CLICK2LEARN INC/DE/ Securities Registration Statement (S-1) EXPERTS

The following is an excerpt from a S-1 SEC Filing, filed by CLICK2LEARN INC/DE/ on 4/1/1998.

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EXPERTS

The consolidated financial statements of the Company as of and for the year ended December 31, 1997 have been included herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of the Company at December 31, 1996, and for each of the two years in the period ended December 31, 1996; appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

The financial statements of Aimtech Corporation as of December 31, 1996 and for the year ended December 31, 1996 included in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. Reference is made to said report which includes an explanatory paragraph that describes the uncertainty regarding the substantial doubt about Aimtech Corporation's ability to continue as a going concern discussed in note 1 to the financial statements.

The financial statements of Communications Strategies, Incorporated at December 31, 1996 and September 30, 1997 and for the year ended December 31, 1996 and the nine months ended September 30, 1997 have been included herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent auditors, appearing elsewhere herein and upon the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedule filed therewith. For further information with respect to the Company and the Common Stock offered hereby, reference is made to the Registration Statement and the exhibits and schedule filed therewith. Statements contained in this Prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. A copy of the Registration Statement and the exhibits and schedule filed therewith may be inspected without charge at the public reference facilities maintained by the Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New York 10048, and copies of all or any part of the Registration Statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. The Commission maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site is http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

ASYMETRIX LEARNING SYSTEMS, INC.

PAGE ---- ASYMETRIX LEARNING SYSTEMS, INC. Independent Auditors' Reports.............................................. F-2 Consolidated Balance Sheets................................................ F-4 Consolidated Statements of Operations...................................... F-5 Consolidated Statements of Stockholders' Equity (Deficit).................. F-6 Consolidated Statements of Cash Flows...................................... F-7 Notes to Consolidated Financial Statements................................. F-9 CONSOLIDATED CONDENSED PRO FORMA FINANCIAL STATEMENTS Overview................................................................... F-23 Pro Forma Consolidated Statement of Operations............................. F-25 Notes to Consolidated Pro Forma Financial Statements....................... F-26 AIMTECH CORPORATION Report of Independent Public Accountants .................................. F-27 Consolidated Balance Sheets................................................ F-28 Consolidated Statements of Operations...................................... F-29 Consolidated Statements of Stockholders' Equity (Deficit).................. F-30 Consolidated Statements of Cash Flows...................................... F-31 Notes to Consolidated Financial Statements................................. F-32 COMMUNICATIONS STRATEGIES, INCORPORATED Independent Auditors' Report .............................................. F-39 Balance Sheets............................................................. F-40 Statements of Income and Retained Earnings................................. F-41 Statements of Cash Flows................................................... F-42 Notes to Financial Statements.............................................. F-43

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WHEN THE TRANSACTION REFERRED TO IN NOTE 12 OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS HAS BEEN CONSUMMATED, WE WILL BE IN A POSITION TO RENDER THE FOLLOWING REPORT.

/s/ KPMG PEAT MARWICK LLP

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Asymetrix Learning Systems, Inc.:

We have audited the accompanying consolidated balance sheet of Asymetrix Learning Systems, Inc. and subsidiaries as of December 31, 1997, and the related consolidated statements of operations, stockholders' equity, and cash flows for year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Asymetrix Learning Systems, Inc. and subsidiaries at December 31, 1997, and the consolidated results of its operations and its cash flows for year then ended, in conformity with generally accepted accounting principles.

Seattle, Washington
March 27, 1998

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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Asymetrix Learning Systems, Inc.:

We have audited the accompanying consolidated balance sheet of Asymetrix Learning Systems, Inc. as of December 31, 1996, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 1996. These financial statements are the responsibility of the Companys' management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Asymetrix Learning Systems, Inc. at December 31, 1996, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 1996, in conformity with generally accepted accounting principles.

Seattle, Washington
April 23, 1997

The foregoing report is in the form that will be signed upon completion of the reverse stock split described in note 12 to the consolidated financial statements.

Seattle, Washington
March 31, 1998
Ernst & Young LLP

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