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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended March 31, 2005

OR

Commission File Number 0-23137

REALNETWORKS, INC.

(Exact name of registrant as specified in its charter)

(206) 674-2700(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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes



No

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Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).Yes

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No

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The number of shares of the registrant’s Common Stock outstanding as of May 2, 2005 was 171,137,035.

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

Washington(State of incorporation)91-1628146(I.R.S. Employer Identification Number)2601 Elliott Avenue, Suite 1000Seattle, Washington(Address of principal executive offices)98121(Zip Code)

TABLE OF CONTENTS

RealNetworks, Inc.

FORM 10-Q

FOR THE QUARTER ENDED March 31, 2005

TABLE OF CONTENTS

2

PagePart I. Financial Information

Item 1. Financial Statements3Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk 43Item 4. Controls and Procedures44

Part II. Other Information

Item 1. Legal Proceedings45Item 2. Unregistered Sales of Equity Securities and Use of Proceeds46Item 6. Exhibits46

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

REALNETWORKS, INC. AND SUBSIDIARIESUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

March 31,December 31,

20052004ASSETS

Current assets:Cash, cash equivalents and short-term investments $369,702363,621Trade accounts receivable, net of allowances for doubtful accounts and sales returns 14,959 14,501Prepaid expenses and other current assets 7,0288,196 Total current assets 391,689386,318 Equipment and leasehold improvements, at cost:Equipment and software 48,368 45,324Leasehold improvements 25,33525,015 Total equipment and leasehold improvements 73,70370,339Less accumulated depreciation and amortization 43,76641,508 Net equipment and leasehold improvements 29,93728,831 Restricted cash equivalents 19,56920,151Notes receivable from related parties 90106Investments 39,58036,588Other assets 2,869 2,908Goodwill, net 119,218119,217Other intangible assets, net 8,2528,383 Total assets $611,204602,502

LIABILITIES AND SHAREHOLDERS’EQUITY

Current liabilities:Accounts payable $14,18610,219Accrued and other liabilities 54,98550,033Deferred revenue, excluding non-current portion 26,428 30,307Accrued loss on excess office facilities and content agreement, excluding non-current portion 7,9258,160 Total current liabilities 103,52498,719 Deferred revenue, excluding current portion 352548Accrued loss on excess office facilities and content agreement, excluding current portion 17,391 19,017Deferred rent 3,4973,413Convertible debt 100,000100,000Shareholders’ equity:Preferred stock, $0.001 par value, no shares issued and outstandingSeries A: authorized 200 shares ——Undesignated series: authorized 59,800 shares ——Common stock, $0.001 par valueAuthorized 1,000,000 shares; issued and outstanding 171,009 shares in 2005 and 170,626 shares in 2004 171171Additional paid-in capital 670,269668,752Notes receivable from shareholder —(10)Deferred stock compensation (111)(147)Accumulated other comprehensive income 17,84714,589Accumulated deficit (301,736)(302,550)

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