##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 0-23137
 aQuantive, Inc.
 (Exact name of registrant as specified in its charter)
 Washington
    
    91-1819567(State of Incorporation)
    
    (I.R.S. Employer Identification Number)
 821 Second Avenue, 18th Floor
Seattle, Washington 98104
(Address of principal executive offices)
(206) 816-8800
(Registrants telephone number, including area code)
 þ o
  þ o o
 o þ




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##### 



AQUANTIVE, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2007
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    25EXHIBIT 10.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AQUANTIVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    130,942
    
    
    $
    147,795Short-term investments
    
    
    165,769
    
    
    
    131,012Accounts receivable, net of allowances of $4,283 and $4,087 at March 31, 2007
and December 31, 2006, respectively
    
    
    270,462
    
    
    
    273,174Other receivables
    
    
    2,735
    
    
    
    2,312Prepaid expenses and other current assets
    
    
    5,247
    
    
    
    4,459Deferred tax assets, net
    
    
    9,567
    
    
    
    4,475Total current assets
    
    
    584,722
    
    
    
    563,227Property and equipment, net
    
    
    36,847
    
    
    
    34,343Goodwill
    
    
    274,992
    
    
    
    269,325Other intangible assets, net
    
    
    48,684
    
    
    
    47,255Long-term investments
    
    
    18,996
    
    
    
    32,509Other assets
    
    
    3,032
    
    
    
    2,754Deferred tax assets, net
    
    
    
    
    
    
    2,915Total assets
    
    $
    967,273
    
    
    $
    952,328Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    182,220
    
    
    $
    194,386Accrued liabilities
    
    
    50,500
    
    
    
    56,686Pre-billed media
    
    
    25,920
    
    
    
    27,945Deferred rent, current portion
    
    
    1,037
    
    
    
    1,027Deferred revenue
    
    
    14,117
    
    
    
    16,517Total current liabilities
    
    
    273,794
    
    
    
    296,561Long-term accrued liabilities
    
    
    3,832
    
    
    
    3,720Notes payable
    
    
    80,000
    
    
    
    80,000Deferred rent, less current portion
    
    
    4,161
    
    
    
    4,221Deferred tax liabilities
    
    
    6,482
    
    
    
    Total liabilities
    
    
    368,269
    
    
    
    384,502Shareholders equity:Preferred stock, $0.01 par value; 21,084 shares authorized and none issued
or outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; 200,000 shares authorized; 78,669 and 77,768 issued
and outstanding at March 31, 2007 and December 31, 2006, respectively
    
    
    787
    
    
    
    778Paid-in capital
    
    
    538,974
    
    
    
    522,657Retained earnings
    
    
    55,278
    
    
    
    41,036Accumulated other comprehensive income
    
    
    3,965
    
    
    
    3,355Total shareholders equity
    
    
    599,004
    
    
    
    567,826Total liabilities and shareholders equity
    
    $
    967,273
    
    
    $
    952,328
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
(in thousands, except per share amounts)
(unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Revenue
    
    $
    142,621
    
    
    $
    92,185Expenses:Cost of revenue
    
    
    23,588
    
    
    
    13,378Client support
    
    
    64,967
    
    
    
    45,172Product development
    
    
    4,839
    
    
    
    3,680Sales and marketing
    
    
    10,531
    
    
    
    6,640General and administrative
    
    
    15,050
    
    
    
    9,258Amortization of intangible assets
    
    
    2,743
    
    
    
    2,036Client reimbursed expenses
    
    
    2,055
    
    
    
    868Total costs and expenses
    
    
    123,773
    
    
    
    81,032Other operating income
    
    
    1,046
    
    
    
    Income from operations
    
    
    19,894
    
    
    
    11,153Interest and other income, net
    
    
    4,129
    
    
    
    1,699Interest expense
    
    
    587
    
    
    
    582Income before income taxes
    
    
    23,436
    
    
    
    12,270Provision for income taxes
    
    
    9,194
    
    
    
    4,655Net income
    
    $
    14,242
    
    
    $
    7,615Basic net income per share
    
    $
    0.18
    
    
    $
    0.11Diluted net income per share
    
    $
    0.16
    
    
    $
    0.10Shares used in computing basic net income per share
    
    
    78,143
    
    
    
    68,275Shares used in computing diluted net income per share
    
    
    89,062
    
    
    
    80,010Comprehensive income:Net income
    
    $
    14,242
    
    
    $
    7,615Items of comprehensive income (loss)
    
    
    610
    
    
    
    (15
    )Comprehensive income
    
    $
    14,852
    
    
    $
    7,600
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AQUANTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    14,242
    
    
    $
    7,615Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    8,151
    
    
    
    5,799Stock-based compensation expense
    
    
    4,704
    
    
    
    4,749Excess tax benefit from stock-based compensation
    
    
    (4,598
    )
    
    
    (4,687
    )Other non-cash items
    
    
    (222
    )
    
    
    138Changes in operating assets and liabilities, net of acquisitions:Accounts receivable, net
    
    
    8,705
    
    
    
    (15,042
    )Other receivables, prepaid expenses and other current assets
    
    
    78
    
    
    
    (1,247
    )Other assets
    
    
    (835
    )
    
    
    70Accounts payable
    
    
    (17,010
    )
    
    
    332Accrued liabilities
    
    
    (6,815
    )
    
    
    (7,990
    )Pre-billed media
    
    
    (2,274
    )
    
    
    16,850Deferred revenue
    
    
    (2,540
    )
    
    
    (1,185
    )Deferred rent
    
    
    (47
    )
    
    
    78Deferred taxes
    
    
    7,523
    
    
    
    2,740Net cash provided by operating activities
    
    
    9,062
    
    
    
    8,220Cash flows from investing activities:Purchases of property and equipment
    
    
    (6,801
    )
    
    
    (5,536
    )Purchases of available-for-sale investments
    
    
    (61,415
    )
    
    
    (3,719
    )Proceeds from sales and maturities of available-for-sale investments
    
    
    44,850
    
    
    
    3,333Purchases of other long-term investments
    
    
    (4,165
    )
    
    
    Acquisitions and related earn-out payments
    
    
    (9,750
    )
    
    
    (27,058
    )Net cash used in investing activities
    
    
    (37,281
    )
    
    
    (32,980
    )Cash flows from financing activities:Proceeds from equity offering, net of issuance costs
    
    
    
    
    
    
    172,710Proceeds from exercises of common stock options and issuance of common stock under the ESPP
    
    
    6,804
    
    
    
    5,086Excess tax benefit from stock-based compensation
    
    
    4,598
    
    
    
    4,687Net cash provided by financing activities
    
    
    11,402
    
    
    
    182,483Effect of exchange rate on cash and cash equivalents
    
    
    (36
    )
    
    
    Net (decrease) increase in cash and cash equivalents
    
    
    (16,853
    )
    
    
    157,723Cash and cash equivalents, beginning of period
    
    
    147,795
    
    
    
    77,272Cash and cash equivalents, end of period
    
    $
    130,942
    
    
    $
    234,995
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AQUANTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007
(in thousands, except per share amounts)
(unaudited)
 1. Organization and Operations of the Company
  Digital Marketing Services (DMS).
 Digital Marketing Technologies (DMT).
 Digital Performance Media (DPM).
 2. Summary of Significant Accounting Policies
 Basis of Presentation
    Reclassifications
  6




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Use of Estimates in the Preparation of Financial Statements
  Change in Accrued Business Tax Liability
  Revenue Recognition
  Digital Marketing Service
    7




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Digital Marketing Technologies. Atlas Digital Marketing Suite, Atlas Media Console Atlas Rich Media Atlas Search Atlas Site Optimization Atlas Publisher Atlas Site
Optimization Software Revenue
Recognition
 Digital Performance Media
   All Segments
  Recently Issued Accounting Pronouncements
   8




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3. Acquisitions and Other Investments
 Business Combinations
   Year Ending December 31,2008
    
    2009
    
    2010
    
    2011Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    HighDigital Marketing Services (1)
    
    $
    50
    
    
    $
    100
    
    
    $
    48,500
    
    
    $
    87,500
    
    
    $
    7,000
    
    
    $
    10,500
    
    
    $
    3,100
    
    
    $
    11,900
 
 (1)
    
    In addition to the contingent payments shown in the table, we will also make
non-contingent payments totaling $12,236 subsequent to March 31, 2007. These payments
relate to the acquisitions made during 2006 and 2007 and have been accrued on our Condensed
Consolidated Balance Sheet as of March 31, 2007. Other Investments
  4. Goodwill
  Balance as of
    
    
    
    
    
    
    Balance as ofMarch 31,
    
    
    
    
    
    
    December 31,2007
    
    
    Increases
    
    
    2006Digital marketing services
    
    $
    169,621
    
    
    $
    4,838
    
    
    $
    164,783Digital marketing technologies
    
    
    59,998
    
    
    
    406
    
    
    
    59,592Digital performance media
    
    
    45,373
    
    
    
    423
    
    
    
    44,950$
    274,992
    
    
    $
    5,667
    
    
    $
    269,325
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5. Stock-Based Compensation
 Stock Options and Share Awards
   Employee Stock Purchase Plan
  Valuation of Awards
   2007
    
    2006Weighted average risk-free interest rate
    
    
    4.54
    %
    
    
    4.41
    %Expected term, in years
    
    
    4.2
    
    
    
    4.1  7.2Weighted average expected volatility
    
    
    56
    %
    
    
    64
    %Dividend yield
    
    
    
    
    
    
    
  2007
    
    2006Weighted average risk-free interest rate
    
    
    5.17
    
    
    
    4.51
    %Expected term, in years
    
    
    0.5  1.0
    
    
    
    0.5  1.0Weighted average expected volatility
    
    
    45
    %
    
    
    47
    %Dividend yield
    
    
    
    
    
    
    
 10




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Award Activity
  WeightedWeighted
    
    AverageAverage
    
    Remaining
    
    AggregateOptions
    
    Exercise
    
    Contractual Term
    
    IntrinsicOutstanding
    
    Price
    
    (Years)
    
    ValueBalance, December 31, 2006
    
    
    12,332
    
    
    $
    9.69Granted
    
    
    1,115Exercised
    
    
    (717
    )Forfeited and expired
    
    
    (91
    )Balance, March 31, 2007
    
    
    12,639
    
    
    $
    11.27
    
    
    
    5.6
    
    
    $
    210,522Exercisable at March 31, 2007
    
    
    6,838
    
    
    $
    6.29
    
    
    
    4.5
    
    
    $
    148,036
   Nonvested SharesOutstandingNonvested at December 31, 2006
    
    
    105Granted
    
    
    Vested
    
    
    (2
    )Forfeited and expired
    
    
    Nonvested at March 31, 2007
    
    
    103
  6. Shareholders Equity
  TotalShareholdersEquityBalance, December 31, 2006
    
    $
    567,826Exercise of common stock options
    
    
    3,695Issuance of common stock  Employee Stock Purchase Plan
    
    
    3,109Excess tax benefit from exercise of common stock options
    
    
    4,818Unrealized gain on available for sale investments
    
    
    80Currency translation gain
    
    
    530Stock-based compensation expense
    
    
    4,704Net income
    
    
    14,242Balance, March 31, 2007
    
    $
    599,004
 11




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7. Other Operating Income
  8. Net Income Per Share
  Three Months EndedMarch 31,2007
    
    
    2006Net income (numerator for basic)
    
    $
    14,242
    
    
    $
    7,615Add: Interest expense on convertible notes, net of tax
    
    
    354
    
    
    
    354Adjusted net income (numerator for diluted)
    
    $
    14,596
    
    
    $
    7,969Shares (denominator for basic and diluted):Gross weighted average common shares outstanding
    
    
    78,246
    
    
    
    68,386Less: weighted average shares issued and unvested
    
    
    (103
    )
    
    
    (111
    )Shares used in computation of basic net income per share
    
    
    78,143
    
    
    
    68,275Add: Dilutive effect of employee stock options and stock awards
    
    
    4,756
    
    
    
    5,572Add: Dilutive effect of convertible debt
    
    
    6,163
    
    
    
    6,163Shares used in computation of diluted net income per share
    
    
    89,062
    
    
    
    80,010Basic net income per share
    
    $
    0.18
    
    
    $
    0.11Diluted net income per share
    
    $
    0.16
    
    
    $
    0.10
  9. Segment Reporting
     12




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Three Months ended March 31, 2007Digital
    
    
    Digital
    
    
    Digital
    
    
    UnallocatedMarketing
    
    
    Marketing
    
    
    Performance
    
    
    CorporateServices
    
    
    Technologies
    
    
    Media
    
    
    Expenses (2)
    
    
    TotalRevenue
    
    $
    83,053
    (1)
    
    $
    38,144
    
    
    $
    21,424
    
    
    $
    
    
    
    $
    142,621Costs and expenses:Cost of revenue
    
    
    104
    (1)
    
    
    11,118
    
    
    
    12,186
    
    
    
    180
    
    
    
    23,588Client support
    
    
    60,970
    
    
    
    
    
    
    
    1,733
    
    
    
    2,264
    
    
    
    64,967Product development
    
    
    
    
    
    
    4,436
    
    
    
    
    
    
    
    403
    
    
    
    4,839Sales and marketing
    
    
    2,624
    
    
    
    4,529
    
    
    
    3,088
    
    
    
    290
    
    
    
    10,531General and administrative
    
    
    6,180
    
    
    
    3,776
    
    
    
    766
    
    
    
    4,328
    
    
    
    15,050Amortization of intangible assets
    
    
    1,907
    
    
    
    344
    
    
    
    492
    
    
    
    
    
    
    
    2,743Client reimbursed expenses
    
    
    2,055
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,055Total costs and expenses
    
    
    73,840
    
    
    
    24,203
    
    
    
    18,265
    
    
    
    7,465
    
    
    
    123,773Other operating income
    
    
    1,046
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,046Income
(loss) from operations
    
    $
    10,259
    
    
    $
    13,941
    
    
    $
    3,159
    
    
    $
    (7,465
    )
    
    
    19,894Interest and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,129Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    587Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,436Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,194Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    14,242
 Three Months ended March 31, 2006Digital
    
    
    Digital
    
    
    Digital
    
    
    UnallocatedMarketing
    
    
    Marketing
    
    
    Performance
    
    
    CorporateServices
    
    
    Technologies
    
    

Media
    
    
    Expenses (2)
    
    
    TotalRevenue
    
    $
    55,212
    (1)
    
    $
    27,669
    
    
    $
    9,304
    
    
    $
    
    
    
    $
    92,185Costs and expenses:Cost of revenue
    
    
    727
    (1)
    
    
    7,229
    
    
    
    5,279
    
    
    
    143
    
    
    
    13,378Client support
    
    
    42,143
    
    
    
    
    
    
    
    742
    
    
    
    2,287
    
    
    
    45,172Product development
    
    
    
    
    
    
    2,924
    
    
    
    
    
    
    
    756
    
    
    
    3,680Sales and marketing
    
    
    1,589
    
    
    
    3,715
    
    
    
    966
    
    
    
    370
    
    
    
    6,640General and administrative
    
    
    2,180
    (3)
    
    
    2,438
    
    
    
    412
    
    
    
    4,228
    
    
    
    9,258Amortization of intangible assets
    
    
    1,635
    
    
    
    311
    
    
    
    90
    
    
    
    
    
    
    
    2,036Client reimbursed expenses
    
    
    868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    868Total costs and expenses
    
    
    49,142
    
    
    
    16,617
    
    
    
    7,489
    
    
    
    7,784
    
    
    
    81,032Income (loss) from operations
    
    $
    6,070
    
    
    $
    11,052
    
    
    $
    1,815
    
    
    $
    (7,784
    )
    
    
    11,153Interest and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,699Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    582Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,270Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,655Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,615
 
 (1)
    
    A small portion of our media business generates revenue that is presented on a gross
basis. Accordingly, both revenue and cost of revenue include the cost of media purchased for
our clients. 13




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(2)
    
    For the three months ended March 31, 2007 and 2006, stock-based compensation expense included
in unallocated corporate expenses was as follows: Three Months EndedMarch 31,2007
    
    
    2006Cost of revenue
    
    $
    180
    
    
    $
    143Client support
    
    
    2,264
    
    
    
    2,287Product development
    
    
    297
    
    
    
    574Sales and marketing
    
    
    290
    
    
    
    370General and administrative
    
    
    1,673
    
    
    
    1,375Total stock-based compensation expense
    
    $
    4,704
    
    
    $
    4,749
 
 (3)
    
    For the three months ended March 31, 2006, general and administrative expense for the digital
marketing services segment includes the $1,900 reversal of a business tax
liability. See Note 2 for additional information about this change in business tax liability. 10. Legal Proceedings
   14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This Quarterly Report contains forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and intentions. Words such
as anticipates, expects, intends, plans, believes, estimates, may, will and similar
expressions are intended to identify forward-looking statements. In addition, any statements that
refer to expectations, projections or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. Our actual results could
differ materially and adversely from those discussed in any forward-looking statements as a result
of various factors. Factors that could cause or contribute to such differences include, but are not
limited to, the risk of unforeseen changes in client online marketing and advertising budgets,
unanticipated loss of clients or delays in anticipated campaigns and projects, the potential
failure to attract new clients due to our inability to competitively market our services, the risk
of fluctuating demand for the our services, the potential negative effects on our business of
consolidation in the internet advertising industry, the potential failure to maintain desired
client relationships or to achieve effective advertising campaigns for clients,
slower-than-expected development of the Internet advertising market either domestically or in
international markets, quarterly fluctuations in operating results, costs and risks related to
acquisitions of technologies, businesses or brands, risks relating to international operations, the
short term nature of our contracts with clients, which generally are cancelable on 90 days or less
notice, and the uncertainties, potential costs, and possible business impacts of new legislation or
litigation involving us. A complete list of our risk factors are included in our Annual Report
on Form 10-K , for the year ended December 31, 2006 as filed with the SEC. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date of
this report. We undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged to carefully review
and consider the various disclosures made in this report and in our other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of the risks and
factors that may affect our business, prospects and results of operations.
  Overview
  Acquisitions and Comparability of Operations
  Company
    
    Acquisition Date
    
    Segment
    
    LocationDuke
    
    March 2007
    
    DMS
    
    FranceAccipiter
    
    December 2006
    
    DMT
    
    United Statese-Crusade
    
    October 2006
    
    DMS
    
    ChinaNeue Digitale
    
    August 2006
    
    DMS
    
    GermanyAmnesia
    
    July 2006
    
    DMS
    
    AustraliaFranchise Gator
    
    May 2006
    
    DPM
    
    United States
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Digital Marketing Services (DMS)
  Digital Marketing Technologies (DMT)
  Digital Performance Media (DPM)
  Critical Accounting Policies and Judgments
   Estimates and Assumptions Related to Financial Statements
  Results of Operations
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Revenue
   Atlas Digital Marketing Suite Atlas
Rich Media Atlas Rich Media Atlas Digital
Marketing Suite
  Cost of Revenue
    Client Support
  17




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Product Development
 Atlas Publisher, Atlas Rich Media Atlas Search Atlas Digital Marketing
Suite
 Sales and Marketing
    General and Administrative
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Amortization of Intangible Assets
  Client Reimbursed Expenses
  Other Operating Income
  Income from Operations
     Interest and Other Income, Net
  19




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Interest Expense
  Provision for Income Taxes
  Liquidity, Capital Resources and Commitments
   Net Cash from Operating Activities
    Net Cash from Investing Activities
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Three Months Ended March 31,2007
    
    
    2006(in thousands)Duke
    
    $
    8,096
    
    
    $
    eCrusade
    
    
    708
    
    
    
    TechnologyBrokers/Media Brokers
    
    
    687
    
    
    
    Accipiter
    
    
    259
    
    
    
    iFRONTIER
    
    
    
    
    
    
    26,460NetConversions
    
    
    
    
    
    
    598Total cash payments
    
    $
    9,750
    
    
    $
    27,058
 Net Cash from Financing Activities
     Contractual Obligations
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Nine MonthsEnding
    
    
    Year Ending December 31,December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2011 and2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    TotalCommitments:Operating leases
    
    $
    12,461
    
    
    $
    12,395
    
    
    $
    11,773
    
    
    $
    11,384
    
    
    $
    31,745
    
    
    $
    79,758Ad content delivery services
    
    
    4,264
    
    
    
    4,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,600Convertible debt (including interest payments)
    
    
    900
    
    
    
    1,800
    
    
    
    1,800
    
    
    
    1,800
    
    
    
    104,525
    
    
    
    110,825Accrued liabilities (1)
    
    
    9,036
    
    
    
    3,331
    
    
    
    105
    
    
    
    105
    
    
    
    291
    
    
    
    12,868Total commitments
    
    $
    26,661
    
    
    $
    21,862
    
    
    $
    13,678
    
    
    $
    13,289
    
    
    $
    136,561
    
    
    $
    212,051
 
 (1)
    
    Accrued Liabiliteis mostly relate to short and long term payments to selling shareholders
of businesses acquired during 2006 and 2007. These short and long term liabilities amount to $9.0
million and $3.8 million, respectively and are presented in the liability section of our
Consolidated Balance Sheet at March 31, 2007.  Year Ending December 31,2008
    
    2009
    
    2010
    
    2011Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    HighDigital Marketing Services
    
    $
    50
    
    
    $
    100
    
    
    $
    48,500
    
    
    $
    87,500
    
    
    $
    7,000
    
    
    $
    10,500
    
    
    $
    3,100
    
    
    $
    11,900
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
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Foreign Currency Exchange Rate Risk
      
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
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PART II. OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
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ITEM 6. EXHIBITS
 10.1
    
    Restated Stock option grant program
for nonemployee directors under the aQuantive, Inc. Restated 1999
Stock Incentive Compensation Plan31.1
    
    Certification of Brian P. McAndrews Pursuant to Rule 13a-14(a) of the
Securities and Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of M. Wayne Wisehart Pursuant to Rule 13a-14(a) of the
Securities and Exchange Act of 1934, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Brian P. McAndrews Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
200232.2
    
    Certification of M. Wayne Wisehart Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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SIGNATURES
  AQUANTIVE, INC.By:
    
    /s/ M. WAYNE WISEHARTM. Wayne WisehartChief Financial Officer(Authorized Officer and Principal Financial Officer)
 26