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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2002 OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 0-26795

TANNING TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE		84-1381662
(State or Other Jurisdiction Incorporation or Organization)		(I.R.S. Employer Identification No.)

4600 South Syracuse Street, Suite ~~1200~~300 Denver, Colorado 80237 (Address of Principal Executive Offices, Including Zip Code)

(303) 220-9944
(Registrant's Telephone Number, Including Area Code)

4600 South Syracuse Street, Suite 1200, Denver, CO 80237
(Former Name or Former Address, if Changed Since Last Report)

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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

As of ~~July~~October 2931, 2002 there were 2120,~~180~~881,~~398~~729 shares of Common Stock, $.01 par value, outstanding.

TANNING TECHNOLOGY CORPORATION ~~TABLE OF CONTENTS~~

PART I.		FINANCIAL INFORMATION
Item 1.		Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2002 and 2001
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001
		Notes to Condensed Consolidated Financial Statements
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Qualitative and Quantitative Disclosures About Market Risk
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings
Item 2.		Changes in Securities and Use of Proceeds
Item 3.		Defaults Upon Senior Securities
Item 4.		Submission of Matters to a Vote of Security Holders
Item 5.		Other Information
Item 6.		Exhibits and Reports on Form 8-K
Signatures
Exhibit Index

TABLE OF CONTENTS


PART I.		FINANCIAL INFORMATION
Item 1.		Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001
		Notes to Condensed Consolidated Financial Statements
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Qualitative and Quantitative Disclosures About Market Risk
Item 4.		Controls and Procedures
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings
Item 2.		Changes in Securities and Use of Proceeds
Item 3.		Defaults Upon Senior Securities
Item 4.		Submission of Matters to a Vote of Security Holders
Item 5.		Other Information
Item 6.		Exhibits and Reports on Form 8-K
Signatures
Certifications
Exhibit Index

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

TANNING TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

			June 30, 2002			December 31, 2001
				September 30, 2002			December 31, 2001
			~~(Unaudited)~~	(Unaudited)
Assets
ASSETS
Current assets:
	Cash and cash equivalents		$	~~50,426,891~~$	44,321,672	$	~~57,320,163~~$	57,320,163
	Accounts receivable—trade, net			~~2,034,145~~	2,619,546		~~10,517,262~~	10,517,262
	Prepaid expenses and other current assets			~~2,018,275~~	1,816,670		~~2,118,813~~	2,118,813
~~Total current assets~~		Total current assets		~~54,479,311~~	48,757,888		~~69,956,238~~	69,956,238
	Property and equipment, net			~~4,445,718~~	2,331,211		~~5,217,431~~	5,217,431
	Deferred taxes, net			—	—		~~6,518,231~~	6,518,231
	Long-term receivables—related parties			~~110,000~~	—		~~210,000~~	210,000
	Deposits and other long-term assets			~~154,613~~	215,761		~~147,752~~	147,752
~~Total assets~~		Total assets	$	~~59,189,642~~$	51,304,860	$	~~82,049,652~~$	82,049,652
Liabilities and stockholders' equity
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	~~278,242~~$	255,486		~~641,668~~$	641,668
	Accrued compensation			~~2,247,237~~	2,051,945		~~3,763,745~~	3,763,745
	Accrued restructuring charges			326,814			2,476,069
	Accrued restructuring charges, current portion				3,146,406			2,476,069
	Other current liabilities			~~631,534~~	382,917		~~544,782~~	544,782
~~Total current liabilities~~		Total current liabilities		~~3,483,827~~	5,836,754		~~7,426,264~~	7,426,264
Other long-term liabilities				492,125			720,058
Accrued restructuring charges, net of current portion					3,754,986			—
Stockholders' equity:
Other long-term liabilities					678,901			720,058
	Common stock, $0.01 par value, 70,000,000 shares authorized; 21,794,501 and 21,785,590 shares issued; and 21,180,398 and 21,166,869 shares outstanding at June 30, 2002 and December 31, 2001			217,946			217,856
		Total liabilities			10,270,641			8,146,322
	Additional paid-in capital			91,751,216			97,433,858
Stockholders' equity:
	Treasury stock, at cost (614,103 and 618,721 shares as of June 30, 2002 and December 31, 2001)			(1,210,418	)		(1,630,270	)
	Common stock, $0.01 par value, 70,000,000 shares authorized; 21,794,501 and 21,785,590 shares issued; and 20,881,729 and 21,166,869 shares outstanding at September 30, 2002 and December 31, 2001				217,946			217,856
	Stock subscription receivable			(115,002	)		(607,831	)
	Additional paid-in capital				91,751,216			97,433,858
	Retained deficit			(35,397,314	)		(21,465,035	)
	Treasury stock, at cost (912,772 and 618,721 shares as of September 30, 2002 and December 31, 2001)				(1,497,140	)		(1,630,270	)
	Accumulated comprehensive loss			(32,738	)		(45,248	)
	Stock subscription receivable				(115,002	)		(607,831	)
Total stockholders' equity				55,213,690			73,903,330
	Retained deficit				(49,290,063	)		(21,465,035	)
Total liabilities and stockholders' equity			$	59,189,642		$	82,049,652
	Accumulated comprehensive loss				(32,738	)		(45,248	)
		Total stockholders' equity			41,034,219			73,903,330
		Total liabilities and stockholders' equity		$	51,304,860		$	82,049,652

See accompanying notes to condensed consolidated financial statements.

TANNING TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

			Three months ended June 30,						Six months ended June 30,
			Three months ended September 30,						Nine months ended September 30,
			2002			2001			2002			2001
Revenues			$	1,703,816		$	11,419,753		$	3,707,024		$	24,428,693
Revenues:
	Service revenues		$	2,319,431		$	12,716,735		$	6,026,455		$	37,145,428
	Reimbursable expenses			261,292			1,229,126			589,005			3,737,359
		Total revenues		2,580,723			13,945,861			6,615,460			40,882,787
Operating expenses:
	Project personnel costs			2,~~764~~605,~~567~~900			6,~~709~~572,~~141~~689			68,~~182~~788,~~265~~165			1420,~~241~~813,~~042~~731
	Selling, marketing and administrative expenses			4,905,123			11,894,808			9,879,169			22,607,079
	Reimbursable expenses			261,292			1,229,126			589,005			3,737,359
	Restructuring charges			(372,945	)		513,570			970,182			513,570
	Selling, marketing and administrative expenses			4,555,595			9,867,389			14,434,764			32,474,468
		Total operating expenses		7,296,745			19,117,519			17,031,616			37,361,691
	Restructuring charges			9,169,476			1,041,438			10,139,658			1,555,008
Loss from operations				(5,592,929	)		(7,697,766	)		(13,324,592	)		(12,932,998	)
		Total operating expenses		16,592,263			18,710,642			33,951,592			58,580,566
Other income				410,530			815,674			635,504			2,240,429
Loss from operations				(14,011,540	)		(4,764,781	)		(27,336,132	)		(17,697,779	)
Loss before provision for (benefit from) income taxes				(5,182,399	)		(6,882,092	)		(12,689,088	)		(10,692,569	)
Other income				118,791			498,605			754,295			2,739,034
Provision for (benefit from) income taxes				—			(1,703,452	)		1,243,191			(3,113,975	)
Loss before provision for (benefit from) income taxes				(13,892,749	)		(4,266,176	)		(26,581,837	)		(14,958,745	)
Net loss			$	(5,182,399	)	$	(5,178,640	)	$	(13,932,279	)	$	(7,578,594	)
Provision for (benefit from) income taxes				—			(1,229,756	)		1,243,191			(4,343,731	)
Basic and diluted loss per share			$	(0.25	)	$	(0.24	)	$	(0.66	)	$	(0.35	)
Net loss			$	(13,892,749	)	$	(3,036,420	)	$	(27,825,028	)	$	(10,615,014	)
Basic and diluted weighted average shares outstanding				21,144,507			21,511,511			21,149,324			21,558,654
Basic and diluted loss per share			$	(0.66	)	$	(0.14	)	$	(1.32	)	$	(0.49	)
Basic and diluted weighted average shares outstanding				21,066,774			21,590,335			21,121,505			21,569,330

See accompanying notes to condensed consolidated financial statements.

TANNING TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Six months ended June 30,
			Nine months ended September 30,
			2002			2001
Operating activities
Net loss			$	(1327,~~932~~825,~~279~~028	)	$	(710,~~578~~615,~~594~~014	)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization			~~913~~1,~~965~~372,208			12,~~416~~108,~~816~~973
	Deferred income taxes			1,478,091			(34,~~118~~348,~~336~~243	)
	Minority interest			~~(226~~70,~~502~~703	)		(1984,~~834~~027	)
	Loss on other receivables			189,057			—
	Restructuring charges			(2,032,296	)		513,570
	Non-cash restructuring charges—asset disposals			1,852,099			—
	Changes in operating assets and liabilities:
		Accounts receivable—trade		87,~~488~~911,~~413~~704			(1,~~204~~278,~~393~~646	)
		Other assets		~~(272~~30,~~383~~657	)		1,~~774~~210,~~769~~863
		Accounts payable		(~~365~~390,~~407~~887	)		(~~953~~1,~~581~~423,234	)
		Accrued compensation		(1,~~588~~801,~~679~~723	)		(34,~~898~~960,~~265~~817	)
		Other liabilities		83,818			(386,541	)
		Accrued restructuring charges		4,510,264			906,491
Net cash used in operating activities				(7,264,202	)		(13,454,389	)
		Other liabilities		(167,781	)		695,456
Net cash used in operating activities				(12,770,636	)		(17,788,198	)
Investing activities
Purchase of property and equipment, net				(~~140~~332,~~005~~367	)		(2,~~090~~554,~~332~~101	)
Net cash used in investing activities				(140,005	)		(2,090,332	)
Investment in Tanning Technology (India) Private Limited				(160,000	)		—
Net cash used in investing activities				(492,367	)		(2,554,101	)
Financing activities
Proceeds from exercise of stock options				25,840			~~608~~681,~~642~~149
Net proceeds from issuance of common stock				526,915			371,855
Purchase of treasury stock				—(286,722	)		(1,~~005~~373,~~479~~336	)
Net cash provided by (used in) financing activities				~~552~~266,~~755~~033			(24320,~~982~~332	)
Effect of exchange rate on cash				(411,~~820~~521	)		(~~158~~192,~~321~~095	)
Net decrease in cash and cash equivalents				(612,~~893~~998,~~272~~491	)		(1520,~~728~~854,~~024~~726	)
Cash and cash equivalents at beginning of period				57,320,163			82,919,993
Cash and cash equivalents at end of period			$	5044,~~426~~321,~~891~~672		$	6762,~~191~~065,~~969~~267
Supplemental disclosure of non-cash investing and financing transactions
Receipt of common stock as payment on short-term note receivable			$	282,486			—
Increase in valuation allowance for deferred tax assets and reduction in additional paid-in capital for previously recorded income tax benefits attributable to stock option exercises and disqualifying dispositions				(5,040,367	)		—

See accompanying notes to condensed consolidated financial statements.

TANNING TECHNOLOGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by Tanning Technology Corporation (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2001 included in our Annual Report on Form 10-K. The accompanying condensed consolidated financial statements reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and ~~six~~nine month periods ended ~~June~~September 30, 2002, or other periods presented, are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

(2) EARNINGS PER SHARE

Basic earnings (loss) per share (EPS) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised, resulting in the issuance of common stock that then shared in the earnings of the Company. Potential dilution of stock options exercisable into common stock was computed using the treasury stock method based on the average fair market value of the stock. The Company has a net loss for the three and ~~six~~nine month periods ended ~~June~~September 30, 2002 and 2001. Therefore, for these periods, the effect of ~~common~~dilution from stock ~~equivalents~~options is excluded from the computation of earnings (loss) per share since their effect is anti-dilutive. Under the treasury stock method, if the Company were not in a net loss position, the securities included in the computation would have been ~~168~~zero shares and ~~603~~338,~~386~~707 shares for the three months ended ~~June~~September 30, 2002 and 2001, respectively, and 42,~~169~~779 shares and ~~718~~591,~~023~~584 shares for ~~the~~ ~~six~~the nine months ended ~~June~~September 30, 2002 and 2001, respectively. The following table reflects the basic and diluted weighted average shares.

	Three months ended June 30,		Six months ended June 30,
	Three months ended September 30,		Nine months ended September 30,
	2002	2001	2002	2001
Weighted-average shares outstanding	21,~~144~~066,~~507~~774	21,~~511~~590,~~511~~335	21,~~149~~121,~~324~~505	21,~~558~~569,~~654~~330
Dilutive impact of options outstanding	~~168~~—	~~603,386~~—	~~4,169~~—	~~718,023~~—
Weighted-average shares and potential dilutive shares outstanding	21,~~144~~066,~~675~~774	2221,~~114~~590,~~897~~335	21,~~153~~121,~~493~~505	2221,~~276~~569,~~677~~330

(3) CAPITAL STOCK

During the ~~six~~nine months ended ~~June~~September 30, 2002, the Company issued 36,290 shares of common stock out of treasury in conjunction with purchases under its qualified employee stock purchase plan.

During the third quarter of 2001, the Company entered into a stock subscription agreement with a key executive who commenced employment on November 1, 2001. This agreement provides that the executive will purchase, on various dates from November 2001 to November 2002, a total of 176,788 shares of the Company's common stock at a per share price of $4.10, for an aggregate purchase price of $724,831. This obligation to purchase common stock is not contingent upon future employment of the key executive. During the first quarter of 2002, 120,202 shares of common stock were issued out of treasury in conjunction with this agreement.

During the first quarter of 2002, the Company received 151,874 shares of its common stock from a former key executive as full payment on a promissory note, owed to the Company by the former executive, including accrued interest, in the amount of $282,486. These shares are included in treasury stock at ~~June~~September 30, 2002.

During the third quarter of 2002, the Company purchased 298,669 shares of its common stock from a key executive. The executive used all proceeds from this transaction to make full payment on a promissory note, owed to the Company by the executive, including accrued interest, in the amount of $286,722. The shares purchased by the Company in this transaction are included in treasury stock at September 30, 2002.

(4) DEFERRED TAXES

The Company's financial statements contain certain deferred tax assets which have arisen primarily as a result of tax benefits recorded against operating losses incurred in 2001, as well as tax benefits resulting from the exercise of employee stock options, which benefits were recorded as additional paid-in capital in the period of exercise. Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against the net deferred tax assets. As a result of operating losses incurred in 2001, the continued operating losses in 2002, and uncertainty as to the extent and timing of profitability in future periods, the Company recorded a full valuation allowance against the deferred tax asset of approximately $6.3 million during the quarter ended March 31, 2002. The increase in the valuation allowance recorded on the Company's statement of operations in the first quarter ~~was~~of 2002 was approximately $1.2 million, with the balance of the valuation allowance adjustment of approximately $5.1 million reflected as a reduction of the Company's additional paid-in capital. ~~Accordingly~~Similarly, the Company has recorded a full valuation allowance on the tax benefit associated with pretax losses of $526.16 million for the ~~quarter~~nine months ~~ended June~~ending September 30, 2002.

If the realization of deferred tax assets in the future is considered more likely than not, an adjustment to the deferred tax asset would increase net income in the period such determination is made. The amount of the deferred tax asset considered realizable is based on significant estimates, and it is at least reasonably possible that changes in these estimates could materially affect the financial condition and results of operations. The Company's effective tax rate may vary from period to period based on changes in estimated taxable income or loss; changes to the valuation allowance; changes to federal, state or foreign tax laws; future expansion into areas with varying country, state, and local income tax rates and rules regarding the deductibility of certain costs and expenses; and as a result of acquisitions.

(5) ~~SEGMENT~~COMMITMENTS ~~REPORTING~~AND CONTINGENCIES

Due to pending decisions from a foreign taxing authority, there is uncertainty surrounding potential corporate and payroll tax liabilities the Company may have to a foreign country in which it has conducted business in the past. The Company believes it has recorded adequate reserves related to these potential liabilities as of September 30, 2002.

(6) SEGMENT REPORTING

Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Under this definition, the Company operated as a single business unit for all periods presented.

Information about the Company's service revenues and long-lived assets by geographic area is as follows (in thousands):

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2002		2001		2002		2001
Revenues from external customers:
Service revenues from external customers:
North America	$	12,~~704~~319	$	79,~~698~~627	$	35,~~448~~767	$	1525,~~516~~142
Denmark		—		2,~~713~~232		259		68,~~321~~553
Other international		—		~~1,009~~858		—		23,~~592~~450
Total	$	12,~~704~~319	$	1112,~~420~~717	$	36,~~707~~026	$	2437,~~429~~145

	June 30, 2002		December 31, 2001
	September 30, 2002		December 31, 2001
Long-lived assets, net:
United States	$	31,~~575~~552	$	3,968
Foreign		~~871~~779		1,249
Total	$	42,~~446~~331	$	5,217

(67) COMPREHENSIVE INCOME

Comprehensive income, as defined, includes all changes in equity (net assets) during a period from non-owner sources. The components of comprehensive income are as follows:

		Three months ended June 30,						Six months ended June 30,
		Three months ended September 30,						Nine months ended September 30,
		2002			2001			2002			2001
Net loss		$	(513,~~182~~892,~~399~~749	)	$	(53,~~178~~036,~~640~~420	)	$	(1327,~~932~~825,~~279~~028	)	$	(710,~~578~~615,~~594~~014	)
Foreign currency translation gain (loss)			~~(1,979~~—	)		6(30,~~367~~777	)		12,510			(~~118~~148,~~038~~815	)
	Comprehensive loss	$	(513,~~184~~892,~~378~~749	)	$	(53,~~172~~067,~~273~~197	)	$	(1327,~~919~~812,~~769~~518	)	$	(710,~~696~~763,~~632~~829	)

(78) RESTRUCTURING CHARGES

~~During~~Since the second quarter of 2001, the Company ~~implemented~~has a plan to realign its European staffing profile. The aggregate financial impact of this plan was a restructuring charge of approximately $0.5 million, primarily consisting of severance pay associated with a workforce reduction of 16 employees in the Company's European operation. During the second half of 2001, the Company executed a series of cost control initiatives in its North American, European and ~~European~~Indian operations, resulting in ~~additional~~gross ~~aggregate~~ restructuring charges of ~~$4.8 million~~ ~~during~~approximately ~~2001~~$15,816,000. These charges include approximately $~~3.1 million~~6,018,000 in severance pay and other costs associated with aan aggregate workforce reduction of ~~107~~253 employees, of which 78180 were billable consultants, and 2973 were sales, ~~general~~marketing orand administrative employees (SM&A). The remainder of the restructuring charges ~~relates~~relate to lease termination and other costs associated with office closures, and consolidations; losses on computer hardware ~~and~~ /software, ~~and~~ furniture/~~fixture~~fixtures and leasehold improvements disposals,; and the disposition of cumulative currency translation adjustments. As a result of ~~these~~its cost control initiatives, the Company closed its European office. A history of the Company's gross restructuring charges (in thousands) and work force reductions, by quarter, is as follows:

During the first quarter of 2002, the Company executed a global business reorganization associated with its North American and Indian operations. This reorganization resulted in a charge of $1.3 million taken in the first quarter of 2002. The charge includes approximately $1.3 million in severance pay and other costs associated with a workforce reduction of 75 billable consultants and 23 sales, general and administrative employees.

		Restructuring charges										Employee reductions
		Workforce Reduction		Office Closures		Fixed Assets		Cumulative Translation Adjustment		Total		Project Personnel	SM&A	Total
2^nd quarter—2001		$	514	$	—	$	—	$	—	$	514	11	5	16
3^rd quarter—2001			624		580		—		—		1,204	30	7	37
4^th quarter—2001			2,536		564		167		322		3,589	48	22	70
1^st quarter—2002			1,300		40		—		—		1,340	75	23	98
3^rd quarter—2002			1,044		6,378		1,747		—		9,169	16	16	32

	Total	$	6,018	$	7,562	$	1,914	$	322	$	15,816	180	73	253

Approximately $163,000 and $373,000 of previously recorded restructuring charges were reversed during the third quarter of 2001 and the second quarter of 2002, respectively.

Approximately $~~327~~6,901,000 in restructuring charges remain unpaid and are included in ~~current~~total liabilities as of ~~June~~September 30, 2002.

Original restructuring charges, occurring during the last three quarters of 2001 and the first ~~half~~nine months of 2002, additional charges, reversals and utilization, both cash and non-cash, as of ~~June~~September 30, 2002, are as follows (in thousands):

									Utilization
		Original Charges		Additional Charges (Reversals)			Total Charges							~~Unpaid Balance~~	Unpaid Balance
									Cash			Non-cash
Workforce reduction costs		$	46,~~971~~018	$	(~~469~~431	)	$	45,~~502~~587	$	(45,~~341~~110	)	—$	(22	$)	~~161~~$	455
Lease terminations			1,189		(181	)		1,008		(842	)	—			166
Office closures/consolidations			7,562		(175	)		7,387		(941	)		—			6,446
Depreciable assets			168		(35	)		133		—		(133	)		—
Fixed assets			1,914		(62	)		1,852		—			(1,852	)		—
Cumulative translation adjustment			322		~~149~~132			~~471~~454		—		~~(471~~	)(454	)	—	—
	Total restructuring costs	$	615,~~650~~816	$	(536	)	$	615,~~114~~280	$	(56,~~183~~051	)	~~(604~~$	)(2,328	$)	~~327~~$	6,901

(9) REIMBURSABLE EXPENSES

The Company has adopted the Emerging Issues Task Force (EITF) Issue No. 01-14, "Income Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses Incurred." This pronouncement requires that reimbursements received for "out-of-pocket" expenses should be characterized as revenue and corresponding expense in the Statement of Operations. Prior to the adoption of this EITF, the Company reflected the reimbursement of out-of-pocket expenses as an offsetting reduction to operating expenses. The Company incurs incidental expenses in the delivery of services to its clients. These "out-of-pocket" expenses include, but are not limited to, travel, lodging and related charges. Accordingly, the Company has adjusted all periods reported to reflect an increase in revenue, and an equal and offsetting increase in operating expenses, related to reimbursable expenses. This change in classification has not had an effect on current or previously reported net loss, or net loss per share. Total reimbursable out-of-pocket expenses, which are required to be reclassified by the adoption of EITF 01-14, are as follows for each of the first three fiscal quarters of 2002 and 2001 (in thousands):

		1^st Quarter						2^nd Quarter						3^rd Quarter
		2002			2001			2002			2001			2002			2001
Reimbursable expenses		$	118		$	1,215		$	210		$	1,293		$	261		$	1,229

(10) RECENT ACCOUNTING PRONOUNCEMENTS

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 requires that a liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. It nullifies the guidance in EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under EITF 94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. Under SFAS 146, an entity's commitment to a plan does not, by itself, create a present obligation to other parties that meets the definition of a liability. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. The Company has not adopted the provisions of SFAS 146 in its September 30, 2002 financial statements, or for any prior periods.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this Quarterly Report on Form 10-Q, including information with respect to our future business plans, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "plans," "expects," "anticipates" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, many of which are beyond our control. ~~There~~Actual ~~are~~results ~~a number of important factors that~~ could ~~cause our results to~~ differ materially from ~~those~~the ~~indicated by such~~ forward-looking statements and our expectations as a result ~~of,~~ among other things, variations in demand for information technology services and in economic conditions generally; our ability to attract business from new clients, and maintain and expand business from existing clients; potential difficulties in managing costs and resource levels, and recruiting and retaining technical and management professionals and key employees; our dependence on our principal clients; the ability of ~~clients~~various to terminate projects before completion; difficulties associated with international operations; difficulties in estimating the time and resources necessary for project engagements and in continuing to perform challenging and critical projects in a manner that satisfies our clients; potential collection risks arising from clients with uncertain financial condition; the intensely competitive nature of the business areas in which we compete; difficulties in responding to changing technologyfactors, ~~industry~~including ~~standards~~those ~~and client preferences; dependence on continued growth in use and acceptance of the Internet; difficulties associated with potential acquisitions and investments; and the other factors~~ set forth in Exhibit 99.1 to ~~our~~ our Securities and Exchange Commission filings, as well as factors discussed elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise ~~any~~ any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERVIEW

We are an information technology services provider that develops, deploys and ~~deploys~~optimizes IT systems that reduce cost, improve performance and drive competitive advantage for leading companies worldwide. We focus on mission-critical business systems that are engineered to integrate, perform and scale, reliably and predictably. Our years of experience in pushing system performance limits has resulted in a unique family of Powering Performance™ solutions ~~and methodologies~~ that are at the core of everything we do. Our ~~offerings~~solutions are ~~targeted, and our domain expertise is~~ focused, on industries in which mission-critical high-performance IT systems provide competitive advantage, including financial services, logistics, travel and transportation, insurance, ~~healthcare~~ and ~~telecommunications~~healthcare.

Our service revenue is comprised of fees generated for professional services. We generally provide services to clients on a time and materials or a fixed-fee basis. Under time and materials contracts, we recognize revenue as services are provided. Under fixed-fee contracts, we recognize revenue on a percentage of completion basis~~, which relies on estimates of total expected contract revenues and costs~~. We follow this method because we believe we can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Because the financial reporting of these contracts depends on estimates, which are ~~assessed continually during the contract term, recognized revenues and profits are subject to revisions as the contract progresses to completion. We are~~ generally reimbursed for reasonable expenses under our contracts. These expenses and reimbursements are ~~not~~ reflected on our statements of operations.

~~During~~Historically, ~~the~~a ~~second~~large portion of our service revenues has been derived from a limited number of clients. Our top five customers accounted for 88% and 81% of service revenues during the third quarter of 2002 and 2001, werespectively. ~~implemented~~To athe ~~plan~~extent we are unable to ~~realign~~mitigate this revenue concentration through new business development, any cancellation, reduction or deferral in work performed for our principal ~~European~~clients ~~staffing~~will ~~profile.~~have ~~The~~an ~~aggregate~~adverse ~~financial~~effect ~~impact~~on ofus. ~~this~~Many ~~plan~~factors ~~was~~can result in a ~~restructuring~~cancellation, ~~charge~~reduction or deferral of ~~approximately~~services requested by our customers, including budget constraints, perceived $0project progress, perceived project success or value, industry shifts and consolidation, and economic factors.~~5 million~~ For example, ~~primarily~~as ~~consisting~~a result of ~~severance~~projects ~~pay~~ending ~~associated~~and ~~with~~client abudget ~~workforce~~pressure, ~~reduction~~our work for a number of 16clients ~~employees~~who were among our five largest in 2001 has sharply declined, significantly adversely affecting our ~~European~~revenue ~~operation~~at the end of 2001 and continuing into 2002.

~~During~~Revenue ~~the~~from ~~second~~foreign ~~half~~operations ofrepresents ~~2001,~~revenue wefor ~~executed~~professional aservices ~~series~~performed offor ~~cost~~clients ~~control~~outside ~~measures in our~~ North ~~American~~America. ~~and~~Foreign ~~European~~ operations, ~~resulting~~represented ~~in additional aggregate restructuring charges of approximately $~~4~~.8 million~~% ~~during 2001. These charges primarily consist~~ of ~~severance~~service ~~pay~~revenues ~~and~~in ~~other costs associated with a workforce reduction of 107 employees. The remainder of~~ the ~~restructuring~~first ~~charges~~nine months ~~relates~~of ~~to lease termination and other costs associated with office closures~~2002, ~~losses on computer hardware~~ and ~~software~~32% ~~and~~of ~~furniture/fixture~~service ~~disposals,~~revenues ~~and~~for the ~~disposition~~same ~~of cumulative~~period ~~translation~~in ~~adjustments~~2001. AsGiven athe ~~result~~closure of ~~these initiatives, we closed~~ our European ~~office.~~facilities, Wewe ~~will~~do ~~continue~~not toanticipate ~~serve~~significant ~~our~~revenue ~~international clients~~ from ~~our~~foreign operations ~~North~~in ~~American~~the ~~and~~foreseeable ~~Indian facilities~~future.

During January 2002, we executed additional cost control measures in our North American and Indian operations, resulting in a workforce reduction of 98 employees, as well as certain office closures. The aggregate financial impact of these measures was a restructuring charge of approximately $1.3 million, recorded during the first quarter of 2002, primarily consisting of severance pay and lease termination costs.

Based on our best estimate of existing liabilities related to these restructuring initiatives, we reversed approximately $373,000 of previously recorded restructuring charges during the second quarter of 2002.

Historically, a large portion of our revenues has been derived from a limited number of clients. Our top five customers accounted for 90% and 69% of total revenues during the first six months of 2002 and 2001, respectively. To the extent we are unable to mitigate this revenue concentration through new business development, any cancellation, reduction or deferral in work performed for our principal clients will have an adverse effect on us. Many factors can result in a cancellation, reduction or deferral of services requested by our customers, including budget constraints, perceived project progress, perceived project success or value, industry shifts and consolidation, and economic factors. For example, as a result of projects ending and client budget pressure, our work for a number of clients who were among our five largest in 2001 has sharply declined, significantly adversely affecting our revenue at the end of 2001 and continuing into 2002.

Revenue from foreign operations represents revenue for professional services performed for clients outside North America. Foreign operations represented 7% of revenues in the first six months of 2002, and 36% of revenues for the same period in 2001. Given the closure of our European facilities, we do not anticipate significant revenue from foreign operations in the foreseeable future.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates relied upon in preparing these financial statements include expected future earnings and cash flows used to evaluate the recoverability of deferred tax assets, and the adequacy of the allowances for bad debts. Actual results could differ from those estimates.

Significant management judgment is required to determine the realizability of our deferred tax assets, and any valuation allowance recorded against the deferred tax assets. We evaluate the weight of all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax will not be realized. As a result of operating losses incurred in 2001, the continued operating losses in 2002, and uncertainty as to the extent and timing of profitability in future periods, we recorded a valuation allowance against the deferred tax asset of approximately $6.3 million during the quarter ended March 31, 2002. The increase in the valuation allowance recorded on our statement of operations in the first quarter of 2002 was $1.2 million, with the balance of the valuation allowance adjustment of $5.1 million reflected as a reduction of our additional paid-in capital. Accordingly, we have recorded a full valuation allowance on the tax benefit associated with pretax losses of $5.1 million for the quarter ended June 30, 2002. If the realization of deferred tax assets in the future is considered more likely than not, an adjustment to the valuation allowance would increase net income in the period such determination is made. Since the amount of the deferred tax asset considered realizable is based on significant estimates, it is at least reasonably possible that changes in the estimates could materially affect our financial conditions and results of operations.

We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer's inability or unwillingness to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. If circumstances change (i.e. higher than expected defaults or the unexpected material change in a major customer's ability or willingness to meet its financial obligations to us), our estimates of the recoverability of amounts due could increase or decrease by a material amount.

The demand for the services that we provide is sensitive to a variety of factors, including industry trends and economic conditions. Throughout 2001 and continuing in 2002, poor general economic conditions and industry-specific shifts in demand have caused and could continue to cause existing and/or potential clients to reduce or eliminate their investment in the types of services we provide, and make it more difficult to replace any principal clients of ours that have reduced their level of investment in our services. Further, competitive and pricing pressures have increased. Our ability to maintain and grow our revenues will continue to be adversely affected by these factors.

InProject ~~addition,~~personnel ~~the~~costs ~~adverse~~represent ~~impact~~a ofsignificant ~~the~~expense ~~September 11~~and consist primarily of salaries, ~~2001~~bonuses ~~terrorist~~and ~~attacks~~employee ~~could~~benefits ~~cause~~for ~~existing~~company ~~and~~personnel ~~prospective~~dedicated ~~customers~~for client assignments, and fees paid to ~~significantly~~subcontractors ~~reduce~~for orwork ~~eliminate~~performed ~~their~~on ~~information technology~~our ~~services~~projects. ~~spending~~Non-billable time incurred by our project personnel resulting from excess resource capacity adversely affects gross margins. During Inthe ~~particular~~third quarter of 2001, we ~~have~~eliminated ~~seen~~30 ~~significant~~project ~~reductions~~personnel positions in ~~spending~~our ~~for~~North ITAmerican ~~services~~operation ~~among~~to more closely align needed skill sets with market demand. The closure of our ~~clients~~European facilities, which commenced during the fourth quarter of 2001, resulted in the ~~travel~~elimination ~~and~~of ~~transportation~~48 European project personnel positions. During the first quarter 2002, we executed further global reorganization initiatives in our North American and ~~logistics~~Indian ~~industries~~operations, which ~~will~~resulted in the elimination of 75 project personnel positions. During the third quarter of 2002, we implemented additional ~~materially~~reductions ~~negatively~~in ~~affect~~force in our ~~revenue~~North ~~expectations~~American ~~over~~operation, which resulted in the ~~next~~elimination ~~few~~of ~~quarters~~16 project personnel positions.

~~Project~~Selling, ~~personnel~~marketing ~~costs~~and ~~represent~~administrative aexpenses ~~significant expense and~~ consist primarily of salaries, bonuses, commissions and employee benefits for ~~company personnel dedicated for client assignments, and fees paid to subcontractors for work performed on our projects. Non~~non-~~billable time incurred by our~~ project personnel, ~~resulting~~occupancy ~~from excess resource capacity adversely affects gross margins~~costs, ~~and~~travel ~~may~~expenses, ~~continue~~depreciation toexpense, ~~cause~~bad ~~gross~~debt ~~profit~~expense ~~margins~~and topromotional ~~decrease~~costs. During the third quarter of 2001, we eliminated 307 ~~project~~selling, ~~personnel~~marketing and administrative positions in our North American ~~operation, to more closely align needed~~ ~~skill sets with market demand~~operation. The closure of our European facilities, which commenced during the fourth quarter of 2001, resulted in the elimination of 4822 European ~~project~~selling, ~~personnel~~marketing and administrative positions. During the first quarter of 2002, we executed further global reorganization initiatives in our North American and Indian operations, which resulted in the elimination of 7523 ~~project~~selling, ~~personnel~~marketing and administrative positions. During the third quarter of 2002, we implemented additional reductions in force in our North American operation, which resulted in the elimination of 16 selling, marketing and administrative positions.

~~Selling,~~Since ~~marketing~~the ~~and~~second ~~administrative~~quarter ~~expenses~~of ~~consist~~2001, ~~primarily~~we have executed a series of ~~salaries,~~cost ~~bonuses~~control initiatives in our North American, ~~commissions~~European and ~~employee~~Indian ~~benefits~~operations, ~~for~~resulting ~~non-project~~in ~~personnel,~~gross ~~occupancy~~restructuring ~~costs,~~charges ~~travel~~of ~~expenses,~~approximately ~~depreciation~~$15.8 million. ~~expense,~~These ~~bad~~charges ~~debt~~include ~~expense~~approximately $6.0 million in severance pay and ~~promotional~~other costs. ~~During~~associated ~~the~~with ~~third~~an ~~quarter~~aggregate workforce reduction of ~~2001~~253 employees, weof ~~eliminated~~which 180 7were ~~selling~~billable consultants, ~~marketing~~ and ~~administrative~~73 ~~positions~~were insales, ~~our~~marketing ~~North~~or ~~American operation~~administrative employees. The ~~closure~~remainder of ~~our~~the ~~European~~restructuring ~~facilities,~~charges ~~which~~relate ~~commenced~~to ~~during~~lease ~~the~~termination ~~fourth~~and ~~quarter~~other ofcosts ~~2001,~~associated ~~resulted~~with inoffice closures ~~the~~and ~~elimination~~consolidations, oflosses 22on ~~European~~computer ~~selling~~hardware/software, ~~marketing~~furniture/fixtures and ~~administrative~~leasehold ~~positions.~~improvements ~~During the~~disposals, ~~first~~and ~~quarter~~the disposition of ~~2002,~~cumulative wecurrency ~~executed~~translation ~~further~~adjustments. ~~global~~As ~~reorganization~~a result of these initiatives, inwe closed our ~~North~~European ~~American~~office. ~~and~~For ~~Indian~~more ~~operations,~~detail ~~which~~regarding ~~resulted~~these incharges, ~~the~~see ~~elimination~~Footnote of8—Restructuring ~~23 selling~~Charges, ~~marketing~~to ~~and administrative~~the ~~positions~~Condensed Consolidated Financial Statements.

InBased ~~July 2002~~on weour ~~completed~~best ~~the~~estimate ~~acquisition~~ of ~~the~~existing ~~remaining~~liabilities ~~24%~~related ~~minority~~to ~~interest~~these inrestructuring ~~our~~initiatives, ~~Indian~~we ~~subsidiary~~reversed approximately $163,000 ~~Tanning~~of ~~Technology~~previously ~~(India)~~recorded ~~Private~~restructuring ~~Limited.~~charges ~~Consequently,~~during ~~Tanning~~the ~~Technology~~first ~~(India)~~nine months ~~Private~~of ~~Limited~~2001, ~~has~~and ~~become~~$373,000 aof ~~wholly-owned~~previously ~~subsidiary~~recorded restructuring charges during the first nine months of ~~Tanning~~2002.

In July 2002 we completed the acquisition of the remaining 24% minority interest in our Indian subsidiary, Tanning Technology (India) Private Limited, for $160,000. Consequently, Tanning Technology (India) Private Limited has become a wholly-owned subsidiary of Tanning.

In anticipation of long-term business growth, we expect to incur costs and expend capital. Our ability to generate revenues fluctuates from quarter to quarter as a result of a number of factors, and we can give no assurances that we will grow, or that our growth will support these costs and expenditures. To the extent revenues are inadequate to support our costs and expenditures, our results of operations and liquidity would be materially and adversely affected.

Summary of Critical Accounting Policies; Significant Judgments and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates relied upon in preparing these financial statements include expected future earnings and cash flows used to evaluate the recoverability of deferred tax assets, the adequacy of the allowances for bad debts, the percentage of completion on fixed-fee projects, and the nature, timing and amount of charges associated with our restructurings. Actual results could differ from those estimates.

Significant management judgment is required to determine the realizability of our deferred tax assets, and any valuation allowance recorded against the deferred tax assets. We evaluate the available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax will not be realized. As a result of operating losses incurred in 2001, the continued operating losses in 2002, and uncertainty as to the extent and timing of profitability in future periods, we recorded a valuation allowance against the deferred tax asset of approximately $6.3 million during the quarter ended March 31, 2002. The increase in the valuation allowance recorded on our statement of operations in the first quarter of 2002 was $1.2 million, with the balance of the valuation allowance adjustment of $5.1 million reflected as a reduction of our additional paid-in capital. Similarly, we have recorded a full valuation allowance on the tax benefit associated with combined pretax losses of $19.1 million for the second and third quarters of 2002. If the realization of deferred tax assets in the future is considered more likely than not, an adjustment to the valuation allowance would increase net income in the period such determination is made. Since the amount of the deferred tax asset considered realizable is based on significant estimates, it is at least reasonably possible that changes in the estimates could materially affect our financial conditions and results of operations.

We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer's inability or unwillingness to meet its financial obligations to us, we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. If circumstances change (i.e. higher or lower than expected defaults or the unexpected material change in a major customer's ability or willingness to meet its financial obligations to us), our estimates of the recoverability of amounts due could increase or decrease by a material amount.

Under fixed-fee contracts, we recognize revenue on a percentage of completion basis, which relies on estimates of total expected contract revenues and costs. We follow this method because we believe we can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Because the financial reporting of these contracts depends on estimates, which are assessed on a regular basis during the contract term, recognized revenues and profits are subject to revisions as the contract progresses to completion.

In accordance with Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Benefits and Other Costs to an Exit Activity," we have recorded specific charges associated with each of the restructuring activities that have taken place since the second quarter of 2001. At the time each restructuring is approved, we record a liability for the estimated costs associated with that restructuring plan. The consolidation or abandonment of office facilities requires us to make estimates, including contractual rental commitments for office space being vacated and related costs, offset by estimated future sublease income. We review, on a regular basis, our future sublease income assumptions. If the rental markets change, our sublease income assumptions may not be accurate, and it is possible that changes in the estimates could materially affect our financial condition and results of operations. Gross future lease payments associated with abandoned office space totaled approximately $10.8 million at September 30, 2002.

RESULTS OF OPERATIONS

The following table sets forth the percentage of revenues of certain items included in our consolidated statements of operations.

		Three months ended June 30,				Six months ended June 30,
		Three months ended September 30,				Nine months ended September 30,
		2002		2001		2002		2001
Revenues		100	%	100	%	100	%	100	%
Total revenues		100	%	100	%	100	%	100	%
Project personnel costs		162		59		167		58
Project personnel costs, including reimbursable expenses		111		56		142		60
	Gross profit margin	(6211	)	4144		(6742	)	4240
Selling, marketing and administrative		~~288~~177		~~104~~71		~~266~~218		9379
Restructuring charges		~~(22~~355	)	47		26153		24
	Income (loss) from operations	(~~328~~543	)	(6734	)	(~~359~~413	)	(5343	)
Interest income and other, net		245		73		1711		96
	Income (loss) before income taxes	(~~304~~538	)	(6031	)	(~~342~~402	)	(4437	)
Income tax provision (benefit)		0		(159	)	3419		(1311	)
	Net income (loss)	(~~304~~538	)%	(4522	)%	(~~376~~421	)%	(3126	)%

Comparison of three months ended ~~June~~September 30, 2001 and 2002

Service ~~Net~~ revenues

Our service revenues decreased $910.74 million, or 8582%, to $12.73 million for the ~~second~~third quarter of 2002 from $1112.47 million for the ~~second~~third quarter of of 2001. The decrease in ~~revenue~~service revenues is primarily attributable to a decline in the number and size of projects being worked on for certain existing clients, the conclusion of our relationship with certain clients, as well as difficulty in generating significant revenue from new clients. We served a total of 15 clients during the third quarter of 2002, as compared to 19 clients during the third quarter of 2001. We served only two of these clients during the third quarter of both 2002 and 2001. During the third quarter of 2002, our five largest clients accounted for approximately 88% of service revenues, compared to 81% of service revenues for the third quarter of 2001. The uncertainty in the economy has reduced IT spending for many of our existing and targeted ~~customers~~clients, which has made developing new business, both with existing and potential clients, difficult in recent quarters.

Project personnel costs

Our project personnel costs decreased $34.90 million, or 5960%, to $2.86 million for the ~~second~~third quarter of 2002 from $6.76 million for the ~~second~~third quarter of 2001. This decrease was primarily due to a $3.50 million reduction in salary, payroll tax and benefit costs associated with fewer project personnel during the ~~second~~third quarter of 2002, as compared to the ~~second~~third quarter of 2001. Employee project personnel decreased from ~~338~~306 at ~~June~~September 30, 2001 to ~~169~~146 at ~~June~~September 30, 2002, primarily as a result of a series of restructuring plans that were implemented during the ~~last~~fourth ~~three~~quarter ~~quarters~~ of 2001 and the first ~~quarter~~and third quarters of 2002. Also contributing to this overall decrease was a $0.59 million reduction in costs associated with subcontractors used during the ~~second~~third quarter of 2002, as compared to the ~~second~~third quarter of 2001.

Selling, marketing and administrative

Our selling, marketing and administrative expenses decreased $75.03 million, or 5954%, to $4.96 million for the ~~second~~third quarter of 2002 from $119.9 million for the ~~second~~third quarter of 2001. This decrease was primarily due to a $3.2.3 million reduction in salary, payroll tax and benefit costs associated with fewer selling, ~~marketing~~ marketing and administrative employees during the third quarter of 2002, as compared to the third quarter of 2001. Our selling, marketing and administrative staff decreased from ~~119~~115 employees at ~~June~~ September 30, 2001, to 5840 employees at ~~June~~September 30, 2002. These reductions ~~result~~resulted from a series of restructuring plans that were implemented during the ~~last~~third ~~three quarters~~and offourth quarter of 2001 and the first ~~quarter~~and third quarters of 2002. The remaining decrease of $3.0 million is attributable to reductions in facilities costs, human resource/recruiting costs, marketing costs, travel and entertainment costs, and other administrative costs.

Restructuring charges

During the ~~second~~third quarter of 2001, we implemented a plan to ~~realign~~accelerate ~~our~~cost ~~European~~savings ~~staffing~~in ~~profile~~North America. The aggregate financial impact of this plan was a ~~restructuring~~ charge of approximately $01.52 million,. ~~primarily~~This ~~consisting~~charge consists primarily of severance pay associated with a workforce reduction of 1637 employees in our ~~European~~North American operation and lease termination costs associated with office closures. Approximately $163,000 of restructuring charges recorded during the second quarter of 2001 were reversed during the third quarter of 2001.

During the ~~second~~third ~~half~~quarter of ~~2001~~2002, we ~~executed~~implemented afurther ~~series of~~ cost ~~control~~reduction ~~measures~~initiatives in ~~our~~ North ~~American and European operations~~America, resulting in ~~additional~~a ~~aggregate~~ restructuring ~~charges~~charge of approximately $49.82 million during ~~2001~~the quarter. ~~These~~The ~~charges~~charge ~~primarily~~includes ~~consist~~approximately of$1.0 million in severance pay and other costs associated with a workforce reduction of ~~107~~32 employees. The ~~remainder~~charge ofalso ~~the~~includes approximately ~~restructuring~~$6.4 million ~~charges~~related ~~relates~~ to lease termination and other costs associated with office closures, ~~losses~~and onoffice ~~computer~~space ~~hardware~~consolidation. ~~and~~The ~~software~~remaining ~~and~~charge ~~furniture/fixture~~of ~~disposals,~~approximately ~~and~~$1.8 million ~~the~~relates ~~disposition~~to non-cash write-offs of ~~cumulative~~ ~~translation~~leasehold ~~adjustments~~improvements and furniture/fixtures. AsThere awere ~~result~~no ofrestructuring ~~these~~charge ~~initiatives,~~reversals weduring ~~closed~~the ~~our~~third ~~European~~quarter ~~office~~of 2002.

During January 2002, we executed additional cost control measures in our North American and Indian operations, resulting in a workforce reduction of 98 employees, as well as certain office closures. The aggregate financial impact of these measures was a charge of approximately $1.3 million, recorded during the first quarter of 2002, primarily consisting of severance pay and lease termination costs.

Other income

Other income decreased 5076%, to $0.41 million for the ~~second~~third quarter of 2002 from $0.85 million for the ~~second~~third quarter of 2001. This decrease was attributable to a decrease in interest income, partially offset by ana ~~increase~~decrease in foreign currency translation ~~gains~~losses. The decrease in interest income was a result of both a decline in interest rates during the ~~second~~third quarter of 2002, as well as a decrease in cash and equivalents during the ~~second~~third quarter of 2002, as compared to the ~~second~~third quarter of 2001. All cash has been invested in short-term, interest bearing, investment grade obligations.

Provision for (benefit from) income taxes

Income tax expense (benefit) represents combined federal, state, and foreign taxes. Our income tax benefit was $1.72 million on pre-tax losses of $64.93 million for the ~~second~~third quarter of 2001. Our ability to realize tax benefits is contingent upon our ability to generate taxable income in the future. As a result of operating losses incurred in 2001, the continued operating losses in 2002, and uncertainty as to the extent and timing of profitability in future periods, we recorded a full valuation allowance against the deferred tax asset of approximately $6.3 million during the quarter ended March 31, 2002. The increase in the valuation allowance recorded on the our statement of operations in the first quarter was $1.2 million, with the balance of the valuation allowance adjustment of $5.1 reflected as a reduction of our additional paid-in capital. ~~Accordingly~~Similarly, we have recorded a full valuation allowance on the tax benefit associated with pretax losses of $513.19 million for the quarter ended ~~June~~September 30, 2002.

Comparison of ~~six~~nine months ended ~~June~~September 30, 2001 and 2002

~~Net~~Service revenues

Our service revenues decreased $2031.71 million, or 8584%, to $36.70 million for the first ~~half~~nine months of 2002 from $2437.41 million for the first ~~half~~nine months of 2001. The decrease in ~~revenue~~service revenues is primarily attributable to a decline in the number and size of projects being worked on for certain existing clients, the conclusion of our relationship with certain clients, as well as difficulty in generating significant revenue from new clients. We served at total of 21 clients during the first nine months of 2002, as compared to 29 clients during the first nine months of 2001. We served only five of these clients during the first nine months of both 2002 and 2001. During the first nine months of 2002, our five largest clients accounted for approximately 81% of service revenues, compared to 67% of service revenues for the first nine months of 2001. The uncertainty in the economy has reduced IT spending for many of our existing and targeted customers, which has made developing new business, both with existing and potential clients, difficult in recent quarters.

Project personnel costs

Our project personnel costs decreased $812.10 million, or 5758%, to $68.18 million for the first ~~half~~nine months of 2002 from $1420.28 million for the first ~~half~~ nine months of 2001. This decrease was primarily due to a $79.09 million reduction in salary, payroll tax and benefit costs associated with fewer project personnel during the ~~second~~first nine months ~~quarter~~ of 2002, as compared to the ~~second~~first ~~quarter~~nine months of 2001. Employee project personnel decreased from ~~338~~306 at ~~June~~September 30, 2001 to ~~169~~146 at ~~June~~September 30, 2002, primarily as a result of a series of restructuring plans that were implemented during the ~~last~~fourth ~~three~~quarter ~~quarters~~ of 2001, and the first ~~quarter~~and third quarters of 2002. Also contributing to this overall decrease was a $12.10 million reduction in costs associated with subcontractors used during the ~~second~~first ~~quarter~~nine months of 2002, as compared to the ~~second~~first ~~quarter~~nine months of 2001.

Selling, marketing and administrative

Our selling, marketing and administrative expenses decreased $1218.70 million, or 56%, to $914.94 million for the first ~~half~~nine months of 2002 from $2232.64 million for the first ~~half~~nine months of 2001. This decrease was primarily due to a $510.25 million reduction in salary, payroll tax and benefit costs associated with fewer selling, marketing and administrative employees during the first nine months of 2002, as compared to the first nine months of 2001. Our selling, marketing and administrative staff decreased from ~~119~~115 employees at ~~June~~September 30, 2001, to 5840 employees at ~~June~~September 30, 2002. These reductions ~~result~~ resulted from a series of restructuring plans that were implemented during the fourth ~~last~~quarter ~~three quarters~~ of 2001 and the first ~~quarter~~and third quarters of 2002. The remaining decrease is attributable to reductions in facilities costs, human resource/recruiting costs, marketing costs, travel ~~and entertainment~~ costs, and other administrative costs.

Restructuring charges

During the ~~second~~first ~~quarter~~nine months of 2001, we implemented a ~~plan~~series toof ~~realign~~cost reduction measures in our North American and European ~~staffing~~operations, ~~profile.~~resulting ~~The~~in ~~aggregate~~a total ~~financial~~workforce ~~impact~~reduction of ~~this~~53 ~~plan~~employees. ~~was~~The aaggregate restructuring charge ofassociated with these measures was approximately $01.57 million, ~~primarily~~ consisting of severance pay ~~associated~~and ~~with~~lease atermination costs. ~~workforce~~Approximately ~~reduction~~$163,000 of 16restructuring ~~employees~~charges inrecorded ~~our~~during ~~European~~the ~~operation~~second quarter of 2001 were reversed during the first nine months of 2001.

During the ~~second~~first ~~half~~nine months ~~2001~~of 2002, we ~~executed~~implemented afurther ~~series of~~ cost ~~control~~reduction measures in our North American and ~~European~~Indian operations, resulting in ~~additional~~a ~~aggregate~~total ~~restructuring~~workforce ~~charges~~reduction of ~~approximately~~ $4130 employees.~~8 million~~ ~~during~~The ~~2001.~~aggregate ~~These~~restructuring ~~charges~~charge ~~primarily consist of severance pay and other costs~~ associated with athese ~~workforce~~measures ~~reduction~~was ofapproximately ~~107 employees~~$10.5 million, ~~The~~consisting ~~remainder~~ of ~~the restructuring~~severance ~~charges~~pay, ~~relates to~~ lease termination ~~and other~~ costs ~~associated with office closures~~, and losses on ~~computer~~leasehold improvement ~~hardware~~ and ~~software and~~ furniture/~~fixture~~fixtures ~~disposals~~dispositions. Approximately $373,000 ~~and~~of ~~the~~restructuring ~~disposition~~charges ~~of cumulative~~recorded ~~translation~~during ~~adjustments.~~the Asthird aand ~~result~~fourth quarters of ~~these~~2001 ~~initiatives,~~were wereversed ~~closed~~during ~~our~~the ~~European~~first ~~office~~nine months of 2002.

During January 2002, we executed additional cost control measures in our North American and Indian operations, resulting in a workforce reduction of 98 employees, as well as certain office closures. The aggregate financial impact of these measures was a charge of approximately $1.3 million, recorded during the first quarter of 2002, primarily consisting of severance pay and lease termination costs. As a result of this reorganization, first quarter 2002 savings were approximately $2.4 million, and expected go-forward quarterly savings are approximately $2.7 million.

Other income

Other income decreased $12.60 million, to $0.67 million for the first ~~half~~nine months of 2002 from $2.27 million for the first nine months ~~half~~ of 2001. This decrease was attributable to a decrease in interest income, as well as decreases in foreign currency translation gains. The decrease in interest income was a result of both a decline in interest rates during the first ~~half~~nine months of 2002, as well as a decrease in cash and equivalents during the first ~~half~~nine months of 2002, as compared to the first nine months ~~half~~ of 2001. All cash has been invested in short-term, interest bearing, investment grade obligations.

Provision for (benefit from) income taxes

Income tax expense (benefit) represents combined federal, state, and foreign taxes. Our income tax benefit was $34.13 million on pre-tax losses of $1015.70 million for the first ~~half~~nine months of 2001. Our ability to realize tax benefits is contingent upon our ability to generate taxable income in the future. As a result of operating ~~losses~~ losses incurred in 2001, the continued operating losses in 2002, and uncertainty as to the extent and timing of profitability in future periods, we recorded a full valuation allowance against the ~~deferred~~ deferred tax asset of approximately $6.3 million during the quarter ended March 31, 2002. The increase in the valuation allowance recorded on the our statement of operations in the first ~~quarter~~ quarter was $1.2 million, with the balance of the valuation allowance adjustment of $5.1 reflected as a reduction of our additional paid-in capital. ~~Accordingly~~Similarly, we have recorded a ~~full~~ full valuation allowance on the tax benefit associated with pretax losses of $1226.76 million for the first ~~half~~nine months of 2002.

~~Liquidity~~LIQUIDITY ~~and~~AND ~~Capital~~CAPITAL ~~Resources~~RESOURCES

Historically, we have funded operations and investments in property and equipment primarily from cash on hand, through cash generated from operations, and the sale of common stock. We had no outstanding debt as of ~~June~~September 30, 2002.

Cash and cash equivalents decreased to $5044.43 million at ~~June~~September 30, 2002 from $57.3 million at December 31, 2001. The decrease was ~~primarily~~ due to a $712.38 million net decrease in cash from operating activities, a $0.3 million investment in property and equipment, a $0.2 million investment in Tanning Technology (India) Private Limited, $0.3 million in purchases of treasury shares, partially offset by $0.5 million in proceeds from the issuance of common stock, primarily in conjunction with a stock subscription agreement entered into with a key executive. We currently have no material commitments for capital expenditures. ~~Although we did not purchase any treasury shares during the first half of 2002, we may in the future continue to purchase treasury shares under our stock repurchase program.~~

During the third quarter of 2002, we purchased 298,669 shares of our common stock from a key executive. The executive used all proceeds from this transaction to make full payment on a promissory note, owed to us by the executive, including accrued interest, in the amount of $286,722. The shares we purchased in this transaction are included in treasury stock at September 30, 2002. We may purchase additional shares under our stock repurchase program in the future.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

We have provided our services to customers primarily in the United States, Canada, the United Kingdom and Denmark. During the first quarter of 2002, we completed the closure of our European office. Accordingly, risk associated with foreign currency translation has been significantly reduced.

To the extent Tanning Technology Europe and Tanning Technology (India) Private Limited have monetary assets and liabilities denominated in foreign currencies, our financial results could be affected by changes in foreign currency exchange rates. Historically, we have not experienced material fluctuations in our results due to foreign currency exchange rates.

We are not currently providing a significant level of services to clients outside North America. We will continue to serve our international clients from our North American and Indian facilities. If we expand our business with foreign clients, risks associated with foreign currencies will increase.

Item 4. Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this quarterly report, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 2. Changes in Securities and Use of Proceeds

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits and Reports on Form 8-K

(a): Exhibits

Exhibit		Description
3.1		Certificate of Incorporation of Tanning, as amended and restated *
3.1		Certificate of Incorporation of Tanning, as amended and restated*
3.2		Bylaws of Tanning, as amended and restated*
10.1		Confidentiality, Proprietary Rights and Non-Competition Agreement between Tanning and Barrett L. Sweet, dated July 29, 2002
10.2		Letter Agreement dated August 13, 2002 between Tanning and Larry G. Tanning, regarding transfer of Tanning shares and loan repayment
10.3		Letter Agreement dated September 3, 2002 between Tanning and Frederick H. Fogel confirming separation terms
10.4		Letter Agreement dated September 3, 2002 between Tanning and Henry F. Skelsey confirming separation terms
99.1		Cautionary Statement for the Purpose of the "Safe Harbor" Provisions of The Private Securities Litigation Reform Act of 1995

*: Incorporated herein by reference from the Company's Registration Statement on Form S-1 (SEC File No. 333-78657) filed with the Commission on July 22, 1999.
(b): Reports on Form 8-K.

WeOn ~~did~~August 15, ~~not~~2002, ~~file~~we ~~any~~filed ~~Reports~~a Current Report on Form 8-K ~~during~~regarding the ~~quarter~~certifications ~~ended~~of ~~June~~our Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 301350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TANNING TECHNOLOGY CORPORATION
Date: July 29, 2002	By:	/s/ LARRY G. TANNING
Date: October 31, 2002	By:	/s/ GREGORY A. CONLEY
	Name:	~~Larry~~Gregory GA. ~~Tanning~~Conley
	Title:	Chief Executive Officer and Director
Date: July 29, 2002	By:	/s/ HENRY F. SKELSEY
Date: October 31, 2002	By:	/s/ KATHERINE L. SCHERPING
	Name:	~~Henry~~Katherine FL. ~~Skelsey~~Scherping
	Title:	~~Executive Vice President,~~ Chief Financial Officer ~~and Director~~ (Principal Financial and Accounting Officer)

CERTIFICATIONS

I, Gregory A. Conley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tanning Technology Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 31, 2002

/s/ GREGORY A. CONLEY

Gregory A. Conley
Director, Chief Executive Officer,
President and Chief Operating Officer

I, Katherine L. Scherping, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tanning Technology Corporation;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: October 31, 2002

/s/ KATHERINE L. SCHERPING

Katherine L. Scherping
Chief Financial Officer,

I, Gregory A. Conley, Chief Executive Officer of Tanning Technology Corporation (the "Registrant"), do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to this Quarterly Report on Form 10-Q for the period ended September 30, 2002 of the Registrant (the "Report"), that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

This certification is made solely for purposes of 18 U.S.C. Section 1350 and not for any other purpose.

By:

/s/ GREGORY A. CONLEY

Gregory A. Conley
Chief Executive Officer

I, Katherine L. Scherping, Chief Financial Officer of Tanning Technology Corporation (the "Registrant"), do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Quarterly Report on Form 10-Q for the period ended September 30, 2002 of the Registrant (the "Report"), that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

This certification is made solely for purposes of 18 U.S.C. Section 1350 and not for any other purpose.

By:

/s/ KATHERINE L. SCHERPING

Katherine L. Scherping
Chief Financial Officer

TANNING TECHNOLOGY CORPORATION

Exhibit Index to Quarterly Report On Form 10-Q for the Quarterly Period Ended ~~June~~September 30, 2002

Exhibit		Description
3.1		Certificate of Incorporation of Tanning, as amended and restated*
3.2		Bylaws of Tanning, as amended and restated*
10.1		Confidentiality, Proprietary Rights and Non-Competition Agreement between Tanning and Barrett L. Sweet, dated July 29, 2002
10.2		Letter Agreement dated August 13, 2002 between Tanning and Larry G. Tanning, regarding transfer of Tanning shares and loan repayment
10.3		Letter Agreement dated September 3, 2002 between Tanning and Frederick H. Fogel confirming separation terms
10.4		Letter Agreement dated September 3, 2002 between Tanning and Henry F. Skelsey confirming separation terms
99.1		Cautionary Statement for the Purpose of the "Safe Harbor" Provisions of The Private Securities Litigation Reform Act of 1995

*: Incorporated herein by reference from the Company's Registration Statement On Form S-1 (SEC File No. 333-78657) filed with the Commission on July 22,

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