Delaware		91-1718107
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
601 108th Avenue NE, Suite 1200		98004
Bellevue, Washington		(Zip Code)
(Address of principal executive offices)

Class		Outstanding at July 31, 2002
Common Stock, Par Value $.0001		309,318,735

Item 1.		Financial Statements
		Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001		3
		Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2002 and 2001		4
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001		5
		Notes to Unaudited Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Overview		18
		Results of Operations		24
		Liquidity and Capital Resources		29
		Factors Affecting Our Operating Results, Business Prospects and Market Price of Stock		31
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		46
Part II – Other Information
Item 1.		Legal Proceedings		47
Item 2.		Changes in Securities and Use of Proceeds		49
Items 3 and 5 are not applicable with respect to the current reporting period.
Item 4.		Submission of Matters to a Vote of Security Holders		50
Item 6.		Exhibits and Reports on Form 8-K		50
Signature				51

		June 30, 2002 (unaudited)				December 31, 2001
ASSETS		(Amounts in thousands, except share data)
Current assets:
Cash and cash equivalents		$	94,723			$	118,561
Short-term investments, available-for-sale			119,061				80,319
Accounts receivable, net			27,077				16,305
Notes receivable, net			3,084				2,888
Other receivables, net			8,685				11,095
Payroll tax receivable			13,914				13,214
Prepaid expenses and other current assets			7,715				8,239
Total current assets			274,259				250,621
Long-term investments, available-for-sale			51,119				94,891
Property and equipment, net			35,044				39,443
Other long term assets			917				1,403
Other investments			28,918				47,087
Goodwill, net			153,948				356,476
Other intangible assets, net			36,097				47,084
Total assets		$	580,302			$	837,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	6,106			$	9,139
Accrued expenses and other current liabilities			21,800				25,791
Deferred revenue			13,140				15,794
Total current liabilities			41,046				50,724
Long-term deferred revenue			2,511				3,693
Total liabilities			43,557				54,417
Contingencies (Note 8)
Stockholders’ equity:
Preferred stock, par value $.0001—  Authorized, 15,000,000 shares; issued and outstanding, 2 shares			—				—
Common stock, par value $.0001—  Authorized, 900,000,000 shares; issued and outstanding, 308,823,790 and 307,789,299 shares			31				31
Additional paid-in capital			1,704,385				1,702,522
Accumulated deficit			(1,164,948	)			(910,725	)
Deferred expense—warrants			(272	)			(680	)
Unearned compensation			(2,333	)			(7,881	)
Accumulated other comprehensive loss			(118	)			(679	)
Total stockholders’ equity			536,745				782,588
Total liabilities and stockholders’ equity		$	580,302			$	837,005

		Three Months Ended June 30,								Six Months Ended June 30,
		2002				2001				2002				2001
		(Amounts in thousands, except per share data)
Revenues (including related party revenues of $696, $16,133, $1,509 and $24,557)		$	33,266			$	50,942			$	66,410			$	97,507
Cost of revenues			9,721				10,614				19,384				22,335
Gross profit			23,545				40,328				47,026				75,172
Operating expenses:
Product development			9,516				10,569				18,943				22,356
Sales, general and administrative			22,691				31,651				49,787				67,778
Amortization of goodwill			—				53,847				—				112,596
Amortization of other intangible assets			5,750				5,260				11,664				10,408
Acquisition and other related charges			—				111				—				1,000
Other charges			849				217				799				167
Restructuring charges			—				(62	)			—				1,655
Total operating expenses			38,806				101,593				81,193				215,960
Loss from operations			(15,261	)			(61,265	)			(34,167	)			(140,788	)
Loss on investments			(345	)			(14,099	)			(17,256	)			(61,698	)
Other income, net			1,981				4,580				4,059				10,563
Loss before income tax expense, minority interest and cumulative effect of changes in accounting principle			(13,625	)			(70,784	)			(47,364	)			(191,923	)
Minority interest			—				—				—				(17	)
Income tax expense			(96	)			(137	)			(240	)			(187	)
Loss before cumulative effect of changes in accounting principle			(13,721	)			(70,921	)			(47,604	)			(192,127	)
Cumulative effect of changes in accounting principle			—				—				(206,619	)			(3,171	)
Net loss		$	(13,721	)		$	(70,921	)		$	(254,223	)		$	(195,298	)
Basic and diluted loss per share:
Prior to cumulative effect of changes in accounting principle		$	(0.04	)		$	(0.22	)		$	(0.15	)		$	(0.59	)
Cumulative effect of change in accounting principle			—				—				(0.67	)			(0.01	)
Basic and diluted net loss per share		$	(0.04	)		$	(0.22	)		$	(0.82	)		$	(0.60	)
Shares used in basic and diluted net loss per share calculation			309,040				325,027				308,822				324,167
Net loss		$	(13,721	)		$	(70,921	)		$	(254,223	)		$	(195,298	)
Foreign currency translation adjustment			334				(80	)			1,956