~and~~a ~~costs~~fee ~~that~~is ~~have~~not ~~been~~probable, ~~reclassified~~we todefer ~~loss~~revenue ~~from~~until ~~discontinued~~payment is ~~operations~~received.

~~Revenue.~~ For ~~the~~multiple ~~three~~element ~~and~~arrangements, ~~six~~when company-~~month~~specific ~~periods~~objective ~~ended~~evidence of fair value exists for all of the ~~June 30,~~undelivered ~~2003~~elements ~~total~~of ~~revenue~~the ~~increased~~arrangement, 7%but ~~and~~does 8%not toexist ~~$8.1~~for ~~million~~one ~~and~~or ~~$16.1~~more of ~~million~~the asdelivered ~~compared~~elements toin ~~$7.6~~the ~~million~~arrangement, ~~and~~we ~~$14~~recognize revenue under the residual method.9 ~~million~~Under ~~for~~the residual method, at the ~~same~~outset ~~periods~~of the arrangement ~~ended~~with ~~June 30~~a customer, ~~2002. The~~we ~~increase in~~defer revenue isfor ~~attributed~~the tofair value of its undelivered elements such as consulting services and product support and upgrades, and recognize the revenue ~~growth~~for ~~from~~the remainder of the ~~Platforms~~arrangement ~~category~~fee ~~offset~~attributable to bythe ~~declining~~elements ~~revenue~~initially ~~from~~delivered, such as software licenses, when the ~~Tools~~criteria in ~~and~~SOP ~~Content~~97-2 ~~Services~~have ~~categories~~been met. Company-specific objective evidence is established for support and upgrades of standard products for which no installation or customization is required based

Platforms revenue grew 25% and 23% to $6.9 million and $13.4 million for the three and six-month periods ended June 30, 2003 as compared to $5.5 million and $10.9 million for the comparable periods ended June 30, 2002. This growth is attributable to existing clients purchasing additional Aspen licenses or services as well as new clients purchasing initial Aspen licenses and services. We believe that future growth in total revenue is dependant on continuing to increase Platforms revenue.15

~~Tools~~upon ~~revenue~~the ~~declined~~amounts ~~37%~~we ~~and~~charge ~~38%~~when tosupport ~~$784,000~~ and upgrades $1are sold separately.6 ~~million~~For ~~for~~multiple ~~the~~element arrangements involving ~~three~~installation ~~and~~or ~~six~~customization, company-~~month~~specific ~~periods~~objective ~~ended~~evidence ~~June 30,~~is established ~~2003~~for assupport ~~compared~~and tomaintenance ~~$1.2~~arrangements ~~million~~if our customers have an ~~and~~optional ~~$2.5~~annual ~~million~~renewal ~~for~~rate specified in the ~~periods~~arrangement ~~ended~~and ~~June 30,~~the ~~2002~~rate is substantive. ~~Although~~ weCompany-specific ~~recently~~objective ~~increased~~evidence ~~our~~is ~~research~~established for consulting and ~~development~~installation ~~investment~~services inbased on the ~~ToolBook~~hourly ~~line~~rates towe ~~create~~charge afor ~~new~~our ~~version~~employees ~~release,~~when they are performing these services provided we ~~expect~~have ~~Tools~~the ~~revenue~~ability to accurately ~~remain~~estimate atthe ~~current~~hours ~~levels~~required or to ~~decline~~complete ~~over~~a project based upon our ~~the~~experience ~~next~~with ~~six~~similar ~~months~~projects.

~~Content~~Professional ~~Services~~services revenue ~~declined~~is ~~44%~~recognized from ~~and~~fixed ~~22%~~price tocontracts ~~$474,000~~as ~~and~~services ~~$1.1 million~~are ~~for~~provided ~~the~~or ~~three~~by ~~and~~using ~~six~~the percentage-~~month~~of-completion ~~periods~~method ~~ended~~of ~~June 30~~accounting, ~~2003~~based ~~as compared~~on tothe ~~$848,000~~ratio ~~and~~of ~~$1.5~~labor costs ~~million~~incurred ~~for~~to the ~~periods~~total ~~ended~~estimated ~~June 30~~project cost, ~~2002. Current~~ ~~Content~~for ~~Services~~individual ~~revenue~~fixed-price iscontracts. ~~derived~~Provisions ~~primarily~~for ~~from~~any ~~the~~estimated ~~placement~~losses ofon ~~temporary~~uncompleted ~~personnel~~contracts ~~at our clients’~~are ~~locations~~made onin ~~an hourly basis. Due to~~ the ~~economic~~period ~~downturn,~~in ~~demand~~which ~~for~~such ~~temporary~~losses ~~labor~~become ~~resources is down~~evident. We ~~believe~~Professional ~~that~~services revenue ~~Content~~from ~~Services~~time ~~revenue will~~and ~~remain~~materials atcontracts ~~current~~and ~~levels~~training orservices ~~decline~~is ~~over~~recognized as ~~the~~revenue ~~next~~as ~~six~~services ~~months~~are performed.

~~Cost~~We ofrecognize ~~Revenue. For~~revenue ~~the~~from ~~three and six~~non-~~month periods ended~~refundable ~~June 30,~~minimum ~~2003~~royalty ~~total~~agreements ~~cost~~from ofdistributors ~~revenue~~or ~~decreased~~resellers ~~15%~~upon ~~and~~delivery ~~14%~~of product to ~~$2.1~~the ~~million and~~distributor ~~$4.3~~or ~~million~~reseller, asprovided ~~compared~~no tosignificant ~~$2.4~~obligations remain ~~million~~outstanding and ~~$5.0~~the ~~million~~conditions ~~for~~of ~~the~~SOP ~~same periods~~97-2 ~~ended~~have ~~June 30,~~been ~~2002~~met. ~~The decrease~~If isminimum ~~primarily~~royalties ~~due~~are toexceeded, ~~lower~~the additional ~~costs~~royalties asare arecognized ~~percentage~~as of revenue ~~related~~when ~~to our~~earned, ~~Platform~~based ~~revenue~~on ~~and declines in Tools and Content Services costs as a~~the ~~result~~contractual ofreporting ~~lower revenue over these periods~~obligations.

~~Platform~~Revenue ~~cost~~from ofsubscription ~~revenue~~licenses, ~~was unchanged at $1.5 million and $3.1 million~~hosting ~~for~~agreements ~~the three~~ and ~~six-month~~support ~~periods~~agreements ~~ended~~is ~~June 30,~~recognized ~~2003~~on ~~and June 30, 2002. Platform cost of revenue as~~ a ~~percentage~~ ~~of Platform revenue was 21% and 23% for the three and six~~straight-~~month periods~~line ~~ended~~basis ~~June 30, 2003 down from 27% and 28% for~~ over the ~~same~~life ~~periods ended June 30, 2002. The decline as a percentage~~ of ~~revenue is due to reduced labor costs on~~ the ~~services portion of Platform revenue resulting from performing some of this work using our operations in Hyderabad, India where comparable labor rates are lower~~contract.

~~Tools~~Allowances ~~cost~~for Sales Returns and Doubtful Accounts. The preparation of ~~revenue~~financial ~~declined~~statements ~~53%~~requires us to make estimates and assumptions ~~62%~~that toaffect ~~$133,000~~the reported amount of assets and ~~$258,000~~disclosure ~~for~~of contingent assets and liabilities at the ~~three~~date of the financial statements and the ~~six-month~~reported ~~periods~~amounts ~~ended~~of ~~June 30~~revenue and expenses during the reported period. Specifically, ~~2003~~we asmust ~~compared~~make estimates of future product returns related to ~~$287~~current period product revenue. We analyze historical returns,~~000~~ ~~and~~current ~~$682~~economic trends,~~000~~ and changes in customer demand and acceptance of our products when evaluating the adequacy of the sales returns and other allowances. Significant judgments and estimates must be made and used in connection with establishing reserves for sales returns and the ~~same~~allowance ~~period~~for ~~ended~~doubtful ~~June 30,~~accounts ~~2002~~in any accounting period. ~~The~~ ~~decline~~Material isdifferences amay result ofin ~~lower~~the ~~Tools~~amount and timing of our revenue for any period if we made different judgments or utilized different estimates. Similarly, we must make estimates of the uncollectability of our accounts receivable. We specifically analyze accounts receivable greater than 90 days and analyze historical bad debts, customer concentrations, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.

16Valuation of Goodwill. We assess the impairment of goodwill on an annual basis or whenever events or changes in circumstances indicate the fair value of a reporting unit to which goodwill relates is less than its carrying value. Factors we consider important which could trigger an impairment review include poor economic performance relative to expected historical or projected future operating results, significant negative industry, economic or company specific trends and changes in the manner of our use of the assets or the plans for our business. If we were to determine that the fair value of a reporting unit was less than its carrying value, including goodwill based upon the annual test or the existence of one or more of the above indicators of impairment, then we would measure impairment based on a comparison of the implied fair value of reporting unit goodwill with the carrying amount of goodwill. The implied fair value of goodwill is determined by allocating the fair value of a reporting unit to its assets (recognized and unrecognized) and liabilities in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of reporting unit goodwill. To the extent the carrying amount of reporting unit goodwill is greater than the implied fair value of reporting unit goodwill, we would record an impairment charge for the difference.

~~Content~~Valuation ~~Services cost~~ of ~~revenue~~Long ~~declined~~Lived ~~32%~~Assets. SFAS ~~and~~144 ~~22%~~provides toa ~~$445,000~~single ~~and~~accounting model $1for ~~million~~disposal ~~for~~of ~~the~~long-lived ~~three~~assets. ~~and~~SFAS ~~six-month~~144 ~~periods~~also ~~ended~~changes ~~June 30,~~the ~~2003~~criteria asfor ~~compared~~classifying toan ~~$652,000~~asset ~~and~~as ~~$1.3~~held ~~million~~ for sale and broadens the ~~same~~scope ~~period~~of ~~ended~~businesses ~~June 30,~~to ~~2002. The~~be ~~decline~~disposed isof athat ~~result~~qualify offor ~~lower Content~~reporting ~~Services~~as ~~revenue.~~discontinued operations and changes

~~Operating Expenses~~16

~~Research~~the ~~and~~timing ~~Development. For~~of ~~the~~recognizing ~~three~~losses ~~and~~on ~~six-month~~such ~~periods~~operations. ~~ended~~We adopted SFAS ~~June~~144 on January 301, ~~2003~~2002. The adoption ~~total~~of ~~cost~~SFAS ~~declined~~144 ~~20%~~did ~~and~~not ~~28%~~affect toour ~~$1.9~~consolidated ~~million~~financial ~~and~~position ~~$3.4~~or ~~million~~results of operations as ~~compared~~of toJanuary $21, 2002.4 The ~~million~~broadened definition of discontinued operations with SFAS 144 has affected the presentation and ~~$4.7~~disclosure ~~million~~of our results of operations for the year ~~same~~ended ~~periods~~2002 ~~ended~~and prior years presented for comparison. In accordance with ~~June 30~~SFAS 144, ~~2002. The~~we ~~decline~~review islong-lived aassets, such as property, plant, and equipment, ~~result~~and ofpurchased ~~cost~~intangibles ~~cutting~~subject ~~measures~~to ~~taken~~amortization, for impairment whenever events or changes in circumstances indicate that the ~~second~~carrying ~~half~~amount of ~~2002~~an asset ~~that~~may ~~resulted in~~not ~~lower~~be ~~headcount~~recoverable. inWe ~~the~~measure ~~United~~recoverability ~~States~~of assets to be held and used by comparing the ~~establishment~~carrying amount of ~~research~~an ~~and~~asset to estimated undiscounted ~~development~~future ~~operations~~cash inflows ~~Hyderabad,~~expected ~~India~~to ~~where~~be ~~labor~~generated ~~costs~~by ~~are~~the ~~lower~~asset. ~~than~~If inthe carrying amount of an asset exceeds its estimated future cash flows, we recognize an impairment charge as the ~~United~~amount ~~States.~~by Wewhich ~~anticipate~~the ~~that~~carrying ~~research~~amount ~~and~~of ~~development~~the ~~costs~~asset ~~will~~exceeds the fair ~~increase~~value ~~during~~of ~~2003~~the asasset. aAssets ~~result~~to be disposed of anwould ~~increase~~be separately presented in the ~~amortization~~balance ~~costs~~sheet ~~related~~and reported at the lower of the carrying amount or fair value less costs to ~~acquired~~sell, ~~technology~~and are no longer depreciated. The assets and ~~increased~~liabilities ~~staffing~~of ~~necessary~~a disposal group classified as held for ~~upcoming~~sale ~~releases~~would be presented separately in the appropriate asset and liability sections of the ~~Aspen~~balance ~~platform~~sheet.

SalesResults andof Marketing. ForOperations for the threeThree and six-monthNine periodsMonths ended June Ended September 30, 2003 totalCompared cost declined 28% and 23% to $3.5the millionThree and $7.2Nine million asMonths comparedEnded toSeptember $4.8 million and $9.3 million for the same periods ended June 30, 2002. The decline is a result of cost cutting measures taken in the second half of 2002 that resulted in lower sales and marketing headcount as well as reduced advertising costs over the comparable periods.

~~General~~In ~~and~~accordance ~~Administrative~~with Statement of Financial Accounting Standards No. ~~For~~ 144, Accounting for the ~~three~~Impairment and ~~six-month~~Disposal ~~periods~~of ~~ended June 30~~Long-lived Assets, ~~2003~~the ~~total~~financial statements ~~cost~~and ~~declined~~management’s 2%discussion and 9%analysis topresent ~~$1.4~~results ~~million~~from continuing operations with revenue and ~~$2.8~~expenses related to our discontinued ~~million~~custom content development business as ~~compared~~loss tofrom $1discontinued operations.4 See ~~million~~“Loss ~~and~~from ~~$3.0~~Discontinued ~~million~~Operations” for additional information regarding the ~~same~~discontinuance ~~periods~~of ~~ended~~the custom content ~~June 30,~~development ~~2002. The~~business ~~decline~~and isthe ~~a result~~amount of ~~lower~~revenue ~~headcount~~and incosts ~~2003~~that have been reclassified to loss from discontinued operations.

~~Other Income (Expense)~~Revenue. For the three and ~~six~~nine-~~months~~month periods ended ~~June~~ September 30, 2003 ~~other~~total ~~expenses~~revenue ~~were~~increased 8% in each period to $~~46,000~~7.5 million and $~~93,000~~23. ~~These~~6 ~~amounts~~million ~~are~~as ~~primarily~~compared ~~interest~~to ~~on borrowing~~$6.9 ~~from~~million ~~Silicon~~and ~~Valley Bank~~$21. ~~For~~9 ~~the~~million ~~same~~for the comparable periods ended ~~June~~ September 30, 2002. The increase in revenue is attributed to revenue growth from the ~~company~~Platforms category ~~did~~offset ~~not~~by ~~have~~declining ~~any~~revenue ~~material~~from ~~other~~the ~~income~~Tools orand ~~expenses~~Content Services categories.

~~Equity~~Platforms ~~in Losses~~revenue ofgrew ~~Affiliate. Losses~~22% ~~from~~in ~~affiliates~~each ~~relate~~period to ~~our~~$6.4 ~~joint venture~~million ~~with~~and ~~Softbank~~$19.9 million infor ~~Japan,~~the ~~Click2learn~~three ~~Japan~~and ~~KK. We~~nine-month ~~use~~periods ~~the~~ended ~~equity~~September ~~method~~30, of2003 ~~accounting~~as compared ~~whereby~~to we$5.3 ~~record~~million ~~our ownership~~and ~~portion~~$16.2 ofmillion for the ~~joint~~comparable ~~ventures~~periods ~~net~~ended September ~~income~~30, ~~or loss~~2002. ~~For~~This ~~the~~growth ~~three~~is attributable ~~and~~to ~~six~~existing ~~month~~clients ~~periods~~purchasing ~~ended~~additional Aspen licenses or ~~June 30,~~services ~~2003~~as ~~our~~well ~~losses~~as ~~from~~new ~~affiliates~~clients ~~were~~purchasing ~~$25,000~~initial Aspen licenses and services. ~~$50,000~~We ~~compared~~believe tothat ~~$75,000~~future ~~and~~growth ~~$150,000~~in ~~for~~total ~~the~~revenue ~~periods~~is ~~ended~~dependent ~~June 30,~~on ~~2002~~continuing to increase Platforms revenue.

~~Loss~~Tools ~~from Discontinued~~revenue ~~Operations. In~~declined ~~2003~~26% weand ~~have~~34% ~~not~~to ~~had~~$672,000 ~~losses from~~and ~~discontinued operations~~$2. ~~For~~2 million for the three and ~~six~~ nine-month periods ended ~~June~~ September 30, ~~2002~~2003 ~~losses~~as ~~from~~compared ~~the~~to $907,000 ~~discontinuation~~and of$3.4 ~~our~~million ~~custom~~for ~~development~~the ~~business~~comparable ~~were~~periods ~~$656~~ended September 30,~~000~~ 2002. While new product releases may result in increased customer demand and ~~$2.7~~higher Tools revenue in future periods, we ~~million~~believe ~~respectively~~that Tools revenue will continue to decline in future periods if new releases of the products are not met with renewed customer demand.

~~Recent~~Content Services revenue declined 46% and 30% to $398,000 and $1.5 ~~Accounting~~million ~~Pronouncements~~for the three and nine-month periods ended September 30, 2003 as compared to $737,000 and $2.2 million for the comparable periods ended September 30, 2002. Current Content Services revenue is derived primarily from the placement of temporary personnel at our clients’ locations on an hourly basis. Due to the economic downturn, demand for temporary labor resources, which is typically lower in the summer months, is down overall. We expect Content Services revenue to remain at current levels or continue to decline in future periods.

InInternational ~~November 2002, the~~revenues ~~EITF reached a consensus on Issue No. 00-21 (“EITF 00-21”), Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses certain aspects of the accounting by a vendor~~ for ~~arrangements under which~~ the ~~vendor~~three ~~will~~and ~~perform multiple~~nine ~~revenue~~month ~~generating~~periods ~~activities.~~ ended ~~EITF~~September ~~00-21~~30, ~~will~~2003 berepresented ~~effective~~11% ~~for~~and ~~periods~~9% ~~beginning after June 15, 2003~~respectively. The ~~adoption~~increase ofin ~~EITF~~percent ~~00-21~~of isrevenue ~~not~~related ~~expected~~ to ~~have~~the athree-month ~~material~~period ~~impact~~was ~~on Click2learn’s financial position and results of operations.~~due

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in FIN 46. FIN 46 applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For public enterprises with a variable interest in a variable interest entity created before February 1, 2003, FIN 46 applies to that enterprise no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003. The application of FIN 46 is17

17primarily to lower overall revenue in the period as compared to the first two quarters of 2003 and not due to a significant increase in international revenues.

~~not~~Cost ~~expected~~of Revenue. For the three and nine-month periods ended September 30, 2003 total cost of revenue increased 9% and decreased 4% to ~~have~~$2.3 million aand ~~material~~$7.1 ~~effect~~million onas ~~our~~compared ~~financial~~to $2.2 million and $7.4 million for the ~~statements~~same periods ended September 30, 2002. ~~FIN~~ The 46increase ~~requires~~over ~~certain~~the respective three-month periods is primarily due to ~~disclosures~~increased inPlatforms ~~our~~costs ~~financial~~resulting ~~statements~~from ~~issued~~higher ~~after~~Platforms ~~January 31,~~revenue ~~2003~~and ifcosts itrelated isto ~~reasonably~~amortization ~~possible~~of ~~that~~purchased wetechnology, ~~will~~offset ~~consolidate~~by ordecreases ~~disclose~~in ~~information~~Tools ~~about~~and ~~variable~~Content ~~interest~~Services ~~entities~~costs ~~when~~as ~~the~~a ~~Interpretation~~result ~~becomes~~of lower revenue over these ~~effective~~periods. We The ~~have~~decrease noover ~~variable~~the respective ~~interest~~nine-month periods is primarily due to declines in Tools and Content ~~entities~~Services costs as a result of ~~March 31~~lower revenue, ~~2003~~offset by increased costs related to our Platform revenue.

InPlatform ~~April 2003,~~cost ~~the FASB~~of ~~issued~~revenue ~~SFAS~~increased ~~No.~~39% ~~149~~and ~~(“SFAS~~16% Noto $1.8 ~~149”),~~million ~~Amendment~~and $5.3 ofmillion ~~Statement~~for ~~133~~the onthree ~~Derivative~~and ~~Instruments~~nine-month ~~and~~periods ~~Hedging~~ended ~~Activities. SFAS~~September ~~No.~~30, ~~149~~2003 ~~amends~~as compared ~~and~~to ~~clarifies~~$1.3 ~~financial accounting~~million and ~~reporting~~$4.6 million for ~~derivative~~the ~~instruments,~~same ~~including~~periods ~~certain~~ended September 30, ~~derivative~~2002. The ~~instruments~~increase ~~embedded~~was indue ~~other~~to ~~contracts~~higher Platform ~~(collectively~~revenue ~~referred~~and increased costs related to asthe amortization of purchased ~~derivatives)~~technology, ~~and~~which ~~for~~increased ~~hedging~~substantially ~~activities~~over ~~under~~the ~~SFAS~~three-month ~~No.~~period ~~133. SFAS~~ended September No30, 2003. Platform ~~149~~cost isof revenue ~~effective~~as a percentage of Platform revenue was 28% and 27% for ~~contracts entered~~the ~~into~~three orand nine-month ~~modified~~periods ~~after~~ended ~~June~~ September 30, 2003, up from 25% and ~~hedging~~down ~~relations~~from 28% for ~~designated~~the ~~after~~same ~~June~~ periods ended September 30, ~~2003,~~2002. The ~~except~~increase ~~for~~in ~~those~~costs ~~provisions~~as a percentage of ~~SFAS~~revenue ~~No.~~over the respective ~~149~~three-month ~~which~~periods ~~relate~~was due primarily to ~~SFAS~~increased ~~No.~~costs ~~133~~for ~~implementation~~amortization ~~issues~~of purchased ~~that~~technology ~~have~~to ~~been~~$353,000 ~~effective~~ for ~~fiscal~~the ~~quarters~~quarter ~~that~~ended ~~began~~September ~~prior~~30, 2003 reflecting additional amortization related to ~~June 15,~~our ~~2003~~Virtual Classroom Server product. ~~For~~This ~~those~~was ~~issues,~~up ~~the~~from ~~provisions~~$117,000 ~~that are~~of ~~currently~~amortization in ~~effect~~the ~~should~~prior ~~continue~~year toperiod berelated ~~applied~~solely into ~~accordance~~technology ~~with their~~acquired ~~respective~~through ~~effective~~the ~~dates~~purchase of Intelliprep. In ~~addition,~~The ~~certain~~decline ~~provisions~~in ofcosts ~~SFAS~~as ~~No.~~a ~~149,~~percentage ~~which~~of ~~relate~~revenue toover ~~forward~~the ~~purchases~~respective ornine-month ~~sales~~periods ofwas ~~when-issued~~due ~~securities~~to orreduced ~~other~~labor ~~securities~~costs ~~that~~on dothe ~~not~~services ~~yet~~portion ~~exist, should~~of bePlatforms ~~applied~~revenue toresulting ~~both~~from ~~existing~~performing ~~contracts~~some ~~and~~of ~~new~~this ~~contracts~~work ~~entered~~using ~~into after~~our ~~June 30~~operations in Hyderabad, ~~2003. The~~India ~~adoption~~where ~~of SFAS~~comparable ~~No.~~labor ~~149~~rates isare ~~not~~lower, ~~expected~~offset by toincreased ~~have~~costs afrom ~~material~~amortization ~~effect~~of onthe ~~Click2learn’s~~purchased VCS technology during the ~~financial~~last ~~statements~~six months.

InTools ~~May 2003,~~cost ~~the FASB~~of ~~issued~~revenue ~~SFAS~~declined ~~No.~~48% ~~150~~and ~~(“SFAS~~58% ~~No.~~to ~~150”)~~$140,000 ~~Accounting for~~and ~~Certain~~$398,000 ~~Instruments~~for the ~~with~~three ~~Characteristics~~and ofnine-month ~~both~~periods ~~Liabilities~~ended ~~and~~September ~~Equity. SFAS~~30, ~~No.~~2003 ~~150~~as ~~establishes~~compared ~~standards for how~~to an$268,000 ~~issuer classifies~~ and ~~measures~~$950,000 ~~certain~~for ~~financial~~the ~~instruments~~same ~~with characteristics~~periods ofended ~~both~~September ~~liabilities~~30, ~~and equity~~2002. ~~SFAS~~The ~~No.~~decline ~~150~~is ~~requires~~a ~~that~~result anof ~~issuer~~lower ~~classify a financial~~Tools ~~instrument~~revenue. Tools ~~that~~cost isof ~~within~~revenue ~~the~~as ~~scope~~a percentage of ~~SFAS~~Tools ~~No.~~revenue ~~150~~was as21% aand ~~liability. SFAS~~18% ~~No.~~for ~~150~~the isthree ~~effective~~and ~~for financial~~nine-month ~~instruments~~periods ~~entered~~ended ~~into~~September or30, ~~modified~~2003 ~~after~~down ~~May 31,~~from ~~2003,~~30% and ~~otherwise~~28% ~~is effective~~ for ~~Click2learn~~the ~~beginning~~same periods ended September 1 30, ~~2003~~2002. The ~~adoption~~decline in costs as a percentage of ~~SFAS~~revenue ~~No.~~was ~~150~~due isprimarily ~~not~~to ~~expected~~the mix of licenses toand ~~have~~services aand ~~material~~lower ~~effect~~costs onof ~~Click2learn’s~~providing ~~financial~~training ~~statements~~services.

~~Liquidity~~Content Services cost of revenue declined 34% and ~~Capital~~26% ~~Resources~~to $383,000 and $1.4 million for the three and nine-month periods ended September 30, 2003 as compared to $577,000 and $1.9 million for the same periods ended September 30, 2002. The decline is a result of lower Content Services revenue. Content cost of revenue as a percentage of Content Services revenue was 96% and 90% for the three and nine-month periods ended September 30, 2003 up from 78% and 85% for the same periods ended September 30, 2002. The increase in costs as a percentage of revenue was due primarily to a lower revenue base with which to absorb the group’s fixed overhead.

AtOperating June 30, 2003, our principal source of liquidity was $15.8 million of cash and $9.5 million of accounts receivable, up from $3.6 million of cash and down from $10.8 million of accounts receivable on December 31, 2002. The change in cash is due primarily to the sale of common stock and warrants during June that resulted in net cash proceeds of approximately $11.9 million. The change in accounts receivable is due primarily to improved collection efforts. We believe our risk on current Platform-related receivables is low given the general financial strength of our customers. As of June 30, 2003, we had one significant account, a receivable of approximately $500,000 from an international customer, over 90 days past due for which we believe collectibility is at risk. We increased our bad debt reserve for this account in 2002. At June 30, 2003 we had no other significant collectibility or billing problems with any major customers or classes of customers.Expenses

~~Although~~Research weand ~~have~~Development. For ~~not~~the ~~made~~three ~~any~~and ~~significant changes~~nine-month inperiods ~~our~~ended September ~~payment terms~~30, as2003 atotal ~~result~~research ofand ~~the discontinuance of our custom content~~ development ~~business~~cost wedeclined ~~are~~10% ~~able~~and 27% to $1.7 ~~collect~~million ~~more~~and ~~quickly~~$4.7 onmillion ~~our receivables~~as ~~generally~~compared ~~than~~to in$1.9 ~~prior~~million ~~periods,~~and ~~when~~$6.4 amillion ~~significant portion of our~~for ~~revenue~~the ~~was~~same ~~from~~periods ~~custom~~ended ~~content~~September ~~development~~30, ~~contracts~~2002. ~~This~~ The decline is ~~because~~ a ~~typical~~result ~~custom development contract was invoiced on the achievement~~ of ~~contract~~cost ~~milestones,~~cutting ~~although revenue~~measures ~~was~~taken ~~recognized~~in ~~using~~ the ~~percentage~~second half of ~~completion~~2002 ~~method~~that asresulted ~~the services~~in ~~were~~lower ~~performed. As~~headcount ain ~~result, there was often significant time elapsed between~~ the ~~performance~~United ofStates ~~the services~~ and ~~invoicing~~ the ~~client. Thus,~~ ~~the~~establishment ~~receivables~~of ~~from~~research ~~such~~and ~~contracts~~development ~~remained~~operations ~~uncollected~~in ~~for~~Hyderabad, ~~longer~~India ~~periods~~where ~~than~~labor ~~those~~costs ~~from~~are ~~software~~lower ~~licenses~~than orin ~~other~~the ~~services~~United States. ~~While~~ weWe ~~expect~~anticipate tothat beresearch and ~~able~~development tocosts ~~collect~~will onincrease ~~our~~during ~~receivables~~the ~~more quickly~~remainder ~~going~~2003 ~~forward,~~as wea ~~may~~result ~~offer~~of increased ~~extended~~staffing ~~payment~~necessary ~~terms~~for toupcoming ~~customers~~releases ~~in certain~~of ~~circumstances~~the ~~from~~Aspen ~~time to time~~platform. To In ~~the~~prior ~~extent~~periods ~~that~~ we ~~offer~~had ~~such~~classified ~~extended~~the ~~payment terms, they will~~amortization ~~result~~of inpurchased atechnology ~~longer~~as ~~collection~~research ~~period for accounts receivable~~ and ~~slower cash inflows from operations.~~development

At June 30, 2003, we had cash and cash equivalents totaling $15.8 million, up from $3.6 million at December 31, 2002. The increase in cash was primarily the result of positive cash flows from operations during the six month period ended June 30, 2003 and net cash proceeds of approximately $11.9 million from the18

18costs. The costs of this amortization have been reclassified as cost of Platforms revenue for the current and historical periods reported.

~~sale~~Sales ~~of stock~~ and ~~warrants in June~~Marketing. ~~Based~~ For onthe ~~our~~three ~~positive~~and ~~operating~~nine-month periods ended ~~cash~~September ~~flows~~30, ~~year-to-date~~2003 total sales and ~~our~~marketing ~~current~~cost ~~cash~~declined ~~balance,~~10% weand ~~anticipate~~19% ~~that~~to ~~our~~$3.3 ~~cash~~million and ~~cash~~$10.5 ~~equivalents~~million ~~will~~as becompared ~~sufficient~~ to ~~meet~~$3.7 ~~our~~million ~~working capital needs~~ and ~~capital~~$13.0 ~~expenditures~~million for atthe same ~~least~~periods ~~the~~ended ~~next~~September 1230, ~~months~~2002. ~~However,~~ The wedecline ~~will~~is ~~continue~~a toresult ~~monitor~~of ~~our~~cost ~~cash~~cutting ~~and~~measures ~~liquidity~~taken ~~and~~in ~~will~~the ~~seek~~second ~~additional~~half ~~financing~~of or2002 ~~make~~that ~~additional~~resulted ~~expense~~in ~~reductions~~lower ifsales itand ~~becomes~~marketing ~~required~~headcount as well as reduced advertising costs over the comparable periods.

~~Net~~General ~~cash~~and ~~used~~Administrative. Total ingeneral ~~investing~~and ~~activities~~administrative ~~was~~cost increased 24% to $~~482~~1.5 million as compared to $1.2 million for the three-month period ended September 30,~~000~~ in2003 as compared to the ~~six~~same ~~months~~period the prior year, while costs for the nine-month period ended ~~June~~ September 30, 2003~~. Net~~ ~~cash~~were ~~used~~unchanged infrom ~~investing~~the ~~activities~~same ~~was~~period ~~primarily~~in ~~used~~the ~~for~~prior ~~purchases~~year ofat ~~equipment~~$4.2 Asmillion. The increase is the result of higher legal ~~June 30,~~and ~~2003,~~accounting wefees ~~had~~as nowell ~~material~~as ~~commitments~~an ~~for~~increase ~~capital~~in ~~expenditures~~salary ~~and~~expense as compared to the ~~had~~prior ~~commitments~~period ~~under~~ended ~~non-cancelable~~September ~~operating~~30, ~~leases~~2002. We ~~with~~expect ~~terms~~general and administrative costs to increase in ~~excess~~the coming period as a result of expenses incurred in connection with our proposed merger ~~one~~with ~~year~~Docent, regardless of ~~$5.8~~the ~~million~~consummation ~~through~~of ~~2008~~the transaction.

~~Cash~~Other ~~provided~~Income ~~by financing activities was $12~~(Expense).4 For ~~million~~the inthree ~~the~~and ~~six~~ nine-months ended September ~~June~~ 30, 2003, ~~resulting~~other ~~primarily~~expenses ~~from~~were ~~draws against the Silicon Valley Bank credit facility, net of payments on debt, of approximately~~ $~~300~~8,000; ~~net~~and ~~cash proceeds of approximately~~ $11101,000.9 These ~~million~~amounts ~~from~~were ~~the~~primarily ~~sale~~interest ofon ~~common~~borrowing ~~stock~~from ~~and~~Silicon ~~warrants~~Valley inBank. For ~~June;~~the three and ~~approximately~~nine-months ~~$200,000 received from~~ended ~~purchases~~September ~~under~~30, ~~our~~2002, ~~Employee~~other ~~Stock~~income ~~Purchase Plan. Cash from borrowings~~ was ~~approximately~~ $~~13.6 million~~15,000 ~~while~~and ~~cash~~$28,000, ~~used~~which ~~for payments on debt~~ was ~~$13.3~~net ~~million~~interest ~~in the six months ended June 30, 2003~~income.

InEquity ~~December 2002 we consolidated our existing $4 million working~~in ~~capital~~Losses ~~line~~ of ~~credit and $1 million term loan facility with Silicon Valley Bank into a new $10 million working capital line~~Affiliate. ~~Under~~Losses ~~the~~from ~~new~~affiliates ~~facility~~relate ~~we will continue~~ to ~~repay~~our ~~the remaining~~joint ~~balance~~venture ofwith ~~the~~Softbank ~~term loan~~ in ~~accordance with the original terms (monthly payments of $41~~Japan,~~666.67~~ ~~plus interest~~Click2learn ~~ending~~Japan ~~October 1, 2003), and the unpaid balance of the term loan will not be available for new loans under the line of credit~~KK. ~~The~~We ~~term~~use ~~loan and~~ the ~~working~~equity ~~capital~~method ~~line will bear interest at the greater~~ of ~~Silicon~~accounting ~~Valley~~whereby ~~Bank~~we ~~prime~~record ~~rate plus 2.25%~~our orownership ~~7.0%~~portion ~~and have minimum monthly interest~~ of ~~$8,500 per month regardless of~~ the ~~loan~~ ~~balances. The~~joint ~~credit~~ventures ~~facility~~net ~~is collateralized~~income byor ~~a security interest in all of our assets~~loss. ~~Covenants~~For in the ~~loan~~three ~~agreements~~and ~~include~~nine ~~restrictions on~~month ~~our~~periods ~~ability to pay dividends or make other distributions, make acquisitions~~ended orSeptember ~~investments~~30, ~~merge~~2003 orour ~~consolidate with others or dispose of assets, as well as financial covenants limiting the amount of net~~ losses ~~during any three-month period and requiring us to maintain certain levels of minimum tangible net worth. The failure to meet those covenants could prevent us~~ from ~~accessing~~affiliates ~~the~~were ~~working~~$25,000 ~~capital line~~ and ~~result in the acceleration of any balances under the working capital line and term loan. If not renewed the working capital line terminates and any advances made are due on December 6~~$75,000 ~~2004. At~~compared ~~June 30,~~to ~~2003~~$25,000 weand ~~had a balance of~~ $~~167~~175,000 onfor the ~~term~~periods ~~loan~~ended ~~facility~~September ~~and $2.6 million on the working capital line~~30, ~~net of debt discount of $133,000~~2002.

~~The~~Loss ~~amount available under the working~~from ~~capital~~Discontinued ~~line of credit as of June 30, 2003 is 65% of our eligible accounts receivable~~Operations. ~~This~~In ~~percentage~~2003 may be adjusted up or down based on a quarterly analysis by the bank. Eligible accounts receivable are those accounts receivable that the bank determines in its good faith business judgment to include in the borrowing base. Certain accounts, such as accounts that are over 90 days past due, unbilled receivables and foreign or government accounts, are not currently eligible. Although we ~~may take steps to include foreign and government accounts in our borrowing base, there is additional cost involved and we~~ have not ~~deemed~~had itlosses from ~~necessary~~discontinued ~~to do so to date~~operations. AsFor ~~a result of this limitation on eligible accounts,~~ the ~~entire $10 million is not currently available to us under the~~ ~~line~~three ~~of credit~~ and ~~the~~nine ~~entire~~month ~~$10~~periods ~~million~~ended ~~may~~September ~~not become available in the future. Moreover~~30, ~~because~~2002 ~~the~~losses ~~amount available for borrowing under our agreement is based on our eligible accounts receivable, we may~~ from ~~time to time become over-advanced under~~ the discontinuation ~~line~~ of ~~credit~~ if our ~~eligible~~custom ~~accounts~~development ~~receivable~~business ~~decrease,~~were ~~either because they have been collected but not applied against the existing obligations in the case of the term loan or because they have become ineligible under the terms of the agreement~~$4. In9 ~~such~~million aand ~~case we may be~~$7.6 ~~required~~million ~~to immediately repay a portion of the amount borrowed sufficient to bring the total amount owed to no more than the total availability under the loan facility~~respectively.

~~Click2learn~~Income ~~has~~Taxes. For athe three ~~note~~and ~~payable~~nine ofmonths ~~which $408~~ended September 30,~~500~~ is2003, ~~current~~we ~~and~~recorded ~~reported~~income astax ~~short-term~~expense of ~~debt~~$8,000 and $~~222~~26,000 isrelated ~~reported~~to ~~as long-term~~foreign ~~debt~~income taxes. ~~The~~For ~~total~~the ~~amount~~three ~~due under~~and ~~this~~nine ~~note~~months ~~payable~~ended September ~~will~~30, be2002, ~~paid~~no ~~off~~income ~~during~~tax ~~the~~expense ~~three~~was ~~month period ended September 30, 2003~~recorded.

19Recent Accounting Pronouncements

~~Our~~In ~~long-term liquidity~~November ~~will~~2002, bethe ~~affected~~EITF byreached ~~numerous~~a ~~factors,~~consensus ~~including~~on ~~demand~~Issue ~~for~~No. ~~our Aspen~~00-21 ~~platform,~~(“EITF ~~the level and timing of revenue~~00-21”), ~~the~~Revenue ~~collection~~Arrangements ofwith Multiple ~~our~~Deliverables. ~~receivables, the~~EITF ~~availability~~00-21 ofaddresses ~~our~~certain ~~line~~aspects of ~~credit,~~ the ~~extent to which we raise additional~~ ~~funds~~accounting ~~from~~by ~~investors,~~a ~~the~~vendor ~~timing~~for ~~and~~arrangements ~~extent~~under to which ~~we invest in new technology,~~ the ~~expenses~~vendor ofwill ~~sales and marketing and new product development,~~perform ~~the~~multiple ~~extent~~revenue togenerating ~~which competitors are successful in developing their own products and services and increasing their own market share, acquisitions of businesses or technologies and other factors~~activities. To ~~the~~EITF ~~extent~~00-21 ~~that~~will ~~our~~be ~~existing~~effective ~~capital~~for ~~resources~~periods ~~are~~beginning ~~insufficient~~after toJune ~~fund our activities~~15, we ~~may need to raise additional funds~~2003. ~~Such~~The ~~additional~~adoption ~~funding,~~of ifEITF ~~needed,~~00-21 ~~may~~did not behave ~~available~~a onmaterial ~~attractive terms~~impact ~~or at all. If adequate funds are not available~~ on ~~acceptable terms, we may~~Click2learn’s befinancial ~~required~~position ~~to make further expense reductions, which could significantly restrict our operations~~ and ~~limit~~results ~~our ability to enhance our products, fund expansion, respond to competitive pressures or take advantage~~ of ~~business opportunities~~operations.

~~Our~~In ~~contractual~~January ~~commitments~~2003, atthe ~~June 30~~FASB issued Interpretation No. 46 (“FIN 46”), Consolidation ~~2003~~of ~~are~~Variable ~~substantially~~Interest ~~similar~~Entities, an Interpretation of ARB No. 51. FIN 46 addresses the consolidation by business enterprises of variable interest entities as defined in FIN 46. FIN 46 applies immediately to ~~those~~variable interests atin ~~December~~ variable interest entities created after January 31, ~~2002~~2003, ~~disclosed~~and to variable interests in variable interest entities obtained after January 31, ~~our~~2003. As amended by FASB Staff Position (“FSP”) No. FIN 46-6, FIN 46 is effective for variable interests in a variable interest entity created before February 1, 2003 at the end of the first interim or annual ~~report~~period ending after December 15, 2003 (the end of fiscal 2003, December 31, 2003 for Click2learn). Click2learn is currently reviewing the potential impact of FIN 46 on ~~Form~~its ~~10-K~~consolidated financial statements.

~~Factors That May Affect Future Results of Operations~~19

~~Our~~In April 2003, the FASB ~~quarterly~~issued ~~operating~~SFAS ~~results~~No. ~~are~~149 ~~uncertain~~(“SFAS No. 149”), Amendment of Statement 133 on Derivative Instruments and ~~may~~Hedging ~~fluctuate~~Activities. SFAS ~~significantly~~No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and hedging relations designated after June 30, 2003, except for those provisions of SFAS No. 149, which ~~could~~relate to ~~negatively~~SFAS ~~affect~~No. 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003. For those issues, the ~~value~~provisions that are currently in effect should continue to be applied in accordance with their respective effective dates. In addition, certain provisions of ~~your~~SFAS No. ~~investment~~149, which relate to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to both existing contracts and new contracts entered into after June 30, 2003. The adoption of SFAS No. 149 did not have a material effect on Click2learn’s financial statements.

~~Our~~In ~~operating~~May ~~results~~2003, ~~are~~the ~~difficult~~FASB issued toSFAS No. 150 (“SFAS No. 150”), Accounting ~~predict~~for ~~accurately~~Certain Instruments with Characteristics of both Liabilities and ~~have~~Equity. SFAS ~~varied~~No. ~~significantly~~150 ~~from~~establishes ~~quarter~~standards tofor ~~quarter~~how an issuer classifies and measures certain financial instruments with ~~are~~characteristics ~~likely~~of toboth ~~continue~~liabilities toand ~~fluctuate~~equity. SFAS asNo. 150 requires that an issuer classify a ~~result~~financial instrument that is within the scope of SFAS No. 150 as a ~~variety~~liability. SFAS ofNo. ~~factors~~150 is effective for financial instruments entered into or modified after May 31, ~~many~~2003, and otherwise is ofeffective ~~which~~for weClick2learn ~~cannot~~beginning ~~control~~September 1, 2003. The ~~Factors~~adoption ~~that~~of ~~may~~SFAS ~~adversely~~No. ~~affect~~150 ~~our~~did ~~quarterly~~not have a ~~operating~~material ~~results~~effect ~~include:~~on Click2learn’s financial statements.

• In July 2003, the ~~size~~EITF reached ~~and~~a ~~timing~~consensus on Issue 03-5 (“EITF 03-5”), “Applicability of ~~product~~AICPA Statement ~~orders~~of ~~and~~Position 97-2 “Software Revenue Recognition” (SOP 97-2) to Non-Software Deliverables”. The consensus was reached that non-software deliverables are included within the ~~timing~~scope ~~and~~of ~~execution~~SOP 97-2 if they are included in an arrangement that contains software that is essential to the non-software deliverables’ functionality. This consensus is effective at the beginning of ~~professional~~the ~~services~~first ~~engagements;~~interim period beginning after August 13, 2003. Click2learn does not expect the adoption of EITF 03-5 to have a material impact on its financial position or results of operations.

• In July 2003, the ~~mix~~EITF reached a consensus on Issue 03-7 (“EITF 03-7”), “Accounting for the Settlement of ~~revenue~~the ~~from~~Equity-Settled ~~products~~Portion of a Convertible Debt Instrument that Permits or Requires the Conversion Spread to be Settled in Stock (Instrument C of EITF Issue No. 90-19, “Convertible Bonds with Issuer Option to Settle for Cash upon Conversion”)”. The consensus was reached that upon settlement of a security with the characteristics of Instrument C in Issue 90-19 by payment of the accreted value of the obligation (recognized liability) in cash and ~~services;~~settlement of the conversion spread (unrecognized equity instrument) with stock, only the cash payment should be considered in the computation of gain or loss on extinguishment of the recognized liability. That is, any shares transferred to settle the embedded equity instrument (referred to as the excess conversion spread in Issue 90-19) would not be considered in the settlement of the debt component. This consensus is effective for settlement transactions entered into on or after the beginning of Click2learn’s first interim period beginning after August 13, 2003. Click2learn does not expect the adoption of EITF 03-7 to have a material impact on its financial position or results of operations.

• theLiquidity mixand ofCapital products sold;Resources

• At September 30, 2003, our principal source of liquidity was $14.9 million of cash and $9.4 million of accounts receivable, up from $3.6 million of cash and down from $10.8 million of accounts receivable on December 31, 2002. The change in cash is due primarily to the ~~ability~~sale of common stock and warrants in June of 2003 that resulted in net cash proceeds of approximately $11.9 million. The change in accounts receivable is due primarily to ~~meet~~improved ~~client~~collection ~~project~~efforts ~~milestones;~~and the write-off of a receivable of approximately $500,000 from an international customer. We believe our risk on current Platform-related receivables is low given the general financial strength of our customers. At September 30, 2003 we had no significant collectibility or billing problems with any major customers or classes of customers.

~~• the market acceptance of our products and services;~~20

• Although we have not made any significant changes in our payment terms, as a result of the discontinuance of our custom ~~ability~~content todevelopment ~~develop~~business ~~and~~we ~~market~~are ~~new~~able orto ~~enhanced~~collect ~~products~~more ~~and~~quickly ~~services~~on our receivables generally than in prior periods, when a ~~timely~~significant portion of our ~~manner~~revenue ~~and~~was from custom content development contracts. This is because a typical custom development contract was invoiced on the ~~market~~achievement ~~acceptance~~of contract milestones, although revenue was recognized using the percentage of ~~these~~completion ~~products~~method as the services were performed. As a result, there was often significant time elapsed between the performance of the services and invoicing the client. Thus, the receivables from such contracts remained uncollected for longer periods than those from software licenses or other services;. While we expect to be able to collect on our receivables more quickly going forward, we may offer extended payment terms to customers in certain circumstances from time to time. To the extent that we offer such extended payment terms, they will result in a longer collection period for accounts receivable and slower cash inflows from operations.

~~• the~~Based ~~timing~~on ofour ~~revenue~~current cash balance, we anticipate that our cash and ~~expense~~cash equivalents ~~recognition;~~will be sufficient to meet our working capital needs and capital expenditures for at least the next 12 months. However, we will continue to monitor our cash and liquidity and will seek additional financing or make additional expense reductions if it becomes required.

~~• recognition~~Net ofcash ~~impairment~~used offor ~~existing~~continuing ~~assets~~operating activities was $740,000 in the nine months ended September 30, 2003 down from $2.2 million for the same period 2002. The change was due primarily to increased revenue and lower overall expenses in 2003 as compared to 2002.

~~Our~~Net ~~future~~cash ~~revenue~~used isin ~~difficult~~investing toactivities ~~predict and~~was we$652,000 ~~may not be able to adjust spending~~ in ~~response~~the tonine ~~revenue shortfalls.~~months ~~Our~~ended ~~limited~~September ~~operating~~30, ~~history~~2003. Net ~~with~~cash ~~our~~used in ~~current~~investing ~~enterprise~~activities ~~learning~~was ~~solutions and~~primarily ~~the~~used ~~emerging~~for ~~nature~~purchases of ~~the~~equipment ~~enterprise~~at ~~learning market make prediction of~~our ~~future~~India ~~revenue and expenses difficult~~office. ~~Expense~~As ~~levels~~of ~~are~~September ~~based~~30, ~~in part~~2003, ~~on expectations~~we ashad tono ~~future~~material ~~revenue~~commitments ~~and~~for capital ~~largely~~expenditures ~~are~~and ~~fixed~~had incommitments ~~the~~under ~~short~~non-cancelable ~~term. If~~operating ~~we are unable to predict future revenue~~leases ~~accurately,~~with weterms ~~may be unable to adjust spending~~ in aexcess ~~timely~~of ~~manner~~one ~~to compensate~~year ~~for~~of ~~any~~$5.8 ~~unexpected~~million ~~revenue~~through ~~shortfall~~2008.

~~Our~~Cash provided by financing activities was $12.6 million in the nine ~~business~~months ~~may~~ended ~~not~~September ~~generate~~30, 2003, resulting primarily from draws against the Silicon ~~cash~~Valley ~~needed~~Bank tocredit ~~finance~~facility, ~~our operations~~net of payments on debt, of approximately $351,000; net cash proceeds of approximately $11.9 million from the sale of common stock and ~~for~~warrants ~~that~~in June; and ~~other~~approximately ~~reasons~~$373,000 wereceived ~~may~~from ~~need~~purchases ~~additional~~under ~~financing~~our ~~in the~~Employee ~~future~~Stock Purchase Plan and stock option exercises. Cash from borrowings was approximately $21.6 million, ~~which~~while wecash ~~may~~used befor payments ~~unable~~on todebt ~~obtain~~was $21.3 million in the nine months ended September 30, 2003.

~~Although~~In December 2002 we consolidated our ~~business~~existing ~~generated~~$4 ~~positive~~million ~~cash~~working ~~flow~~capital ~~from~~line ~~operations~~of ~~over~~credit ~~the~~and ~~first~~$1 ~~six~~million ~~months~~term ofloan ~~2003~~facility ~~and~~with weSilicon ~~expect~~Valley Bank tointo a $10 million working capital line. ~~generate~~Under ~~positive~~the ~~cash~~facility ~~flow~~we ~~from~~will ~~operations~~continue atto ~~currently~~repay ~~anticipated~~the ~~revenue~~remaining balance of ~~levels~~the ~~and~~term ~~revenue~~loan ~~mix~~in ~~during~~accordance with the ~~second~~original ~~half~~terms (monthly payments of $41,666.67 plus interest ending October 1, 2003), weand ~~may~~the unpaid balance of the term loan will not ~~achieve~~be available ~~expected~~for ~~revenue~~new ~~levels~~loans orunder ~~revenue~~the ~~mix~~line of credit. The term loan and ~~our~~the ~~business~~working ~~may~~capital ~~not~~line ~~maintain~~will bear interest at the ~~positive~~greater ~~cash~~of ~~flow~~Silicon Valley Bank prime rate plus 2. If25% ~~our~~or ~~business~~7.0% and have minimum ~~does~~monthly ~~not~~interest ~~generate~~of ~~the~~$8,500 ~~cash~~per ~~needed~~month toregardless ~~finance~~of ~~our~~the ~~operations,~~loan webalances. The ~~may~~credit ~~need~~facility tois ~~obtain additional~~collateralized ~~financing~~by ora security ~~take~~interest ~~steps~~in toall ~~restrict~~of our ~~operations~~assets. Covenants in ~~order~~the loan agreements include restrictions on our ability to ~~conserve~~pay ~~existing~~dividends ~~cash. In~~or ~~addition~~make other distributions, make acquisitions or investments, ~~poor~~merge ~~financial~~or ~~results~~consolidate with others or ~~unanticipated~~dispose ~~expenses~~of ~~could~~assets, ~~give~~as ~~rise~~well toas ~~additional~~financial ~~financing~~covenants ~~requirements.~~limiting Wethe ~~may~~amount beof ~~unable~~net tolosses ~~obtain~~during ~~financing~~any onthree-month ~~terms~~period ~~favorable~~and torequiring us, orto atmaintain ~~all~~certain levels of minimum tangible net worth. IfThe failure to meet those covenants could prevent us from accessing the working capital line and result in the acceleration of any balances under the working capital line and term loan. On October 20, 2003 we ~~need~~announced that we had signed an agreement to ~~obtain~~merge with Docent, Inc., ~~financing~~Silicon ~~and~~Valley ~~adequate~~Bank ~~funds~~has ~~are~~notified us that they do not ~~available~~view orthis ~~are~~announcement as a breach of our loan covenants. If not renewed ~~available~~the working capital line terminates and any advances made are due on ~~acceptable~~December ~~terms~~6, we2004. At ~~may~~September be30, 2003, ~~required~~we tohad ~~make~~a ~~further~~balance ~~expense~~of ~~reductions~~$41,667 ~~which~~on the term loan facility and $3.5 million on ~~could~~the working capital line, net of debt discount of $111,000.

2021

~~significantly~~The amount available under the working ~~restrict~~capital line of credit as of September 30, 2003 was 65% of our ~~operations~~eligible accounts receivable. This percentage may be adjusted up or down based on a quarterly analysis by the bank and ~~limit~~was recently ~~our~~adjusted ~~ability~~to 75%. Eligible accounts receivable are those accounts receivable that the bank determines in its good faith business judgment to ~~enhance~~include in the borrowing base. Certain accounts, such as accounts that are over 90 days past due, unbilled receivables and foreign or government accounts, are not currently eligible. Although we may take steps to include foreign and government accounts in our ~~products~~borrowing base, ~~fund~~there is additional cost involved and we have not deemed it necessary to ~~expansion~~do so to date. As a result of this limitation on eligible accounts, ~~respond~~the entire $10 million is not currently available to ~~competitive~~us ~~pressures~~under the line of credit and the entire $10 million may not become available in the future. Moreover, because the amount available for borrowing under our agreement is based on our eligible accounts receivable, we may from time to time become over-advanced under the line of credit if our eligible accounts receivable decrease, either because they have been collected but not applied against the existing advances or ~~take~~because ~~advantage~~they have become ineligible under the terms of ~~business~~the ~~opportunities~~agreement. In such a case we may be required to immediately repay a portion of the amount borrowed sufficient to bring the total amount owed to no more than the total availability under the loan facility.

~~A deterioration~~Click2learn had a note payable of approximately ~~general~~$630,000 ~~economic~~that ~~conditions~~was ~~may~~paid ~~materially~~off ~~and~~during ~~adversely affect~~the ~~our~~three ~~business~~month period ended September 30, 2003.

~~Our~~If ~~revenue~~we isterminate ~~subject~~our ~~to fluctuation~~planned asmerger awith Docent ~~result~~under ofcertain ~~general~~specified ~~economic~~ conditions ~~and~~we ~~overall~~could ~~spending~~be ~~in the~~required ~~technology and enterprise software sectors. A significant portion of our revenue is derived from the sale of products and services~~ to ~~large~~pay ~~companies~~Docent ora ~~government~~$2.5 ~~agencies,~~million ~~which~~termination ~~historically~~fee. Such ~~have reduced their expenditures for~~an ~~enterprise~~event ~~software~~would ~~applications~~negatively ~~during~~impact ~~economic~~our ~~downturns~~liquidity. If InDocent ~~recent~~terminates ~~quarters,~~ our ~~sales~~planned ~~force~~merger ~~has~~under ~~experienced~~certain ~~increased~~specified conditions ~~delays,~~they ~~cancellations~~could orbe ~~reductions in~~required ~~scope~~to ofpay ~~sales~~Click2learn ~~opportunities as~~ a ~~result~~$2.5 ofmillion ~~the downturn in the~~termination ~~economy~~fee. ~~Further~~This ~~war~~fee orwould ~~acts~~cover ofour ~~terrorism~~anticipated ~~may~~expenses ~~cause~~related ~~the economy~~ to ~~weaken~~the ~~further,~~proposed ~~which~~transaction ~~could result in organizations further delaying, canceling, or reducing capital expenditures generally~~ and ~~spending~~therefore ~~on enterprise software applications in particular. Such delays, cancellations or reductions~~would ~~could~~not ~~adversely~~significantly ~~affect~~improve our ~~business~~liquidity.

WeOur ~~have~~long-term aliquidity ~~history~~will be affected by numerous factors, including whether or not the announced merger with Docent closes as anticipated, demand for our Aspen platform, the level and timing of ~~losses~~revenue, the collection of our receivables, the availability of our line of credit, the extent to which we raise additional funds from investors, the timing and ~~may~~extent ~~have~~to ~~continued~~which ~~losses~~we invest in new technology, the ~~future~~expenses of sales and marketing and new product development, the extent to which competitors are successful in developing their own products and services and increasing their own market share, acquisitions of businesses or technologies and other factors. To the extent that our existing capital resources are insufficient to fund our activities, we may need to raise additional funds. Such additional funding, if needed, may not be available on attractive terms or at all. If adequate funds are not available on acceptable terms, we may be required to make further expense reductions, which could significantly restrict our operations and limit our ability to enhance our products, fund expansion, respond to competitive pressures or take advantage of business opportunities.

~~We incurred a net loss of~~Our ~~approximately~~contractual ~~$1.7~~commitments ~~million~~at ~~for~~September ~~the six months ended June~~ 30, 2003~~. As~~ ofare ~~June 30,~~substantially ~~2003,~~similar ~~our accumulated~~to ~~deficit~~those ~~was~~at ~~$231.7~~December ~~million. Although our business generated positive cash flow from operations over the six-month period ending June 30~~31, ~~2003,~~2002 wedisclosed ~~have~~in ~~not~~our ~~yet~~annual ~~achieved~~report ~~profitability and may not do so during 2003. Even if we do achieve profitability, we may be unable to sustain or increase profitability~~ on aForm ~~quarterly or annual basis~~10-K.

WeFactors ~~have~~That aMay ~~limited~~Affect ~~operating~~Future ~~history~~Results ~~with~~of ~~the Aspen suite, which makes it difficult to predict our future performance.~~Operations

~~The~~Our ~~primary focus of our~~ business is and ~~throughout 2003 will continue to be the Aspen~~ ~~suite. We~~results ~~released the first version~~ of ~~the~~ ~~Aspen~~operations ~~suite~~are inlikely ~~September 2001 and released the first major upgrade in September 2002. Accordingly, we have a limited operating history on which~~ to ~~evaluate~~be ~~our~~affected ~~current~~by ~~business and future prospects. Our limited operating history with the Aspen suite makes it difficult to predict~~ our ~~future performance~~announced ~~and~~merger ~~may not provide investors~~ with ~~a meaningful basis for~~ ~~evaluating~~Docent, ~~an investment in our common stock~~Inc.

The ~~enterprise~~announcement ~~learning~~of ~~software~~the ~~market~~proposed istransaction with Docent could have an adverse effect on our revenue in the ~~early~~near-term ~~stages~~if customers delay, defer or cancel purchases pending consummation of ~~development and~~the ~~may~~planned ~~not~~transaction ~~grow~~due to apotential uncertainty ~~sufficient~~about ~~size~~the direction of the combined company’s product offerings and its support and service of existing products. To the extent that our announcement of the transaction creates uncertainty among customers such that one or atmore large customers, or a ~~sufficient~~significant ~~rate~~group toof ~~sustain~~small customers, delays purchase decisions pending consummation of the planned transaction, our results of operations could be negatively affected. Decreased revenue could have a variety of adverse effects, including negative consequences to our relationships with, and ongoing obligations to, customers, suppliers, business partners, and others with whom we have business relationships. In addition, our

The enterprise learning software market is in the early stages of development, and may not grow to a sufficient size or at a sufficient rate for our business to succeed. Corporate training and education historically have been conducted primarily through classroom instruction. Although technology-based training applications have been available for many years, they currently account for only a small portion of the overall corporate learning market. Accordingly, our success will depend on the extent to which companies implement enterprise learning software solutions for the design, development, delivery and management of their corporate learning needs.22

~~Many~~quarterly ~~companies~~operating ~~that~~results ~~have~~and ~~already~~revenue ~~invested~~could ~~substantial resources in traditional training methods may~~ be ~~reluctant~~substantially tobelow adopt a new strategy that may limit or compete with their existing investments. Even if companies implement enterprise learning software solutions, they may still choose to develop such solutions internally. If the ~~use~~expectations of ~~enterprise~~market ~~learning software~~analysts, ~~does~~which ~~not~~could ~~become~~cause ~~widespread or if companies choose to develop such~~a ~~software~~decline ~~internally~~in ~~rather than acquiring it from third parties, then~~ our ~~enterprise~~ ~~learning~~stock ~~software may not be commercially successful~~price.

21Our quarterly operating results are uncertain and may fluctuate significantly, which could negatively affect the value of your investment.

WeOur operating results are difficult to ~~face~~predict ~~risks~~accurately ~~encountered~~and inhave ~~emerging~~varied ~~markets~~significantly from quarter to quarter and are ~~may~~likely beto ~~unsuccessful~~continue ~~in addressing~~to ~~these~~fluctuate ~~risks~~as a result of a variety of factors, many of which we cannot control. Factors that may adversely affect our quarterly operating results include:

~~We face risks frequently encountered in new and rapidly evolving markets. Specific risks we face relate to~~ • the ~~demand~~size ~~for~~ and ~~market~~timing ~~acceptance~~ of ~~our~~product ~~enterprise~~orders ~~learning~~and ~~solutions. We may fail to~~the ~~adequately~~timing ~~address these risks,~~ and ~~therefore~~execution ~~our~~of ~~business~~professional ~~may~~services ~~suffer. To address these risks, we must:~~engagements;

• ~~effectively~~the ~~market~~mix ~~our~~of ~~enterprise~~revenue ~~learning software~~from toproducts ~~new~~ and ~~existing customers~~services;

• ~~continue to enhance~~ the ~~technology~~mix ~~upon~~of ~~which~~products ~~our enterprise learning software is based~~sold;

• ~~successfully~~the ~~implement~~ability ~~our~~to ~~enterprise~~meet ~~learning software~~client ~~for~~project ~~our customers and generate continuing revenue from those customers~~milestones; ~~and~~

• ~~address~~the ~~and~~market ~~establish~~acceptance ~~new~~of ~~technologies~~our products and ~~technology standards.~~services;

We• the ~~face~~ability ~~intense~~to ~~competition~~develop ~~from~~and ~~other~~market ~~enterprise~~new ~~learning~~or ~~software~~enhanced ~~providers~~ products and ~~may~~services bein ~~unable~~a totimely manner ~~compete~~and ~~successfully.~~the market acceptance of these products and services;

~~The~~• the ~~enterprise~~timing ~~learning~~of ~~software~~revenue ~~market is highly fragmented~~ and ~~competitive,~~expense ~~with no single firm accounting for a dominant~~recognition; ~~market share. Our competitors vary in size, scope~~ and ~~the breadth of products and services offered. We face competition from:~~

• ~~other~~recognition ~~developers~~ of ~~enterprise~~impairment ~~learning~~of ~~systems;~~existing assets.

~~• providers~~Our offuture ~~other~~revenue is difficult to predict and we may not be able to adjust spending in response to revenue shortfalls. Our limited operating history with our current enterprise ~~software~~learning solutions; and the rapidly evolving nature of the enterprise learning market make prediction of future revenue and expenses difficult. Expense levels are based, in part, on expectations as to future revenue and largely are fixed in the short term. If we are unable to predict future revenue accurately, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.

~~• large~~Our business ~~professional~~may ~~consulting~~not ~~firms~~generate the cash needed to finance our operations, and ~~in-house IT~~for ~~departments;~~that and other reasons we may need additional financing in the future, which we may be unable to obtain.

~~• developers~~If ofour ~~web~~business ~~authoring~~does ~~tools~~not generate the cash needed to finance our operations, we may need to obtain additional financing or take steps to restrict our operations in order to conserve existing cash. In addition, poor financial results or unanticipated expenses could give rise to additional financing requirements. We may be unable to obtain financing on terms favorable to us, or at all. If we need to obtain financing and adequate funds are not available or are not available on acceptable terms, we may be required to make further expense reductions, which could significantly restrict our operations and limit our ability to enhance our products, fund expansion, respond to competitive pressures or take advantage of business opportunities.

There are relatively low barriers to entry in the enterprise learning market and new competitors may enter this market in the future. Increased competition may result in price reductions, reduced gross margins and loss of market share. We may ~~not be able to contend effectively~~suffer ~~with~~additional ~~such~~adverse ~~increased~~consequences ~~competition. In particular,~~if vendors of other enterprise software applications such as enterprise resource planning, human resource management or customer relationship management have begun to offer learning delivery and management functionality to extend their current product lines within their existing customer base. Although these offerings may not offer the ~~same~~ ~~functionality~~proposed astransaction ~~our Aspen suite, bundling these offerings~~ with ~~the remainder~~Docent ofis ~~their solutions could diminish our ability to sell our products~~not and services to their customers and announcements by these companies of future products could delay purchasing decisions by their customers and our prospects, either of which could adversely affect our businesscompleted.

~~Certain of our existing and potential~~If ~~competitors~~the ~~have~~planned ~~longer~~merger ~~operating~~with ~~histories~~Docent ~~and~~is ~~significantly~~not ~~greater financial~~completed, ~~technical,~~we ~~marketing~~could ~~and~~suffer ~~other~~a ~~resources~~number ~~and~~of consequences ~~therefore~~that may beadversely ~~able to~~affect ~~respond~~our ~~more quickly to new or changing opportunities~~business, ~~technologies, standards~~results ~~and~~of ~~customer~~operations ~~requirements or to compete more aggressively on pricing.~~and ~~Price~~stock ~~competition~~price, ~~would~~including ~~likely result in reduced gross margins and may prevent~~ the ~~Aspen suite from yielding results sufficient for our business to succeed.~~following:

~~Strategic relationships are important in~~• we ~~expanding~~would ~~the~~not ~~distribution~~realize ~~reach of companies in~~ the ~~enterprise~~benefits ~~learning market.~~we Ifexpect ~~our~~from ~~competitors~~becoming ~~were~~part toof ~~establish~~a ~~strategic relationships to resell~~combined orcompany ~~distribute~~with ~~their products through their strategic partners~~Docent, ~~our~~including ~~ability~~the ~~to market~~potentially ~~and~~enhanced ~~sell~~financial ~~products~~ and ~~services successfully may be substantially~~ ~~diminished.~~competitive ~~In addition, the existence or announcement of strategic relationships involving our competitors could adversely affect our ability to attract and retain customers.~~position;

~~International~~• activities ~~operations~~relating ~~may~~to ~~impose~~the ~~substantial~~merger ~~burdens~~and onrelated ~~our~~uncertainties ~~resources,~~may divert our management’s attention orfrom ~~otherwise~~our ~~harm~~day-to-day business and cause disruptions among our employees and to our relationships with customers and business. partners, thus detracting from our ability to increase revenue and minimize costs and possibly leading to a loss of revenue and market position that we may not be able to regain if the transaction does not occur;

We rely on independent partners in foreign countries to help conduct our international operations and sales and marketing efforts. Our success in international markets consequently will depend to a large23

22• the market price of our common stock could decline following an announcement that the merger has been abandoned, to the extent that the current market price reflects a market assumption that the merger will be completed;

~~degree on~~• we ~~the~~could ~~success~~be ofrequired ~~these~~to ~~independent~~pay ~~partners,~~Docent ~~over~~a ~~which we have little control~~$2. If5 ~~they~~million ~~are~~termination ~~unwilling~~fee orif ~~unable~~the ~~to dedicate sufficient resources to our~~merger ~~relationships,~~agreement ~~our~~is ~~international~~terminated ~~operations~~under ~~will~~certain ~~suffer.~~specified conditions;

We• we would ~~rely~~remain onliable ~~our~~for ~~operations~~certain incosts ~~Hyderabad,~~related ~~India~~ to ~~enable us to complete customer implementation projects and new releases of~~ the ~~Aspen~~transaction, ~~suite~~such ~~on time and within our established budgets. Should our operations in Hyderabad be~~as ~~disrupted for any significant period of time~~legal, ~~it could prevent us from completing customer implementations or new releases of the Aspen suite in a timely manner~~accounting, ~~which~~financial ~~could~~advisor ~~cause~~and ~~our~~financial ~~business~~printing ~~to suffer.~~fees;

~~Our~~• we may ~~efforts~~not inbe ~~Hyderabad~~able to continue our present level of operations and ~~elsewhere~~therefore ~~abroad~~may ~~are~~have ~~subject~~ to ascale ~~number~~back our present level of ~~risks~~business ~~inherent~~and consider additional reductions in ~~international~~force; ~~operations, including:~~and

• ~~diversion~~ we may not be able to take advantage of ~~management~~alternative ~~attention;~~business opportunities or effectively respond to competitive pressures.

~~• difficulties~~Sales cycles ~~and~~are ~~costs~~lengthy, ofrequiring ~~staffing~~considerable ~~and~~additional ~~managing~~investment with no ~~foreign~~assurance ~~offices;~~of generating revenue from our efforts.

~~• different~~The ~~learning~~period ~~styles~~between our initial contact with a potential customer and ~~cultures;~~that customer’s purchase of our products and services is lengthy and may extend over several fiscal quarters. To sell our products and services successfully, we company generally must educate our potential customers regarding the use and benefits of our products and services, which can require significant time, capital and other resources. The delay or failure to complete sales in a particular quarter could reduce our revenue in that quarter, as well as subsequent quarters over which revenue for the sale would likely be recognized. If the sales cycle unexpectedly lengthens in general or for one or more large orders, it would negatively affect the timing of our revenue and our revenue growth would be harmed.

~~• numerous~~Although we must expend and ~~potentially~~allocate resources ~~conflicting~~prior ~~regulatory~~to completing a sales transaction, we may never generate any ~~requirements;~~revenue from these activities. In addition, many of our potential customers are large enterprises that generally take longer than smaller organizations to make significant business decisions.

~~• export~~Moreover, ~~controls~~our revenue will be subject to fluctuation as a result of general economic conditions and overall spending in the technology and enterprise software sectors. A weakening economy could result in organizations further delaying, ~~import~~canceling, ~~tariffs~~or reducing capital expenditures generally and ~~other~~spending on enterprise software applications in particular. A significant portion of our revenue is derived ~~barriers~~from the sale of products and services to ~~trade;~~large companies or government agencies, which historically have reduced their expenditures for enterprise software applications during economic downturns.

~~• changes~~Any infailure ~~laws~~to meet investor expectations for a given quarter as a result of delayed customer decisions, reduced order sizes or ~~governmental~~failed ~~policies;~~sales efforts would likely cause the price of our common stock to decline.

~~• reduced~~We have ~~protection~~a history of ~~intellectual~~losses ~~property rights;~~and may have continued losses in the future.

~~• regional~~We ~~political~~incurred ~~and~~a ~~economic~~net ~~instability;~~loss of approximately $3.1 million for the nine months ended September 30, 2003. As of September 30, 2003, our accumulated deficit was $233.1 million. Although our business generated positive cash flow from operations over the nine-month period ending September 30, 2003, we have not yet achieved profitability and may not do so. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis.

~~• fluctuations~~We have ina ~~currency~~limited ~~exchange~~operating ~~rates~~history with the Aspen suite, which makes it difficult to predict our future performance.

~~Our~~The primary ~~debt~~focus ~~covenants~~of ~~may~~our ~~significantly~~business ~~restrict~~is and throughout 2003 will continue to be the Aspen suite. We released the first version of the Aspen suite in September 2001 and released the first major upgrade in September 2002. Accordingly, we have a limited operating history on which to evaluate our ~~operations~~current business and future prospects. Our limited operating history with the Aspen suite makes it difficult to

We are subject to numerous covenants in our agreement with Silicon Valley Bank that impose financial and operating restrictions on our business if we wish to maintain availability of the credit facility. These restrictions may affect our ability to operate our business, may limit our ability to take advantage of potential business opportunities as they arise, and may adversely affect the conduct of our current business. These covenants place restrictions on our ability to, among other things:24

~~• incur~~predict ~~debt~~our ~~with~~future ~~parties~~performance ~~other~~and ~~than~~may ~~Silicon~~not ~~Valley~~provide investors with a ~~Bank;~~meaningful basis for evaluating an investment in our common stock.

~~• pay~~The enterprise ~~dividends,~~learning ~~redeem~~software ormarket ~~repurchase~~may ~~our~~not ~~stock~~grow to a sufficient size or at a ~~make~~sufficient ~~other~~rate ~~distributions;~~to sustain our business.

~~• make~~The ~~acquisitions~~enterprise learning software market may not grow to a sufficient size or ~~investments;~~at a sufficient rate for our business to succeed. Corporate training and education historically have been conducted primarily through classroom instruction. Although technology-based training applications have been available for many years, they currently account for only a small portion of the overall corporate learning market. Accordingly, our success will depend on the extent to which companies implement enterprise learning software solutions for the design, development, delivery and management of their corporate learning needs.

~~• engage~~Many companies that have already invested substantial resources in traditional training methods may be reluctant to adopt a new strategy that may limit or ~~different~~compete ~~businesses;~~with their existing investments. Even if companies implement enterprise learning software solutions, they may still choose to develop such solutions internally. If the use of enterprise learning software does not become widespread or if companies choose to develop such software internally rather than acquiring it from third parties, then our enterprise learning software may not be commercially successful.

~~• change~~We face ~~our~~risks ~~capital~~encountered ~~structure;~~in rapidly evolving markets and may be unsuccessful in addressing these risks.

~~• use~~We ~~assets~~face asrisks ~~security~~frequently encountered in rapidly ~~other~~evolving ~~transactions;~~markets. Specific risks we face relate to the demand for and market acceptance of our enterprise learning solutions. We may fail to adequately address these risks, and therefore our business may suffer. To address these risks, we must:

• ~~enter~~effectively ~~into~~market ~~transactions~~our ~~with~~enterprise ~~affiliates or~~learning ~~outside~~software ~~the~~to ~~ordinary~~new ~~course~~and ofexisting ~~business~~customers;

• ~~merge~~continue orto ~~consolidate~~enhance ~~with~~the ~~others~~technology orupon ~~acquire~~which our ~~assets~~enterprise ~~outside~~learning ~~the~~software ~~ordinary~~is ~~course of business~~based;

• ~~dispose~~successfully ofimplement ~~assets~~our orenterprise ~~use~~learning software ~~asset~~for ~~sale~~our ~~proceeds~~customers and generate continuing revenue from those customers; and

• ~~create~~address ~~liens~~and onestablish ~~our~~new ~~assets;~~technologies and technology standards.

~~• extend or~~We ~~guaranty~~face ~~credit~~intense competition from other enterprise learning software providers and may be unable to compete successfully.

~~In addition, the terms of our indebtedness require that we meet certain financial covenants related to maximum net losses and minimum tangible net worth.~~ The ~~covenants~~enterprise ~~governing~~learning ~~our~~software ~~existing indebtedness~~market ~~restrict our operations and those of our subsidiaries, and these~~is ~~limitations~~highly ~~could~~fragmented ~~impair our ability to meet such financial covenants. In addition, our ability to meet these financial covenants~~ and ~~to comply with other provisions governing our indebtedness may be affected by changes in economic or business conditions or other events beyond our control. Moreover~~competitive, ~~failure~~ ~~to comply~~ with ~~our~~no ~~debt-related~~single ~~obligations~~firm ~~could~~accounting ~~result~~for ~~in an event of~~a ~~default~~dominant ~~that,~~market ~~if not cured or waived, could result in an acceleration of our indebtedness~~share. We ~~are~~Our ~~currently~~competitors ~~in compliance~~vary ~~with these covenants, but we cannot assure you that we will not violate these covenants~~ in ~~the future. In the past~~size, wescope ~~have~~and ~~on occasion violated certain of~~ the ~~covenants~~breadth ~~under~~of ~~our~~products ~~loan agreements with Silicon Valley Bank~~ and ~~the~~services ~~bank~~offered. ~~has~~We ~~waived~~face ~~those violations~~competition from:

23• other developers of enterprise learning systems;

~~without cost~~• providers toof ~~us. However,~~other weenterprise ~~cannot~~software ~~assure you that the bank will waive any future violations at no cost to us, or at all.~~solutions;

~~Moreover,~~• large ~~because~~professional ~~the~~consulting ~~amount~~firms ~~available~~and ~~for borrowing under our agreement is based on our eligible accounts receivable, we may from time to time become over~~in-~~advanced under the line of credit if our~~house ~~eligible~~IT ~~accounts~~departments; receivable decrease, either because they have been collected but not applied against the existing obligations or because they have become ineligible under the terms of the agreement. In such a case we may be required to immediately repay a portion of the amount borrowed sufficient to bring the total amount owed to no more than the total availability under the loan facility.and

~~The loss~~• developers of ~~the~~web ~~services~~authoring ~~of our senior executives and key personnel would likely cause our business to suffer~~tools.

~~Our~~There ~~success~~are ~~depends~~relatively tolow abarriers ~~significant~~to ~~degree on~~entry in the ~~performance~~enterprise oflearning ~~the~~market ~~senior~~and ~~management~~new ~~team~~competitors ~~and~~may ~~other~~enter ~~key~~this ~~employees.~~market ~~The~~in the ~~loss~~future. ofIncreased ~~any~~competition ofmay ~~these~~result ~~individuals~~in ~~could~~price ~~harm~~reductions, ~~our~~reduced ~~business~~gross margins and loss of market share. We domay not ~~have employment~~be ~~agreements~~able ~~with~~to ~~several~~contend ofeffectively with ~~our~~such ~~executives~~increased orcompetition. In particular, ~~with~~vendors ~~any~~of other ~~key~~enterprise software applications such as ~~employees~~enterprise resource planning, human resource management or customer relationship management have begun to offer learning delivery and wemanagement functionality doto extend their current product lines within their existing customer base. Although these offerings may not ~~maintain~~offer ~~key~~the ~~person~~same ~~life~~functionality ~~insurance~~as ~~for~~our ~~any~~Aspen ~~officers~~suite, orbundling these ~~key~~offerings ~~employees.~~with the remainder of their solutions could diminish our ability to sell our products and services to

Our success also depends on our ability to attract, integrate, motivate and retain highly skilled technical, sales and marketing and professional services personnel. Competition for qualified personnel in the enterprise software industry is intense. To the extent we are unable to attract and retain skilled personnel our business will suffer.25

~~Our~~their customers and announcements by these ~~Aspen~~companies ~~suite~~of isfuture aproducts ~~new~~could ~~product~~delay purchasing decisions by their customers and ~~may~~our ~~contain~~prospects, ~~defects~~either orof ~~otherwise perform~~which ~~improperly~~could adversely affect our business.

~~Our~~Certain ~~Aspen~~of ~~suite~~our ~~was~~existing ~~initially~~and ~~released in September 2001,~~potential ~~and~~competitors ~~the~~have ~~first~~longer ~~major~~operating ~~version~~histories ~~upgrade~~and ~~was~~significantly ~~released in September 2002. We anticipate continuing to add new~~greater ~~features~~financial, ~~functionality and components. Complex enterprise software products frequently contain errors or failures~~technical, ~~especially~~marketing ~~when~~and ~~first~~other ~~introduced~~resources orand ~~when new~~therefore ~~versions~~may ~~are~~be ~~released. Because the Aspen products are complex software~~able ~~packages~~to ~~with~~respond ~~new~~more ~~features~~quickly ~~and~~to ~~functionality being added and~~ new ~~versions~~or ~~being released~~changing ~~on a regular basis~~opportunities, ~~there is a greater likelihood that they may contain such errors. In addition~~technologies, ~~since the Aspen suite is targeted at enterprise~~ ~~customers~~standards ~~with large numbers of users, customers~~ and ~~potential~~customer ~~customers~~requirements ~~may have~~or ~~a greater sensitivity~~ to ~~product~~compete ~~defects~~more oraggressively ~~product~~on ~~integration than the~~pricing. ~~market~~Price ~~for~~competition ~~software~~would ~~products~~likely ~~generally.~~result Toin ~~date~~reduced wegross ~~have~~margins ~~experienced~~and ~~errors~~may inprevent the Aspen ~~platform,~~suite infrom ~~particular~~yielding ~~when~~results ~~new~~sufficient ~~versions~~for ~~or functionality is first released, although such errors have not had a material impact on~~ our business ~~and~~ ~~generally have been corrected shortly after discovery. Although we have not experienced this~~ to ~~date,~~ ~~serious product errors could result in loss of revenue or delay in market acceptance, diversion of development resources, damage to our reputation, or increased service and warranty costs~~succeed.

WeStrategic relationships are important in ~~may~~expanding ~~not~~the bedistribution ~~able~~reach of companies in the enterprise learning market. If our competitors were to ~~adapt~~establish strategic relationships to ~~rapidly~~resell or ~~changing~~distribute ~~technology~~their products through their strategic partners, our ability to market and ~~evolving industry~~sell ~~standards~~products and services successfully may be substantially diminished. In addition, the existence or announcement of strategic relationships involving our competitors could adversely affect our ability to attract and retain customers.

~~The enterprise learning software market is~~International ~~characterized~~operations by rapidly changing technologies, frequent new product and service introductions, short development cycles and evolving industry standards. The introduction of new products and services embodying new technologies and the emergence of new industry standards may ~~render~~impose ~~our products~~substantial ~~and~~burdens ~~services obsolete. Our success depends~~ on our ~~ability~~resources, ~~to adapt to a rapidly changing landscape and to offer new products and services to address our customers~~divert management’s ~~changing~~attention ~~demands. We may experience difficulties that delay~~ or ~~prevent~~ ~~the~~otherwise ~~successful~~harm ~~design, development, introduction or marketing of~~ our ~~products and services~~business. ~~To the extent we in fact experience such delays, we may experience difficulty in attracting new customers and may lose existing customers.~~

IfWe rely on independent partners in foreign wecountries ~~are~~to ~~unable~~help conduct our international operations and sales and marketing efforts. Our success in international markets consequently will depend to ~~build~~a large degree on the ~~Click2learn~~success ~~and~~of ~~Aspen~~these ~~brands~~independent partners, over which we ~~may~~have little becontrol. If they are unwilling or unable to ~~grow~~ dedicate sufficient resources to our ~~business~~relationships, our international operations will suffer.

We ~~believe~~rely ~~that~~on ~~establishing~~our operations in Hyderabad, India to enable us to complete customer implementation projects and ~~maintaining~~new releases of the ~~Click2learn~~Aspen suite on time and ~~Aspen~~within ~~brands~~our ~~will~~established budgets. Should our operations in Hyderabad be disrupted ~~critical~~for toany ~~the~~significant ~~success~~period of ~~our enterprise~~time, ~~learning~~it ~~strategy~~could ~~and~~prevent ~~that~~us ~~the~~from completing ~~importance~~customer implementations or new releases of ~~brand~~the ~~recognition~~Aspen ~~will~~suite in a ~~increase~~timely asmanner, which could cause our business to suffer.

24Our efforts in Hyderabad and elsewhere abroad are subject to a number of risks inherent in international operations, including:

~~the market~~• diversion ~~for~~of ~~enterprise~~management ~~learning software products grows. If our brand building strategy is unsuccessful, our business could be materially harmed.~~attention;

~~We face~~• difficulties ~~the~~and ~~risk~~costs of ~~liability~~staffing ~~for failures to meet unique customer requirements,~~ and ~~the risk of cost overruns on~~managing ~~fixed-price~~foreign ~~projects.~~offices;

~~The~~• different ~~failure~~learning orstyles inability to meet a customer’s unique expectations or requirements in the performance of services could impair our reputation or result in a claim for damages, regardless of our responsibility for the failure. Although generally we attempt to limit contractually our liability for damages arising from product defects and other mistakes in rendering professional services, these contractual protections are not always obtained and may not be enforced or otherwise may not protect us from liability. Our insurance may not be sufficient to cover these claims. In addition, most of our professional services projects are performed on a fixed-price basis rather than on a time and materials basis. If we do not complete fixed-price engagements within budget, on time and to clients’ satisfaction, we bear the risk of cost overruns.cultures;

~~Security~~ • numerous and ~~privacy~~potentially ~~breaches~~conflicting ~~could subject us to litigation and liability.~~regulatory requirements;

We• export host certain of our customers’ enterprise learning software implementations at our data center and provide access to that software using the Internet. The Internet is a public network and data is sent over this network from many sources. Although we take reasonable steps in accordance with current industry practices to ensure the security of our hosting systems and customer datacontrols, ~~computer~~import ~~viruses~~tariffs ~~could be introduced into our systems or those of our customers, which could disrupt the operation of our hosting systems or make them inaccessible to users. We depend on Internet service providers~~ and ~~telecommunications companies and the efficient operation of their computer networks and~~ other ~~computer equipment to enable customers to~~ ~~access~~barriers ~~and use hosted software implementations. Each of these has experienced significant outages in the past and could experience outages, delays and other difficulties due~~ to ~~system failures unrelated to our systems, which could cause our customers to believe we were at fault and withhold payments due to us.~~trade;

We• changes could become subject to litigation and liability if third parties penetrate security for our hosting systems or otherwise misappropriate our users’ confidential information or if customers are unable to access and use hosted software implementations. Advances in ~~computer~~ ~~capabilities,~~laws ~~new discoveries in the field of cryptography~~ or ~~other technological~~governmental events or developments could result in compromises or breaches of our security systems. Anyone who circumvents our security measures could misappropriate proprietary information or cause interruptions in our services or operations. We may be required to expend significant capital and other resources to protect against the threat of security breaches or service interruptions or to alleviate problems caused by breaches or service interruptions.policies;

~~Acquisitions or~~• reduced ~~investments~~protection ~~may~~of ~~drain~~intellectual ~~capital and equity resources, divert management’s attention or otherwise harm our~~property ~~business.~~rights;

In• regional ~~the~~political future we may acquire or make investments in other businesses, products or technologies. Such acquisitions or investments may require that we pay significant cash, issue stock or incur substantial debt. In addition, such acquisitions or investments may require significant managerial attention, which may be diverted from our other operations. These capital, equity and ~~managerial~~economic ~~commitments~~instability; may impair the operation of our business. Furthermore, acquired businesses may not be effectively integrated, may be unable to maintain key pre-acquisition business relationships, may contribute to increased fixed costs and ~~may expose us to unanticipated liabilities.~~

25• fluctuations in currency exchange rates.

Our ~~intellectual~~debt ~~property~~covenants may ~~become~~significantly ~~subject~~restrict ~~to legal challenges, unauthorized use or infringement, any of which could diminish the value of~~ our ~~products and services~~operations.

~~Our~~We ~~success~~are ~~depends~~subject into ~~large~~numerous ~~part~~covenants onin our ~~proprietary~~agreement ~~technology.~~with WeSilicon ~~rely~~Valley onBank athat ~~combination~~impose offinancial ~~copyrights,~~and ~~trademarks,~~operating ~~trade secret laws,~~ restrictions on ~~disclosure~~our ~~and~~business ~~other~~if ~~methods~~we wish to ~~protect~~maintain ~~our proprietary~~availability ~~technology. We~~of dothe ~~not have~~credit ~~patents~~facility. ~~for~~These ~~any~~restrictions ofmay ~~the~~affect ~~technology underlying~~ our ~~Aspen~~ability ~~platform. If we fail~~ to ~~successfully~~ ~~enforce~~operate our ~~intellectual property rights~~business, ~~the value of these~~ ~~rights,~~may ~~and~~limit ~~consequently the value of~~ our ~~products~~ability ~~and services~~ to ~~our customers,~~take ~~could~~advantage ~~diminish~~of ~~substantially.~~potential Itbusiness ~~may~~opportunities ~~be possible for third parties~~as tothey ~~copy~~arise, ~~or otherwise obtain~~ and ~~use~~may ~~our~~adversely ~~intellectual~~affect ~~property~~the orconduct ~~trade~~of ~~secrets without~~ our ~~authorization,~~current ~~and~~business. itThese covenants ~~may~~place berestrictions ~~possible~~on ~~for~~our ~~third~~ability ~~parties~~ to ~~independently~~, ~~develop~~among ~~substantially~~other ~~equivalent intellectual property.~~things:

~~Litigation~~• incur ~~may~~debt bewith ~~necessary~~parties in the future to enforce our intellectual property rights, to protect trade secrets or to determine the validity and scope of the proprietary rights of others. From time to time we have received, and may in the future receive, notice of claims of infringement of other ~~parties’~~than ~~proprietary~~Silicon ~~rights. Such claims could result in~~Valley costly litigation and could divert management and technical resources. They could also delay product shipment or require us to develop non-infringing technology or enter into royalty or licensing agreements, which agreements may not be available on reasonable terms, or at all.Bank;

~~Our products~~• pay ~~include third-party technology~~dividends, ~~the~~redeem ~~loss~~or ofrepurchase ~~which~~our ~~could~~stock ~~materially harm~~or make ~~our~~other ~~business.~~distributions;

We• make ~~use~~acquisitions ~~some licensed third-party technology components in our products. Future licenses to this technology may not be available to us on commercially reasonable terms,~~ or at all. The loss of or inability to obtain or maintain any of these technology licenses could result in delays in the introduction of new products or could force us to discontinue offering portions of our enterprise learning solutions until equivalent technology, if available, is identified, licensed and integrated. Furthermore, we may become subject to legal claims related to licensed technology based on product liability, infringement of intellectual property or other legal theories.investments;

~~Our stock price has been and may continue to be volatile.~~26

~~The~~• engage trading price of our common stock has been and is likely to continue to be highly volatile. For example, during the 52-week period ended June 30, 2003, the price of our common stock ranged from $0.23 to $4.90 per share. Our stock price is subject to continued fluctuations in ~~response to~~new aor ~~number~~different ~~of factors, including:~~businesses;

• ~~actual or~~change ~~anticipated~~our ~~variations~~capital ~~in quarterly operating results~~structure;

• ~~changes in~~use ~~financial~~assets ~~estimates~~as orsecurity ~~recommendations~~in byother ~~securities analysts~~transactions;

• ~~conditions or~~enter ~~trends~~into intransactions ~~the~~with ~~learning~~affiliates ~~and~~or outside ~~enterprise~~the ~~software~~ordinary ~~markets~~course of business;

• ~~announcements by~~merge us or ~~our~~consolidate ~~competitors~~with ofothers ~~significant~~or ~~customer~~acquire assets ~~wins,~~outside ~~technological~~the ~~innovations, new~~ordinary ~~products~~course orof ~~services~~business;

• ~~announcements by~~dispose ~~us or our competitors~~ of ~~significant~~assets ~~acquisitions,~~or ~~strategic~~use ~~partnerships, joint~~asset ~~ventures~~sale ~~or capital commitments~~proceeds;

• ~~additions or~~create ~~departures~~liens ofon ~~key~~our ~~personnel~~assets; and

• ~~sales of~~extend ~~our~~or ~~common~~guaranty ~~stock; and~~credit.

~~• general~~In addition, the terms of our indebtedness ~~market~~require that we meet certain financial covenants related to maximum net losses and minimum tangible net worth. The covenants governing our existing indebtedness restrict our operations and those of our subsidiaries, and these limitations could impair our ability to meet such financial covenants. In addition, our ability to meet these financial covenants and to comply with other provisions governing our indebtedness may be affected by changes in economic or business conditions or other events beyond our control. Moreover, failure to comply with our debt-related obligations could result in an event of default that, if not cured or waived, could result in an acceleration of our indebtedness. We are currently in compliance with these covenants, but we cannot assure you that we will not violate these covenants in the future. In the past, we have on occasion violated certain of the covenants under our loan agreements with Silicon Valley Bank and the bank has waived those violations without cost to us. However, we cannot assure you that the bank will waive any future violations at no cost to us, or at all.

~~The~~Moreover, ~~stock~~because ~~market~~the inamount ~~general~~available for borrowing under our agreement is based on our eligible accounts receivable, ~~and~~we may from time to time become over-advanced under the ~~market~~line ~~for~~of ~~enterprise~~credit ~~software~~if ~~and~~our ~~technology~~eligible ~~companies~~accounts inreceivable ~~particular~~decrease, ~~recently~~either ~~has~~because ~~experienced~~they ~~extreme~~have ~~price~~been ~~and~~collected ~~volume~~but ~~fluctuations~~not ~~that~~applied ~~have~~against ~~been~~the ~~unrelated~~existing obligations or ~~disproportionate~~because tothey ~~the~~have become ~~operating~~ineligible ~~performance~~under ofthe ~~many~~terms of the ~~affected companies~~agreement. ~~These~~ In ~~broad~~such ~~market~~a ~~and~~case ~~industry~~we ~~factors~~ may ~~depress~~ ~~our~~be ~~stock~~required ~~price,~~to ~~regardless~~immediately repay a portion of ~~our~~the amount ~~operating~~borrowed ~~performance~~sufficient to bring the total amount owed to no more than the total availability under the loan facility.

26The loss of the services of our senior executives and key personnel would likely cause our business to suffer.

InOur ~~the~~success ~~past,~~depends ~~companies~~to ~~that~~a ~~have~~significant ~~experienced~~degree on ~~volatility~~the inperformance of the ~~market~~senior management team and other key employees. The ~~price~~loss of ~~their~~any ~~stock~~of ~~have~~these ~~been~~individuals ~~subject~~could toharm ~~securities~~our ~~class action litigation~~business. We ~~may~~do benot ~~the~~have employment ~~targets~~agreements ~~of this~~with ~~type~~several of ~~litigation~~our inexecutives ~~the~~or ~~future. Securities~~with ~~litigation~~any ~~against~~other uskey employees, ~~could~~and ~~result~~we indo ~~substantial~~not ~~costs~~maintain ~~and divert~~key ~~our~~person ~~management’s~~life ~~attention,~~insurance ~~which~~for ~~could~~any ~~seriously~~officers ~~harm~~or key ~~our business~~employees.

~~Item~~Our 3success also depends on our ability to attract, integrate, motivate and retain highly skilled technical, sales and marketing and professional services personnel. ~~Quantitative~~Competition for qualified personnel in the software industry is intense. To the extent we are unable to attract and ~~Qualitative~~retain ~~Disclosures~~skilled ~~about~~personnel ~~Market~~our ~~Risk~~business will suffer.

~~Market~~Our Aspen ~~Rate~~suite ~~Risk.~~is Wea ~~are~~new ~~exposed~~product ~~to market risk related to changes in interest rates~~ and ~~foreign~~may ~~currency~~contain ~~exchange~~defects ~~rates. We do not use derivative financial instruments for speculative~~ or ~~trading~~otherwise perform ~~purposes~~improperly.

~~Interest~~Our ~~Rate~~Aspen ~~Risk.~~suite Wewas ~~hold~~initially ~~our~~released ~~assets~~in September ~~primarily~~2001, and the first major version upgrade was released in ~~cash~~September 2002. We ~~and~~anticipate ~~cash~~continuing to add ~~equivalents~~new features, ~~such~~functionality asand ~~short-term~~components. ~~marketable~~Complex ~~debt~~enterprise ~~securities~~software products frequently contain errors or failures, ~~money~~especially ~~market~~when ~~funds~~first ~~and~~introduced ~~other~~or ~~cash~~when ~~equivalents.~~new Weversions ~~minimize~~are ~~risk~~released. byBecause ~~investing~~the inAspen ~~financial~~products are ~~instruments~~complex software packages with ~~maturity~~new offeatures ~~three~~and ~~months~~functionality orbeing ~~less.~~added Asand new versions being released on a ~~result~~regular basis, ifthere ~~market~~is a greater likelihood ~~interest~~that ~~rates~~they ~~were~~may tocontain ~~increase~~such ~~immediately~~errors. ~~and~~In ~~uniformly~~addition, bysince ~~10%~~the ~~from~~Aspen ~~levels~~suite atis ~~December 31,~~targeted ~~2002,~~at ~~the~~enterprise ~~fair~~customers ~~value~~with large numbers of ~~cash~~users, customers and potential ~~cash~~customers ~~equivalents~~may ~~would~~have ~~not~~a greater sensitivity to product defects or ~~change~~product byintegration athan ~~material~~the ~~amount~~market for software products generally. To date we have experienced errors in the Aspen platform, in particular when new versions or functionality is first released, although such errors have not had a material impact on our business and generally have been corrected

Foreign Currency Exchange Risk. We have foreign currency risk as a result of foreign subsidiary activities. For the three and six months ended June 30, 2003, international revenue from foreign subsidiaries accounted for approximately 9% and 8%, respectively, of total revenue. All foreign subsidiaries use the local currency as their functional currency.27

~~Our~~shortly ~~exposure~~after todiscovery. Although ~~foreign~~we ~~exchange~~have ~~rate fluctuations~~not ~~arises~~experienced inthis ~~part from intercompany accounts in which costs incurred in the United States are charged~~ to ~~the foreign subsidiaries. These~~ ~~intercompany~~date, ~~accounts~~serious ~~are~~product ~~typically~~errors ~~denominated~~could inresult ~~the functional currency of the foreign subsidiary~~ in ~~order~~loss ~~to centralize foreign exchange risk with the parent company in the United States. We are also exposed to foreign exchange rate fluctuations as the financial results~~ of ~~foreign~~revenue ~~subsidiaries~~or ~~are translated~~delay in ~~U.S. dollars in consolidation. As exchange rates vary, these~~market ~~results~~acceptance, ~~when~~diversion ~~translated, may vary from expectations and adversely impact overall expected profitability. The effect~~ of ~~foreign~~development ~~exchange rate fluctuations for the six months ended June 30~~resources, ~~2003~~damage ~~was not material. Due~~ to ~~the~~our ~~substantial volatility of currency exchange rates~~reputation, ~~among other factors,~~or weincreased ~~cannot~~service ~~predict~~and ~~the~~warranty ~~effect of exchange rate fluctuations on our future operating results~~costs.

~~Item~~We may ~~4. Controls~~not be able to adapt to rapidly changing technology and ~~Procedures~~evolving industry standards.

~~Click2learn~~The ~~maintains~~enterprise alearning ~~set~~software ofmarket ~~disclosure~~is ~~controls~~characterized ~~and~~by ~~procedures~~rapidly ~~designed~~changing totechnologies, ~~ensure~~frequent ~~that~~new ~~information~~product ~~required~~and service tointroductions, beshort development cycles and evolving industry ~~disclosed~~standards. inThe ~~filings~~introduction ~~made~~of ~~pursuant~~new toproducts ~~the~~and ~~Securities~~services ~~Exchange~~embodying ~~Act~~new technologies and the emergence of ~~1934~~new ~~(the~~industry standards may render our ~~“Exchange~~products ~~Act”)~~and isservices ~~recorded,~~obsolete. ~~processed,~~Our ~~summarized~~success ~~and~~depends ~~reported~~on ~~within~~our ~~the~~ability ~~time periods~~to ~~specified~~adapt into a ~~the~~rapidly ~~Securities~~changing landscape and ~~Exchange~~to ~~Commission’s~~offer ~~rules~~new products and ~~forms.~~services to address ~~Our~~our ~~principal~~customers’ ~~executive~~changing ~~and~~demands. ~~financial~~We ~~officers~~may ~~have~~experience ~~evaluated~~difficulties ~~our~~that ~~disclosure~~delay or ~~controls~~prevent ~~and~~the ~~procedures~~successful asdesign, ofdevelopment, ~~the~~introduction ~~end~~or marketing of our products and services. To the ~~period~~extent ~~covered~~we byin ~~this~~fact ~~report~~experience ~~and~~such delays, we may ~~have~~experience ~~determined~~difficulty ~~that~~in ~~such~~attracting ~~disclosure~~new ~~controls~~customers and ~~procedures~~may ~~are~~lose ~~effective~~existing customers.

NoIf we ~~changes~~are ~~were~~unable ~~made~~ to ~~our~~build ~~internal~~the ~~control~~Click2learn ~~over~~and ~~financial~~Aspen ~~reporting in connection with this evaluation that has materially affected~~brands, orwe ~~is reasonably~~may ~~like~~be unable to grow ~~materially affect,~~ our ~~internal control over financial reporting~~business.

27We believe that establishing and maintaining the Click2learn and Aspen brands will be critical to the success of our enterprise learning strategy and that the importance of brand recognition will increase as the market for enterprise learning software products grows. If our brand building strategy is unsuccessful, our business could be materially harmed.

~~PART~~We face ~~II—OTHER~~the ~~INFORMATION~~risk of liability for failures to meet unique customer requirements, and the risk of cost overruns on fixed-price projects.

~~Item~~The 1failure or inability to meet a customer’s unique expectations or requirements in the performance of services could impair our reputation or result in a claim for damages, regardless of our responsibility for the failure. ~~Legal~~Although ~~Proceedings~~generally we attempt to limit contractually our liability for damages arising from product defects and other mistakes in rendering professional services, these contractual protections are not always obtained and may not be enforced or otherwise may not protect us from liability. Our insurance may not be sufficient to cover these claims. In addition, most of our professional services projects are performed on a fixed-price basis rather than on a time and materials basis. If we do not complete fixed-price engagements within budget, on time and to clients’ satisfaction, we bear the risk of cost overruns.

~~Not~~Security and ~~applicable~~privacy breaches could subject us to litigation and liability.

~~Item~~We 2host certain of our customers’ enterprise learning software implementations at our data center and provide access to that software using the Internet. ~~Changes~~The InInternet ~~Securities~~is a public network and ~~Use~~data is sent over this network from many sources. Although we take reasonable steps in accordance with current industry practices to ensure the security of ~~Proceeds~~our hosting systems and customer data, computer viruses could be introduced into our systems or those of our customers, which could disrupt the operation of our hosting systems or make them inaccessible to users. We depend on Internet service providers and telecommunications companies and the efficient operation of their computer networks and other computer equipment to enable customers to access and use hosted software implementations. Each of these has experienced significant outages in the past and could experience outages, delays and other difficulties due to system failures unrelated to our systems, which could cause our customers to believe we were at fault and withhold payments due to us.

OnWe ~~June 20,~~could ~~2003,~~become wesubject ~~sold~~ to ~~certain~~litigation and ~~accredited~~liability ~~investors~~if athird ~~total~~parties ofpenetrate ~~7,460,644~~security ~~shares~~for of our ~~common~~hosting ~~stock~~systems ~~at a price~~or ofotherwise ~~$1.668~~misappropriate ~~per~~our ~~share~~users’ inconfidential ainformation ~~private~~or ~~placement~~if ~~transaction.~~customers are Weunable ~~also sold warrants~~ to ~~purchase~~access ~~2,611,225~~and ~~shares~~use ofhosted ~~common~~software ~~stock at an exercise price of $1~~implementations.90 ~~per share. The~~Advances ~~purchase price for the~~in ~~warrants~~computer ~~was~~capabilities, ~~$0.125~~new ~~per~~discoveries ~~warrant share. Craig-Hallum Capital Group LLC acted as placement agent~~ in the ~~transaction. The~~ ~~aggregate~~field ~~offering~~of ~~price for~~cryptography ~~the~~or ~~shares and warrants was approximately $12,771,000 and the placement~~other ~~agent~~technological ~~received~~events aor ~~fee~~developments ofcould ~~$703,392~~result ~~for~~in ~~its~~compromises ~~services~~or ~~along~~breaches ~~with warrants for the~~of ~~purchase~~our ofsecurity ansystems. ~~additional~~Anyone ~~373,032~~who ~~shares~~circumvents onour ~~the~~security ~~same~~measures ~~terms as the warrants~~could ~~issued to investors.~~misappropriate

The sale of shares and warrants was made only to accredited investors pursuant to Rule 506 of Regulation D under the Securities Act of 1933 as amended (“the Act”) and was therefore exempt under the Act. A registration statement on Form S-3 was filed subsequent to the end of the fiscal quarter with respect to the resale of the shares sold in the private placement and issuable upon exercise of warrants.28

~~The~~proprietary ~~warrants~~information ~~have~~or ~~a term of five years. They become exercisable on December 21, 2003 and remain~~cause ~~exercisable~~interruptions ~~at any time prior to their expiration~~ in ~~whole~~our services or ~~in part upon the payment of the exercise price for the number of shares with respect to which the warrants are being exercised~~operations. ~~In addition,~~ ~~the~~We ~~warrants~~ may be ~~exercised~~required ~~on a net exercise basis, pursuant~~ to ~~which~~ ~~the exercise price for an exercise of warrants is paid by the~~expend ~~cancellation~~significant ofcapital aand ~~portion~~other ofresources ~~the shares being exercised having a fair market value equal~~ to ~~the~~protect ~~exercise~~against ~~price for all~~ the ~~shares~~threat ~~being exercised. However, a net exercise may only be made if there is not an effective registration statement in place on the date~~ of ~~such~~ ~~exercise~~security ~~covering~~breaches ~~the~~or ~~resale~~service ofinterruptions ~~the~~or ~~warrant~~to ~~shares~~alleviate ~~and~~problems ~~the~~caused ~~warrant shares~~by ~~cannot~~breaches beor ~~resold~~service ~~pursuant to Rule 144(k)~~interruptions.

~~Item~~Acquisitions or 3.investments ~~Defaults~~may ~~Upon~~drain ~~Senior~~capital ~~Securities~~and equity resources, divert management’s attention or otherwise harm our business.

~~Not~~In ~~applicable~~the future we may acquire or make investments in other businesses, products or technologies. Such acquisitions or investments may require that we pay significant cash, issue stock or incur substantial debt. In addition, such acquisitions or investments may require significant managerial attention, which may be diverted from our other operations. These capital, equity and managerial commitments may impair the operation of our business. Furthermore, acquired businesses may not be effectively integrated, may be unable to maintain key pre-acquisition business relationships, may contribute to increased fixed costs and may expose us to unanticipated liabilities.

~~Item~~Our intellectual 4.property ~~Submission~~may ofbecome ~~Matters~~subject to alegal ~~Vote~~challenges, unauthorized use or infringement, any of ~~Securities~~which ~~Holders~~could diminish the value of our products and services.

~~The~~Our ~~2003~~success ~~Annual~~depends ~~Meeting~~in oflarge ~~the~~part ~~Stockholders~~on ofour proprietary ~~Click2learn~~technology. ~~was~~We ~~held~~rely on ~~May 28,~~ ~~2003~~a atcombination ~~110 110th Avenue~~of NEcopyrights, ~~Bellevue~~trademarks, trade ~~Washington~~secret laws, restrictions on disclosure and other methods to protect our proprietary technology. ~~The~~We do not have ~~meeting~~patents ~~was~~for ~~held~~any ~~pursuant~~of the technology underlying our Aspen platform. If we fail to successfully aenforce ~~Notice~~our ofintellectual ~~Annual~~property ~~Meeting~~rights, the value of ~~Stockholders~~these ~~mailed~~rights, toand consequently the ~~stockholders~~value onof orour ~~about~~products ~~April 23~~and services to our customers, ~~2003~~could diminish substantially. ~~Two~~ ~~proposals~~It ~~were~~may ~~submitted~~be possible for third parties to ~~the~~copy ~~stockholders~~or otherwise obtain and ~~approved~~use ~~at the~~our ~~annual~~intellectual ~~meeting~~property or trade secrets without our authorization, asand ~~follows:~~it may be possible for third parties to independently develop substantially equivalent intellectual property.

~~Proposal~~Litigation 1:may ~~Election~~be ofnecessary ~~Kevin~~in M.the ~~Oakes,~~future ~~Ronald~~to S.enforce ~~Posner~~our ~~and~~intellectual ~~Jonathan~~property ~~Morgan~~rights, ~~as Class~~to IIprotect ~~directors~~trade tosecrets ~~serve~~or ~~until~~to determine the ~~annual~~validity ~~meeting~~and scope of the ~~stockholders~~proprietary rights of others. From time to betime we have received, and may in the future receive, notice of claims of ~~held~~infringement of other parties’ proprietary rights. Such claims could result in costly ~~2006~~litigation and could divert management and technical resources. ~~The~~ ~~number~~They could ofalso ~~votes~~delay ~~cast~~product shipment or require us to develop non-infringing ~~for~~technology or ~~withheld~~enter ~~from~~into ~~each~~royalty ~~nominee~~or licensing agreements, ~~both~~which inagreements ~~person~~may not ~~and~~be byavailable ~~proxy~~on reasonable terms, ~~was~~or asat ~~follows:~~all.

	Kevin M. Oakes	Ronald S. Posner	Jonathan Morgan
Votes For	21,351,985	18,294,674	21,625,035
Votes Withheld	309,455	3,366,766	36,405

Our products include third-party technology, the loss of which could materially harm our business.

28We use some licensed third-party technology components in our products. Future licenses to this technology may not be available to us on commercially reasonable terms, or at all. The loss of or inability to obtain or maintain any of these technology licenses could result in delays in the introduction of new products or could force us to discontinue offering portions of our enterprise learning solutions until equivalent technology, if available, is identified, licensed and integrated. Furthermore, we may become subject to legal claims related to licensed technology based on product liability, infringement of intellectual property or other legal theories.

~~Proposal 2: Ratification of the appointment of~~Our ~~KPMG~~stock ~~LLP~~price ashas ~~our~~been ~~independent accountants to perform the audit of our financial statements for 2003. The number of votes cast for, cast against or abstaining from Proposal 2, both in person~~ and bymay ~~proxy,~~continue ~~was~~to asbe ~~follows:~~volatile.

Votes For		21,648,758
Votes Against		5,105
Abstaining		7,577

The trading price of our common stock has been and is likely to continue to be highly volatile. For example, during the 52-week period ended September 30, 2003, the price of our common stock ranged from $0.52 to $2.41 per share. Our stock price is subject to continued fluctuations in response to a number of factors, including:

~~Item~~• actual or 5.anticipated ~~Other~~variations ~~Information~~in quarterly operating results;

~~Changes to Audit Committee. On July 2, 2003,~~• changes ~~Ronald~~in S.financial ~~Posner~~estimates resigned as a member and as Chairman of the Audit Committee. Mr. Posner resigned from the Audit Committee because his current schedule did not permit him to devote the time he felt was appropriate to devote as a member of the Audit Committee. There has been no disagreement between Click2learn and Mr. Posner on any matter relating to Click2learn’s policies or ~~practices. As~~recommendations aby ~~result~~securities of Mr. Posner’s resignation, the Board reduced the size of the Audit Committee from four directors to three and appointed Jonathan Morgan as Chairman. Mr. Posner will continue to serve as a member of the Board.analysts;

~~Item 6. Exhibits and Reports on Form 8-K~~29

(a)		Exhibits.
10.01*		Employment Agreement dated as of June 26, 2003 between Click2learn and Sudheer Koneru.
10.02*		Employment Agreement dated as of June 26, 2003 between Click2learn and Srinivasan Chandrasekar.
31.1		Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

• conditions or trends in the learning and enterprise software markets;

*Management• announcements ~~contract~~by us or ~~compensatory~~our ~~plan~~competitors of significant customer wins, technological innovations, new products or ~~arrangement.~~services;

~~(b) Reports~~• announcements by onus ~~Form~~or ~~8-K.~~our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

~~A report on Form~~• additions ~~8-K~~or ~~dated~~departures ~~June 20, 2003 was filed announcing the private placement to accredited investors~~ of ~~7,460,000~~key ~~shares of our common stock and warrants to purchase an additional 2,611,225 shares of our common stock. No financial statements were filed with such report.~~personnel;

~~A report on Form~~• sales ~~8-K~~of ~~dated~~our ~~June 2,~~common ~~2003~~stock; ~~was filed announcing changes to the executive management team. No financial statements were filed with such report.~~and

~~A report on Form~~• general ~~8-K~~market ~~dated April 24, 2003 was filed announcing results of operations for the three months ended March 31, 2003~~conditions. ~~No financial statements were filed with such report.~~

29The stock market in general, and the market for enterprise software and technology companies in particular, recently has experienced extreme price and volume fluctuations that have been unrelated or disproportionate to the operating performance of many of the affected companies. These broad market and industry factors may depress our stock price, regardless of our operating performance.

~~SIGNATURES~~In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the targets of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention, which could seriously harm our business.

~~Pursuant~~Item to3. ~~the~~Quantitative ~~requirements~~and ofQualitative ~~the~~Disclosures ~~Securities~~about ~~Exchange~~Market ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Risk

		CLICK2LEARN, INC.
August 11, 2003		/s/John D. Atherly
Date		John D. Atherly
		Vice President, Finance and Administration
		and Chief Financial Officer
		(Duly Authorized Officer and Chief Accounting Officer)

Market Rate Risk. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes.

30Interest Rate Risk. We hold our assets primarily in cash and cash equivalents, such as short-term marketable debt securities, money market funds and other cash equivalents. We minimize risk by investing in financial instruments with maturity of three months or less. As a result, if market interest rates were to increase immediately and uniformly by 10% from levels at December 31, 2002, the fair value of cash and cash equivalents would not change by a material amount.

~~Exhibit~~Foreign ~~List~~Currency Exchange Risk. We have foreign currency risk as a result of foreign subsidiary activities. For the three and nine months ended September 30, 2003, international revenue from foreign subsidiaries accounted for approximately 11% and 9%, respectively, of total revenue. All foreign subsidiaries use the local currency as their functional currency.

10.01*		Employment Agreement dated as of June 26, 2003 between Click2learn and Sudheer Koneru.
10.02*		Employment Agreement dated as of June 26, 2003 between Click2learn and Srinivasan Chandrasekar.
31.1		Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Our exposure to foreign exchange rate fluctuations arises in part from intercompany accounts in which costs incurred in the United States are charged to the foreign subsidiaries. These intercompany accounts are typically denominated in the functional currency of the foreign subsidiary in order to centralize foreign exchange risk with the parent company in the United States. We are also exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated in U.S. dollars in consolidation. As exchange rates vary, these results, when translated, may vary from expectations and adversely impact overall expected profitability. The effect of foreign exchange rate fluctuations for the nine months ended September 30, 2003 was not material. Due to the substantial volatility of currency exchange rates, among other factors, we cannot predict the effect of exchange rate fluctuations on our future operating results.

*Management contractItem or4. Controls ~~compensatory~~and ~~plan or arrangement.~~Procedures

31Click2learn maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings made pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our principal executive and financial officers have

evaluated our disclosure controls and procedures as of the end of the period covered by this report and have determined that such disclosure controls and procedures are effective.

No changes were made to our internal control over financial reporting in connection with this evaluation that has materially affected, or is reasonably like to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 2. Changes In Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Securities Holders

Not applicable.

Item 5. Other Information

On October 20, 2003, we announced the execution of an Agreement and Plan of Reorganization, dated as of October 20, 2003 (the “Merger Agreement”), by and among us, Docent, Hockey Merger Corporation, a Delaware corporation (“Newco”), Canuck Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Newco (“Click2learn Merger Sub”) and Devil Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Newco (“Docent Merger Sub”). In the transaction, Click2learn Merger Sub will merge with and into us and each issued and outstanding share of our common stock will be exchanged for 0.4144 shares of Newco common stock (the “Click2learn Exchange Ratio”), Docent Merger Sub will merge with and into Docent and each issued and outstanding share of Docent common stock will be exchanged for 0.9525 shares of Newco common stock (the “Docent Exchange Ratio”). In addition, (i) each outstanding option and warrant to purchase shares of our common stock will be assumed by Newco and will represent the right to purchase a number of shares of Newco common stock based on the Click2learn Exchange Ratio, and the exercise price per share will be adjusted accordingly, and (ii) each outstanding option and warrant to purchase Docent common stock will be assumed by Newco and will represent the right to purchase a number of shares of Newco common stock based on the Docent Exchange Ratio, and the exercise price per share will be adjusted accordingly. The separate corporate existences of Click2learn Merger Sub and Docent Merger Sub will thereupon cease and Docent and us will each continue as wholly owned subsidiaries of Newco.

The consummation of the merger is subject to the approval of our stockholders and the stockholders of Docent and other customary closing conditions. The merger is intended to be a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”) and/or qualify as a tax-free exchange under Section 351 of the Code, and is expected to be treated as a purchase for financial accounting purposes, in accordance with generally accepted accounting principles generally accepted in the United States of America.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement. Copies of the Merger Agreement and other documents related to the transaction are attached as exhibits to the Current Report of Form 8-K we filed with the Securities and Exchange Commission on October 20, 2003.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

31.1 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

A report on Form 8-K dated July 25, 2003 was filed announcing results of operations for the six months ended June 30, 2003. No financial statements were filed with such report.

SIGNATURES

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.

		CLICK2LEARN, INC.


November 12, 2003		/s/John D. Atherly
Date		John D. Atherly Chief Financial Officer (Duly Authorized Officer and Chief Accounting Officer)

Exhibit List

31.1 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filing Compare · CLICK2LEARN INC/DE/