Delaware (State or other jurisdiction of incorporation or organization)

77-0394711 (I. R. S. Employer Identification No.)

		Page No.
PART I.    FINANCIAL INFORMATION
ITEM 1.    Financial Statements (Unaudited):
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended October 31, 2002 and 2001		3
Condensed Consolidated Balance Sheets as of October 31, 2002 and January 31, 2002		4
Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2002 and 2001		5
Notes to Condensed Consolidated Financial Statements		6
ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
ITEM 3.    Quantitative and Qualitative Disclosure about Market Risks		40
ITEM 4.    Controls and Procedures		42
PART II.    OTHER INFORMATION
ITEM 6.    Exhibits and Reports on Form 8-K		43
Signatures		44
Certification of Chief Executive Officer		45
Certification of Chief Financial Officer		46

		Three Months Ended October 31,								Nine Months Ended October 31,
		2002				2001				2002				2001
Revenues:
License fees		$	126,116			$	126,625			$	381,317			$	460,029
Services			107,907				92,998				303,412				284,521
Total revenues			234,023				219,623				684,729				744,550
Cost of revenues:
Cost of license fees			4,981				4,559				14,097				16,251
Cost of services			46,177				42,500				131,797				140,921
Amortization of acquired intangible assets			6,393				6,627				21,492				19,043
Impairment of acquired intangible assets			—				7,082				—				7,082
Total cost of revenues			57,551				60,768				167,386				183,297
Gross profit			176,472				158,855				517,343				561,253
Operating expenses:
Sales and marketing			89,572				93,597				274,507				306,820
Research and development			34,548				29,660				99,068				90,710
General and administrative			18,936				18,962				56,595				57,098
Amortization of goodwill			—				11,838				—				42,956
Facilities consolidation and severance charges			—				20,666				—				20,666
Impairment of goodwill			—				73,068				—				73,068
Total operating expenses			143,056				247,791				430,170				591,318
Income (loss) from operations			33,416				(88,936	)			87,173				(30,065	)
Interest expense			(5,504	)			(5,449	)			(16,567	)			(16,723	)
Write-down of equity investments			—				(9,867	)			(22,386	)			(21,022	)
Net gains on sale of equity investments (see Note 2—Related Party Transactions)			—				—				453				17,374
Interest income and other, net			7,408				9,102				21,097				32,115
Income (loss) before income taxes			35,320				(95,150	)			69,770				(18,321	)
Provision (benefit) for income taxes			10,596				(4,287	)			20,931				27,963
Net income (loss)			24,724				(90,863	)			48,839				(46,284	)
Other comprehensive income (loss):
Foreign currency translation adjustments			(799	)			884				1,991				(2,097	)
Unrealized gain on available-for-sale investments, net of income taxes			426				278				1,631				335
Comprehensive income (loss)		$	24,351			$	(89,701	)		$	52,461			$	(48,046	)
Net income (loss) per share:
Basic and diluted net income (loss) per share		$	0.06			$	(0.23	)		$	0.12			$	(0.12	)
Number of shares used in per share calculations:
Basic			406,900				397,970				405,880				394,860
Diluted			413,400				397,970				417,323				394,860

		October 31, 2002				January 31, 2002
ASSETS
Current assets:
Cash and cash equivalents		$	771,173			$	821,802
Restricted cash			1,143				6,903
Short-term investments			358,980				205,395
Accounts receivable, net			198,503				193,099
Deferred tax assets			—				1,983
Other current assets (see Note 2—Related Party Transactions)			40,982				34,247
Total current assets			1,370,781				1,263,429
Property and equipment, net			70,413				79,204
Goodwill, net			53,567				46,545
Acquired intangible assets, net			14,991				26,497
Long-term restricted cash			131,389				122,839
Other long-term assets (see Note 2—Related Party Transactions)			96,152				121,437
Total assets		$	1,737,293			$	1,659,951
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	11,017			$	23,111
Accrued liabilities			151,122				147,949
Accrued facilities consolidation and severance charges			19,353				26,552
Accrued income taxes			45,615				34,719
Deferred revenues			218,727				194,846
Other current liabilities			764				1,340
Total current liabilities			446,598				428,517
Deferred tax liabilities			4,214				4,383
Notes payable and other long-term obligations			3,671				3,135
Convertible subordinated notes			550,000				550,000
Commitments and contingencies
Stockholders’ equity:
Common stock			410