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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended March 31, 2005
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from           to
Commission File Number 000-26521
 
ASK JEEVES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
  94-3334199
(State or other jurisdiction of
Incorporation or organization)
  (IRS Employer
Identification No.)
555 12th Street, Suite 500, Oakland, CA 94607-4046
(Address of principal executive offices, including zip code)
(510) 985-7400
(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 þ          No o
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o
      The number of shares outstanding (excluding treasury shares) of the registrant’s Common Stock as of May 2, 2005 was 59,151,387.
      The Exhibit Index begins on page 54.



ASK JEEVES, INC.
TABLE OF CONTENTS
             
        Page
         
 PART I. FINANCIAL INFORMATION
         
        3  
        4  
        5  
        6  
      16  
      50  
      51  
 
 PART II. OTHER INFORMATION
      52  
      52  
      52  
      52  
      52  
      52  
        53  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
      In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “assume” or other similar expressions, although not all forward-looking statements contain these identifying words. Our forward-looking statements in this report include those relating to our expected establishment of additional European sites; our planned investments in marketing and in developing new features for our search sites, portals and Fun Web Products; our planned research and development expenditures to improve our Teoma algorithm and computer infrastructure; our planned expansion of AJinteractive’s delivery, billing and tracking systems; our expectations regarding monetization; and our proposed acquisition by IAC. All other statements in this report regarding our future strategy, future operations, projected financial position, estimated future revenues, anticipated seasonality, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are also forward looking statements. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this report was filed with the SEC. We expressly disclaim any obligation to issue any updates or revisions to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse to our stockholders. Many important factors that could cause such a difference are described in this Quarterly Report under the caption “Risk Factors” as well as in our most recent Annual Report under the captions “Competition,” “Intellectual Property Rights,” “Regulation of the Internet” and “Risk Factors,” all which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this report.
PRELIMINARY NOTE REGARDING OUR TRADEMARKS
      Our registered trademarks in the United States include Ask Jeeves; the “Ask!” button design; Ask.com; Excite; the “Excite” design; iWon; the “iWon” design; the “Jeeves” design (a stylized depiction of our butler logo); Teoma; the “Teoma” design (a stylized depiction of the Teoma word trademark) and “Search with Authority” (a phrase we use on the Teoma.com Web site). The trademarks “Ask Jeeves” and the “Jeeves” design are registered in Australia, Canada, China, the European Community, France, Germany, Japan, Korea, Mexico, Norway, Spain, and the United Kingdom. The trademarks Excite and the “Excite” design are registered in Argentina, Chile, Mexico and Venezuela. In addition, the trademark iWon is registered in the European Community and the “iWon” design is registered in Canada, Hong Kong, Japan, Mexico and Singapore. This quarterly report also contains trademarks and trade names of third parties.

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PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
ASK JEEVES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    March 31,   December 31,
    2005   2004
         
    (Unaudited)   (Note 1)
    (In thousands, except share
    and per share data)
ASSETS
Current assets:
               
Cash and cash equivalents
  $ 64,777     $ 80,452  
Marketable securities
    45,102       29,250  
             
Total cash, cash equivalents and marketable securities
    109,879       109,702  
Accounts receivable, net
    54,444       44,911  
Prepaid expenses and other current assets
    12,088       8,535  
             
Total current assets
    176,411       163,148  
Property and equipment, net
    33,751       22,761  
Goodwill
    264,898       264,898  
Intangible assets, net
    90,824       87,887  
Deferred tax asset, net
    295       295  
Other long-term assets, net
    5,309       5,420  
             
Total assets
  $ 571,488     $ 544,409  
             
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
Accounts payable and other accrued liabilities
  $ 47,729     $ 38,566  
Accrued compensation and related expenses
    7,173       8,245  
Accrued restructuring costs
    195       383  
Deferred revenue
    1,782       2,583  
Current portion of capital lease obligation
    661       710  
             
Total current liabilities
    57,540       50,487  
Convertible subordinated notes
    115,000       115,000  
Capital lease obligations, less current portion
    326       460  
Other liabilities
    326       326  
             
Total liabilities
    173,192       166,273  
Commitments and contingencies
               
Stockholders’ equity:
               
Convertible preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding
           
Common stock, $.001 par value: 150,000,000 shares authorized 59,004,788 and 54,480,762 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively
    997,295       994,971  
Deferred stock compensation
    (3,392 )     (3,722 )
Accumulated deficit
    (599,384 )     (617,525 )
Accumulated other comprehensive income
    3,777       4,412  
             
Total stockholders’ equity
    398,296       378,136  
             
Total liabilities and stockholders’ equity
  $ 571,488     $ 544,409  
             
See accompanying notes to condensed consolidated financial statements.

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ASK JEEVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 
    Three Months Ended
     
    March 31,   March 31,
    2005   2004
         
    (Unaudited)
    (In thousands, except share and
    per share data)
Revenues
  $ 94,861     $ 39,229  
Cost of revenues
    29,709       6,070  
             
Gross profit
    65,152       33,159  
Operating expenses:
               
Product development
    8,625       4,753  
Sales and marketing
    26,256       9,164  
General and administrative
    8,968       5,344  
Amortization of intangible assets
    3,329        
             
Total operating expenses
    47,178       19,261  
             
Operating income
    17,974       13,898  
Interest income, net
    347       442  
Interest expense
    (47 )     (3 )
Other income, net
    396       142  
             
Income before income tax provision
    18,670       14,479  
Income tax provision
    529       1,100  
             
Net income
  $ 18,141     $ 13,379  
             
Earnings per share — Basic
               
Net income per share
  $ 0.31     $ 0.29  
             
Weighted average shares outstanding used in computing basic net income per share
    58,784,772       46,885,863  
             
Earnings per share — Diluted
               
Net income per share
  $ 0.26     $ 0.23  
             
Weighted average shares outstanding used in computing diluted net income per share
    69,119,378       59,370,727  
             
Revenues from related parties
  $     $ 1,131  
             
See accompanying notes to condensed consolidated financial statements.

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ASK JEEVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    Three Months Ended
    March 31,
     
    2005   2004
         
    (Unaudited)
    (In thousands)
Operating activities
               
Net income
  $ 18,141     $ 13,379  
Adjustment to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    3,210       1,732  
Stock compensation
    421       191  
Amortization of other assets
    7,241       464  
Income tax benefit from stock option exercises
    82        
Changes in operating assets and liabilities:
               
Accounts receivable
    (9,533 )     (2,224 )
Prepaid expenses and other assets
    (3,620 )     (2,127 )
Accounts payable and other accrued liabilities
    9,163       4,016  
Accrued compensation and related expenses
    (1,072 )     (71 )
Accrued restructuring costs
    (188 )     (188 )
Deferred revenue
    (801 )     (1,220 )
             
Net cash provided by operating activities
    23,044       13,952  
Investing activities
               
Purchases of property and equipment
    (14,200 )     (5,186 )
Purchases of marketable securities
    (22,777 )     (33,100 )
Maturities of marketable securities
    6,907       30,407  
Redemption of marketable securities
    (6 )     20,749  
Acquisitions of developed technology
    (10,000 )      
             
Net cash (used in) provided by investing activities
    (40,076 )     12,870  
Financing activities
               
Issuance of common stock
    2,151       3,536  
Repayment of capital lease obligations
    (183 )      
             
Net cash provided by financing activities
    1,968       3,536  
Effect of exchange rate changes on cash and cash equivalents
    (611 )     668  
             
(Decrease) increase in cash and cash equivalents
    (15,675 )     31,026  
Cash and cash equivalents at beginning of period
    80,452       36,673  
             
Cash and cash equivalents at end of period
  $ 64,777     $ 67,699  
             
See accompanying notes to condensed consolidated financial statements.

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ASK JEEVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     The Company
      Ask Jeeves, Inc. (“Ask Jeeves” or the “Company”) provides information search and retrieval services to users through a diverse portfolio of Web sites, downloadable applications and distribution networks. On the Company’s Ask Jeeves brand sites — Ask.com in the U.S., Ask.co.uk in the U.K., es.Ask.com in Spain and Ask.jp (a joint venture) in Japan — users submit queries and the Company’s algorithmic search engine, Teoma, responds by generating a list of Web sites likely to offer the most authoritative content. The Company’s proprietary Web brands also include three content-rich portals (Excite.com, iWon.com and MyWay.com), a Web log, or “blog,” and RSS aggregation service (Bloglines.com) and several other search sites. The Company earns revenue primarily by displaying paid listings and other advertisements on its proprietary sites; and also generates advertising receipts by distributing ads and search services across two networks of third-party Web sites: the MaxOnline advertising network and the Ask Jeeves syndication network. The Company pays fees to these network sites in order to reach their users with its ads and services. The Company’s proprietary technologies include Teoma, natural language processing software, portal technology and ad-serving processes.
      Ask Jeeves’ strategic goal is to become a leading provider of differentiated search solutions to users, advertisers, publishers and partners. The Company is pursuing this goal using a multiple brand strategy.
      On May 6, 2004, Ask Jeeves acquired Interactive Search Holdings, Inc. (“ISH”), which became a wholly-owned subsidiary of the Company. ISH operates several portals and search sites and develops and distributes desktop applications. See Note 3 Acquisitions.
      On March 21, 2005 Ask Jeeves signed an agreement to be acquired by IAC/InterActiveCorp (“IAC”). Under the agreement, which is subject to approval by Ask Jeeves’ stockholders and other customary conditions, Ask Jeeves will merge with a newly formed subsidiary of IAC and Ask Jeeves stockholders will receive 1.2668 shares of IAC common stock for each share they hold of Ask Jeeves common stock at the time of the merger. Ask Jeeves will survive the merger as a wholly-owned subsidiary of IAC. The transaction is currently expected to close late in the second quarter or early in the third quarter. More information about the proposed merger will be set forth in a combined proxy statement/prospectus that Ask Jeeves will use to solicit stockholders’ approval. That proxy statement/prospectus will be mailed to Ask Jeeves stockholders prior to a special meeting of Ask Jeeves stockholders at which stockholder approval of the merger will be sought.
     Basis of Presentation
      The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005 or for any other future period.
      The condensed consolidated balance sheet at December 31, 2004 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
      The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The investment in the Ask Jeeves Japan joint venture in which the Company has significant influence but does not have a controlling voting interest or a majority interest in

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ASK JEEVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
the assets, obligations or results of operations is accounted for under the equity method. Investments in which the Company does not have the ability to exert significant influence are accounted for at cost. All significant intercompany transactions and balances have been eliminated upon consolidation.
      For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2004.
      Certain prior period balances have been reclassified to conform to the current year presentation. The reclassifications did not affect previously reported net income.
     Use of Estimates
      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. For the Company, such estimates include but are not limited to revenue recognition, allowances for doubtful accounts, legal contingencies, accounting for income taxes, impairment of goodwill, and impairment of long-lived assets. Actual results could differ materially from those estimates.
     Concentrations of Revenue
      During the three months ended March 31, 2005 and 2004, paid listing revenues from one provider accounted for 74% and 69% of revenues, respectively. This provider accounted for 47% and 38% of gross accounts receivable as of March 31, 2005 and December 31, 2004, respectively. The Company’s paid listing agreements with this provider are scheduled to terminate on December 31, 2007, unless renewed by mutual agreement.
     Net Income per Share
      Basic net income per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options, warrants, and convertible subordinated notes. Potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effect is anti-dilutive.
     Stock-Based Compensation
      The Company accounts for employee stock options using the intrinsic value method and makes the required pro forma disclosures as if the fair value method had been used. Compensation expense based on the difference, if any, on the measurement date (generally the date of grant), between the fair value of the Company’s stock and the exercise price of options to purchase that stock is amortized over the vesting period of the related option using the graded vesting method.

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ASK JEEVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
      Had compensation cost for the Company’s stock-based compensation plans been determined using the fair value at the grant dates for awards under those plans calculated using the Black Scholes valuation model, the Company’s net income and basic and diluted net income per share would have been decreased to the pro forma amounts indicated below (in thousands, except per share amounts):
                 
    Three Months Ended
     
    March 31,   March 31,
    2005   2004
         
Net income, as reported
  $ 18,141     $ 13,379  
Add:
               
Stock compensation expense included in reported net income
    330        
Deduct:
               
Total stock-based employee compensation expense determined under fair value based method for Employee Stock Purchase Plan
    (191 )     (139 )
Total stock-based employee compensation expense determined under fair value based method for stock options
    (10,432 )     (3,539 )
             
Net income, pro forma
  $ 7,848     $ 9,701  
             
Net income per share:
               
Basic, as reported
  $ 0.31     $ 0.29  
Basic, pro forma
  $ 0.13     $ 0.21  
Diluted, as reported
  $ 0.26     $ 0.23  
Diluted, pro forma
  $ 0.11     $ 0.16  
2. COMMITMENTS AND CONTINGENCIES
     Legal Proceedings
      From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, and a variety of claims arising in connection with its services, such as claims alleging defamation or invasion of privacy.
      On October 25, 2001, a putative class action lawsuit captioned Leonard Turroff, et al. v. Ask Jeeves, Inc., et al. was filed against the Company and two of the Company’s officers and directors (collectively the “Individual Defendants”) in the United States District Court for the Southern District of New York. Also named as defendants were Morgan Stanley & Co., Inc., FleetBoston Robertson Stephens, Goldman Sachs & Co., U.S. Bancorp Piper Jaffray, and Dain Rauscher, Inc., the underwriters of the Company’s initial public offering, or IPO. The complaint alleges violations of Section 11 of the Securities Act of 1933 against all defendants, and violations of Section 15 of the Securities Act against the Individual Defendants in connection with the Company’s IPO. An amended complaint was filed on December 6, 2001, which includes the same allegations in connection with Ask Jeeves’ second public offering in March 2000. The complaints seek unspecified damages on behalf of a purported class of purchasers of common stock between June 30, 1999 and December 6, 2000. This case is similar to, and has been coordinated with, over three hundred other cases filed in the Southern District Court of New York concerning the IPO market of the late 1990’s. In June 2003, a proposed settlement of this litigation was structured between the plaintiffs, the issuer defendants in the consolidated actions, the issuer officers and directors named as defendants, and the issuers’ insurance companies. On June 24, 2003, a special committee of the Company’s board of directors approved the Company’s participation in this settlement and on July 9, 2003, the Individual Defendants approved the settlement. In June 2004, the proposed settlement was submitted to the court for preliminary approval. The

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ASK JEEVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
underwriter defendants formally objected to the settlement on July 14, 2004. The plaintiffs and issuer defendants separately filed replies to the underwriter defendants’ objections on August 4, 2004. The court granted the preliminary approval motion on February 15, 2005, subject to certain modifications and directed the parties to report back to the court regarding the modifications. If the parties are able to agree upon the required modifications, and such modifications are acceptable to the court, notice will be given to all class members of the settlement, a “fairness” hearing will be held and if the court determines that the settlement is fair to the class members, the settlement will be approved. If the settlement is ultimately approved by the court, the Company expects that the costs and expenses of the settlement will be paid by the Company’s insurers, who will be reimbursed by the Company up to the amount of the Company’s $1.0 million insurance retention. Accordingly, the Company has accrued that amount on its consolidated balance sheet. Any payments beyond that amount will be made by the Company’s insurance carriers up to the limits of the relevant policies.
      On July 29, 2003, Focus Interactive filed a legal action against InfoSpace, Inc. in New York State court, Westchester County captioned Focus Interactive, Inc. v. InfoSpace, Inc., Index No. 03/11873 (Sup. Court Westchester County New York) (“NY Action”) seeking a declaration as to the respective rights and obligations of the parties under an Internet Services Agreement (“ISA”) between Focus Interactive and InfoSpace and seeking damages as a result of InfoSpace’s ISA-related demands. (The Company acquired Focus Interactive, Inc., formerly known as The Excite Network, Inc., on May 6, 2004 upon its acquisition of ISH.) On September 22, 2003, InfoSpace filed a lawsuit against Focus Interactive in Washington State captioned InfoSpace Sales LLC v. Focus Interactive, Inc., Index No. 03-2-36 176-3SEA (Sup. Court Wash., King County) (“Washington Action”) asserting claims and seeking damages for (i) breach of contract (the ISA); (ii) breach of the duty of good faith and fair dealing in performing the ISA; (iii) unfair business practices under Washington Rev. Code § 19.86.020 that affect the public interest; (iv) misrepresentation and fraud in the inducement; and (v) a declaratory judgment seeking a declaration that Focus Interactive’s threatened actions would constitute breaches of Focus Interactive’s obligations to InfoSpace under the ISA, the covenant of good faith and fair dealing recognized by Washington law, and the Wash. Rev. Code § 19.86.020. Focus’ motion to dismiss the Washington Action was granted, and was upheld by the Court of Appeals Division I State of Washington on April 4, 2005. On September 29, 2003, InfoSpace moved to dismiss the NY Action on the grounds that a declaratory judgment was improper and on forum non conveniens grounds. Focus opposed the motion and on January 7, 2004, the New York trial court denied InfoSpace’s motion to dismiss in its entirety. On January 23, 2004, InfoSpace answered the Complaint in the NY Action and filed counterclaims similar to the claims asserted in the Washington Action. On February 11, 2004, InfoSpace appealed the trial court’s denial of its motion to dismiss by filing a Notice of Appeal with the Appellate Division of the New York Supreme Court for the Second Judicial Department. The appeal has been fully briefed and is under judicial consideration. The underlying NY Action has not proceeded as the parties have been engaged in settlement negotiations, though the settlement negotiations might not be successful.
      On January 27, 2004, a lawsuit was filed in the United States District Court for the Southern District of New York captioned American Blind and Wallpaper, Inc. v. Google, Inc., et al., in which Ask Jeeves, Inc., America Online, Inc., Netscape Communications Corporation, Compuserve Interactive Services, Inc., and EarthLink, Inc. were also named as defendants. On February 27, 2004, the Company was served with an Amended Complaint in the matter. The Complaint alleges trademark infringement, false representation, and dilution under the Lanham Act, tortious interference with prospective business advantage and other claims arising from defendants’ alleged unlawful use of plaintiff’s trademarks. Plaintiff’s claims are based on the allegations that defendants sell keywords identical to plaintiff’s marks to various third parties and by manipulating search results, consumers are unwittingly diverted to competitors’ products and services. The plaintiff seeks injunctive relief and an unspecified amount of damages. The Company has tendered this suit to Google for indemnification pursuant to the terms of the Advertising Services Agreement, dated July 17, 2002, between Ask Jeeves and Google, and Google has agreed to assume the defense and to indemnify the Company

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ASK JEEVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
to the extent the claims relate to Google paid listings. Google filed a motion to dismiss the case on the grounds that the plaintiffs have failed to state a valid claim upon which relief could be granted, the plaintiffs filed an opposing brief and, on September 17, 2004, the court held a hearing on the motion, at which the judge took the parties’ arguments under submission. On March 30, 2005, the court issued an order granting Google’s motion to dismiss with respect to the tortious interference with prospective business advantage claim and denied the motion to dismiss with respect to the trademark infringement claims.
      On August 3, 2004, a lawsuit was filed in the Superior Court of the State of California, County of San Francisco captioned Mario Cisneros et al. vs. Yahoo! Inc., et al., in which Ask Jeeves, Inc., Google, Inc., Yahoo! Inc., and several other Internet media companies are named as defendants. The complaint alleges that the defendants engaged in unfair business practices and aided, abetted and conspired with operators of illegal online gambling enterprises by selling and displaying ads for online gambling operations that allegedly violate California law. The complaint purports to be brought on behalf of the general public and a class of all California residents who incurred losses in the prior four years at any illegal Internet gambling site allegedly advertised on defendants’ Web pages. The complaint seeks declaratory and injunctive relief prohibiting Ask Jeeves and the other defendants from selling or displaying such ads. The complaint also seeks to hold Ask Jeeves and the other defendants liable for an unspecified amount of monetary restitution equal to (i) all of the revenue that defendants allegedly earned by displaying ads for illegal gambling operations; (ii) all of the gambling losses suffered by persons using computers in California to access the advertised sites; (iii) all other revenues received by the gambling site operators from such computer users; and (iv) certain State taxes and fees allegedly avoided by the gambling site operators. The complaint was filed against Internet media companies and does not specifically name the gambling site operators themselves as defendants. Defendants, including Ask Jeeves, filed a motion to strike plaintiffs’ claims for restitution of gambling losses and also filed a demurrer to the entire complaint (which is a motion to dismiss the case on the grounds that the plaintiffs have failed to state a valid claim upon which relief could be granted) based on defendants’ belief that plaintiffs lack standing to bring the action. The court denied the demurrer. Defendants’ filed a reply brief in support of their motion to strike monetary remedies on April 29, 2005. A hearing on the motion to strike the restitution claims is currently scheduled for May 9, 2005.
      On February 17, 2005, a lawsuit was filed in the Circuit Court of Miller County, Arkansas captioned Lane’s Gifts and Collectibles et al. vs. Yahoo! Inc. et al., in which Ask Jeeves, Inc., Google Inc., Yahoo! Inc., America Online and several other Internet media companies are named as defendants. The complaint alleges that the defendants overcharged advertisers by billing and collecting fees for price-per-click (PPC) advertising in response to clicks that defendants knew were not generated by bona fide consumers. It further alleges that defendants engaged in an industry-wide conspiracy to conceal the alleged overcharges from advertisers in order to increase the size of the PPC advertising market. The complaint purports to be a nationwide class action on behalf of all advertisers that have been overcharged for PPC advertising. The complaint seeks to hold Ask Jeeves and the other defendants liable for the amount of the alleged overcharges, together with prejudgment interest, attorneys’ fees and such other amounts as the court may determine. The Company has tendered this suit to Google for indemnification pursuant to the terms of the Advertising Services Agreement between Ask Jeeves and Google, and Google has agreed to assume the defense and to indemnify the Company to the extent the claims relate to paid listings provided to the Company by Google. Ask Jeeves retains any liability for ads it sold.
      The following two purported class action lawsuits have been filed relating to the Company’s pending acquisition by IAC:
  •  Benjamin Parris v. A. George Battle, Steven Berkowitz, Garrett Gruener, David S. Carlick, James Casella, Joshua C. Goldman, James D. Kirsner, Geoffrey Y. Yang and Ask Jeeves, Inc. was filed in the Court of Chancery of the State of Delaware on March 21, 2005. The complaint is brought on behalf of a purported class of Ask Jeeves stockholders and alleges that the IAC transaction fails to fully value

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  Ask Jeeves and that the transaction was timed to place an artificial cap on the market price of Ask Jeeves stock. The complaint seeks to enjoin the merger, have the merger rescinded if completed, obtain an award of damages to the purported class and obtain an award of attorneys’ fees, experts’ fees and costs.
 
  •  Richard D. Wiltsie 1 v. A. George Battle, Steven Berkowitz, David Carlick, James Casella, Joshua Goldman, Garrett Gruener, James Kirsner, Geoffrey Y. Yang, IAC/ InterActiveCorp, and Ask Jeeves, Inc. was filed in the Court of Chancery of the State of Delaware on March 23, 2005. The complaint is brought on behalf of a purported class of Ask Jeeves stockholders, and alleges that the board of Ask Jeeves breached its fiduciary duty by entering into the merger agreement without conducting an auction, obtaining the best price possible, or informing itself of and investigating other available transactions, while IAC’s stock was overvalued because of its repurchase programs, and while Ask Jeeves’ stock was undervalued. The complaint also alleges that IAC knowingly participated in and benefited from the Ask Jeeves director defendants’ breaches of their fiduciary duties. The complaint seeks to enjoin the merger, rescind it if completed, obtain an award of damages for the purported class, direct the Ask Jeeves board to use “corporate management devices to ensure the best available transaction” and obtain an award of attorneys’ fees, experts’ fees and costs.
Ask Jeeves believes that these claims are without merit and intends to defend vigorously against them.
      Although management does not expect resolution of these matters to have a material adverse impact on the Company’s results of operations, cash flows or financial position, an unfavorable resolution of these matters could materially and adversely affect the Company’s future results of operations, cash flows or financial position.
     Indemnifications
      In the ordinary course of business, the Company provides indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors, and officers and former directors, officers and employees of acquired companies, in certain circumstances.
      It is not possible to determine the maximum potential amount payable under these indemnification agreements due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Many such indemnification agreements are not subject to maximum loss clauses. Historically, the Company has not incurred material costs as a result of obligations under these agreements and it has not accrued any liabilities related to such indemnification obligations in its financial statements.
3. ACQUISITIONS
     Trustic Inc.
      On February 8, 2005, Ask Jeeves acquired Trustic Inc., the company that owns and operates Bloglines. Bloglines is a free online service for searching, subscribing, publishing and sharing RSS (Real Simple Syndication) feeds, blogs and rich web content. The acquisition brings together complementary technology assets and the Company plans to leverage these technologies across its search and portal brands. The cost of the technology will be amortized on a straight-line basis over a three-year period.

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     Interactive Search Holdings
      On May 6, 2004, the Company completed its acquisition of all of the outstanding capital stock of Interactive Search Holdings, Inc. (ISH), an online search and media company. The acquisition significantly increased the Company’s market share and provided additional channels of distribution for the Company’s search services. These factors contributed to a purchase price in excess of the fair value of ISH’s net tangible and intangible assets acquired, and as a result, the Company has recorded goodwill in connection with this transaction.
      The total purchase cost for ISH of approximately $395.1 million consists of the following (in thousands, except share data):