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

Class		Outstanding at October 31, 2002
Common Stock, Par Value $.0001		30,941,023

Item 1.		Financial Statements
		Unaudited Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001		3
		Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2002 and 2001		4
		Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001		5
		Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Overview		19
		Results of Operations for the Three and Nine Months Ended September 30, 2002 and 2001		25
		Liquidity and Capital Resources		31
		Factors Affecting Our Operating Results, Business Prospects and Market Price of Stock		33
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		50
Item 4.		Controls and Procedures		50
		Part II – Other Information
Item 1.		Legal Proceedings		51
Item 2.		Changes in Securities and Use of Proceeds		54
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		54
Item 6.		Exhibits and Reports on Form 8-K		54
Signatures				56
Certifications				57

		September 30, 2002				December 31, 2001 (audited)
		(Amounts in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents		$	134,160			$	118,561
Short-term investments, available-for-sale			141,042				80,319
Accounts receivable, net			17,322				16,305
Notes receivable, net			1,842				2,888
Other receivables, net			9,311				11,095
Payroll tax receivable			13,214				13,214
Prepaid expenses and other current assets			5,169				8,239
Total current assets			322,060				250,621
Long-term investments, available-for-sale			—				94,891
Property and equipment, net			29,830				39,443
Other long term assets			781				1,403
Other investments			23,981				47,087
Goodwill, net			153,948				356,476
Other intangible assets, net			17,881				47,084
Total assets		$	548,481			$	837,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	3,495			$	9,139
Accrued expenses and other current liabilities			19,877				25,791
Short-term deferred revenue			11,589				15,794
Total current liabilities			34,961				50,724
Long-term deferred revenue			1,590				3,693
Total liabilities			36,551				54,417
Contingencies (Note 9)			—				—
Stockholders’ equity:
Preferred stock, par value $.0001—Authorized, 15,000,000 shares; issued and outstanding, 2 shares, respectively			—				—
Common stock, par value $.0001—Authorized, 900,000,000 shares; issued and outstanding, 30,927,107 and 30,778,930 shares, respectively			3				3
Additional paid-in capital			1,704,356				1,702,550
Accumulated deficit			(1,191,565	)			(910,725	)
Deferred expense—warrants			(155	)			(680	)
Unearned compensation			(1,264	)			(7,881	)
Accumulated other comprehensive income (loss)			555				(679	)
Total stockholders’ equity			511,930				782,588
Total liabilities and stockholders’ equity		$	548,481			$	837,005

		Three Months Ended September 30,								Nine Months Ended September 30,
		2002				2001				2002				2001
		(Amounts in thousands, except per share data)
Revenues (including related party revenues of $654, $3,819, $2,162 and $28,376 respectively)		$	33,571			$	33,051			$	99,981			$	130,558
Cost of revenue			8,661				9,460				28,045				31,795
Gross profit			24,910				23,591				71,936				98,763
Operating expenses:
Product development			8,372				9,051				27,315				31,407
Sales, general and administrative			19,564				27,694				69,351				95,472
Impairment of intangible assets			15,474				99,157				15,474				99,157
Amortization of goodwill			—				51,153				—				162,688
Amortization of other intangible assets			3,120				6,830				14,784				18,299
Acquisition and other related charges			—				(4,504	)			—				(3,504	)
Other charges, net			22				1,660				821				1,827
Restructuring charges			1,056				13,755				1,056				15,410
Total operating expenses			47, 608				204,796				128,801				420,756
Loss from operations			(22,698	)			(181,205	)			(56,865	)			(321,993	)
Loss on investments			(5,532	)			(26,753	)			(22,788	)			(88,451	)
Other income, net			1,706				3,764				5,765				14,327
Loss before income tax expense, minority interest and cumulative effect of changes in accounting principle			(26,524	)			(204,194	)			(73,888	)			(396,117	)
Minority interest			—				—				—				(17	)
Income tax expense			(93	)			(557	)			(333	)			(744	)
Loss before cumulative effect of changes in accounting principle			(26,617	)			(204,751	)			(74,221	)			(396,878	)
Cumulative effect of changes in accounting principle			—				—				(206,619	)			(3,171	)
Net loss		$	(26,617	)		$	(204,751	)		$	(280,840	)		$	(400,049	)
Basic and diluted net loss per share:
Prior to cumulative effect of changes in accounting principle		$	(0.86	)		$	(6.38	)		$	(2.40	)		$	(12.29	)
Cumulative effect of changes in accounting principle			—				—				(6.69	)			(0.10	)
Basic and diluted net loss per share		$	(0.86	)		$	(6.38	)		$	(9.09	)		$	(12.39	)
Shares used in basic and diluted net loss per share calculations			30,912				32,072				30,892	<