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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



FORM 10-K



(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                   to


Commission file number 001-34357

OPENTABLE, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

94-3374049(I.R.S. Employer
Identification Number)799 Market Street, 4th Floor
San Francisco, CA(Address of principal executive offices)

94103(Zip Code)


(415) 344-4200(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

(Title of each class)

(Name of each exchange on which registered)Common Stock, $0.0001 par value

The NASDAQ Stock Market LLC


Securities
registered pursuant to Section 12(g) of the Act:

None.(Title of Class)


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o    No ý

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As June 30, 2010 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of voting stock held
by non-affiliates of the registrant was $681,601,000.

As
of February 28, 2011, the number of shares of the registrant's common stock outstanding was 23,463,894.

Documents Incorporated by Reference

Portions of the registrant's definitive proxy statement for its 2011 annual meeting of stockholders are incorporated by reference in Items 10, 11, 12, 13
and 14 of Part III.



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OPENTABLE, INC.
INDEX TO FORM 10-K



PagePART IItem 1.

Business


2Item 1A.

Risk Factors


14Item 1B.

Unresolved Staff Comments


30Item 2.

Properties


30Item 3.

Legal Proceedings


30Item 4.

(Removed and Reserved)


30PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


31Item 6.

Selected Consolidated Financial Data


34Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


36Item 7A.

Quantitative and Qualitative Disclosures About Market Risk


51Item 8.

Consolidated Financial Statements and Supplementary Data


52Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


85Item 9A.

Controls and Procedures


85Item 9B.

Other Information


89PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


89Item 11.

Executive Compensation


89Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


89Item 13.

Certain Relationships and Related Transactions and Director Independence


89Item 14.

Principal Accountant Fees and Services


89PART IVItem 15.

Exhibits and Financial Statement Schedules


90SIGNATURESSignatures


93


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PART I    SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements. We have based these forward-looking statements largely on our current expectations and
projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time
those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results
to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited
to:



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In
addition, in this report, the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "predict," "potential" and similar expressions, as they relate
to our company, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed
in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking
statements speak only as of the date of this report. You should not put undue reliance on any forward-looking statements. We assume no obligation to update
forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we
update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

ITEM 1.    BUSINESS

Overview

OpenTable, Inc. (together with its subsidiaries, "OpenTable," the "Company," "our," "we," or "us") was incorporated on
October 13, 1998, and is a Delaware corporation. We provide solutions that form an online network connecting reservation-taking restaurants and people who dine at those restaurants. Our
solutions for restaurants include our proprietary Electronic Reservation Book, or ERB, and OpenTable Connect, or Connect. Our solutions for diners include www.opentable.com, our popular restaurant
reservation website, as well as a variety of mobile applications. The OpenTable network includes approximately 20,000 OpenTable restaurant customers spanning all 50 states as well as select markets
outside of the United States. Since our inception in 1998, we have seated approximately 200 million diners through OpenTable reservations, and during the three months ended December 31,
2010, we seated an average of approximately 6.5 million diners per month, including diners seated by toptable.com ("toptable"), which we acquired in October 2010. Restaurants that use our ERB
pay us a one-time installation fee for onsite installation and training, a monthly subscription fee for the use of our software and hardware and a fee for each restaurant guest seated
through online reservations. Restaurants that use Connect pay us a fee for each restaurant guest seated through online reservations. Our online restaurant reservation service is free to diners. For
the twelve months ended December 31, 2010 and 2009, our net revenues were $99.0 million and $68.6 million, respectively. For the twelve months ended December 31, 2010 and
2009, our subscription revenues accounted for 44% and 52% of our total revenues, respectively, our
reservation revenues accounted for 48% and 43% of our total revenues, respectively, and our installation and other revenues accounted for 8% and 5% of our total revenues, respectively.

The
OpenTable ERB combines proprietary software and computer hardware to deliver a solution that computerizes restaurant host-stand operations and replaces traditional
pen-and-paper reservation books. Our ERB streamlines and enhances a number of business-critical functions and processes for restaurants, including reservation management, table
management, guest recognition and email marketing. This enables restaurants to manage all of their reservationsthose booked by phone or online as well as walk-in
dinersin one unified system. The ERB also automatically accepts online reservations in real time directly from the OpenTable website as well as from our mobile applications

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and
the websites of our partners and restaurant customers. The ERBs at our restaurant customers connect via the Internet to form an online network of restaurant reservation books.

For
restaurants that do not require the operational benefits of the ERB, we offer Connect, a web-based solution that enables participating restaurants to receive reservations
from the OpenTable website and mobile applications as well as the websites of our partners and restaurant customers.

For
diners, the OpenTable website enables them to quickly and conveniently find, choose and book tables at restaurants on the OpenTable network, overcoming the inefficiencies associated
with the traditional process of reserving by phone. Diners appreciate the convenience of being able to secure a reservation at any time, even when the restaurant is closed, and the time savings of
being able to instantly find and reserve available tables without having to call restaurants one by one until they find an available reservation that suits their needs. Online visitors come to the
OpenTable website directly, via natural search engine results and via our partners' and restaurant customers' websites. During the twelve months ended December 31, 2010, less than 1% of
reservations made through the OpenTable website were attributable to paid-search advertising.

We
initially focused on acquiring a critical mass of local restaurant customers in four metropolitan areas: Chicago, New York, San Francisco and Washington, D.C. These markets have since
developed into active, local networks of restaurants and diners that continue to grow. We have applied and continue to apply the same fundamental strategy in developing and penetrating our other
markets in the United States, Canada and Mexico. In 2004, we began to selectively expand into countries outside of North America that are characterized by large numbers of online consumer transactions
and reservation-taking restaurants. To date, we have concentrated our international efforts in Germany, Japan and the United Kingdom. Our revenues outside of North America for the twelve months ended
December 31, 2010 and 2009, were $8.9 million and $3.8 million, respectively, or 9% and 6% of our total revenues, respectively. On October 1, 2010, we acquired toptable, a
leading restaurant reservation site in the United Kingdom, which contributed $3.0 million to revenues from the date of acquisition through December 31, 2010.

We
measure our business geographically based on two segments: North America and International. Additional information required by this item is incorporated herein by reference to
Note 13"Segment Information" of the Notes to the consolidated financial statements, beginning on page 83 of this Form 10-K.

Restaurant Industry Background

The commercial restaurant industry is broadly divided into "quick-service" and "full-service" segments. We target our
offerings to full-service restaurants that accept reservations. We believe based on our internal estimates that our ERB has a target audience of approximately 35,000 restaurants and
Connect has a target audience of approximately 20,000 restaurants in North America. In 2010, we believe these restaurants seated approximately 700 million diners through reservations, though
this number may fluctuate annually with economic and other conditions.

The
ability of the restaurant industry to leverage the power of the Internet for reservation transactions has been inhibited by two key characteristics. First, the reservation-taking
restaurant industry has been slow to computerize host-stand operations. During the last decade, other reservation-taking industries, such as airlines and hotels, have experienced a
dramatic shift in consumer behavior as reservations have migrated from the phone to the Internet. In contrast, given the restaurant industry's relatively basic transaction needs, generally requiring
only the diner's name and phone number and no advance payment, restaurant reservations historically have been largely handled by the traditional pen-and-paper reservation book,
despite the inherent operational inefficiencies and potential for error. Second, the reservation-taking restaurant industry is highly fragmented, with independent restaurants and small, local
restaurant groups comprising a significant majority of restaurant locations. Unlike other

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industries
in which suppliers can deliver goods and services to customers around the world, the restaurant industry is inherently local. These conditions make it time-consuming and costly
to aggregate the breadth of local restaurant table inventory required to attract a critical mass of diners to make reservations online and to create an online restaurant reservation network.

In
addition, reservation-taking restaurants generally share the following operational challenges:



Diner Behavior and Trends

For many diners, part of the appeal of dining out is experiencing a variety of restaurants. Therefore, diners value sources that help
them discover new restaurants and provide information about these restaurants. Historically, diners learned about restaurants through word of mouth and local print media, such as dining guides,
newspapers and magazines. While diners continue to value personal recommendations, the Internet now puts a wealth of restaurant information at their fingertips. However, arguably the most important
piece of informationwhat restaurants can accommodate a dining partyhas been missing from online dining sources. As a result, when it comes to booking a restaurant
reservation, diners have had to use the phone instead of the Internet.

Reserving
by phone can be a highly inefficient and inconvenient process, requiring diners to call one restaurant at a time until they find an available reservation that meets their
needs, and then make a reservation without knowing the full range of available choices. Phone reservations can only be secured during the restaurant's business hours. Diners who call when a restaurant
is closed or during

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peak
service hours oftentimes must leave a voicemail message and wait for the restaurant to call back. Diners who do get through to a reservationist may be put on hold or informed that there are no
available tables at the desired time, requiring them to call another restaurant and repeat the process until they find a suitable reservation. Diners who need to change or cancel an existing
reservation experience similar difficulties in doing so by phone.

The
Internet has the potential to redefine the reservation experience for diners and streamline the operations and increase the return on marketing spend for reservation-taking
restaurants. In order for diners to fully embrace online restaurant reservations, they need real-time access to table inventory across a broad selection of local restaurants and the
ability to instantly book confirmed reservations around-the-clock.

Our Solution

Reservation-taking restaurants and diners have interconnected needs. Restaurants require cost-effective ways to attract
guests and manage their reservations, while diners seek convenient ways to find available restaurants, choose among them and secure reservations. By creating an online network of restaurants and
diners that transact with each other
through real-time reservations, we have developed a specialized platform for addressing the needs of both.

Essential
to this network is building a critical mass of local, computerized restaurant reservation books. We achieve this by offering to reservation-intensive restaurants software that
provides them with important operational benefits, bundling it with computer hardware and installing this solution at the restaurant host stand. For restaurants that primarily serve
walk-in diners, we offer a web-based system to fill more seats by offering online reservations through the OpenTable website. We sell our solutions to individual restaurants
within a market, typically one by one, via a direct sales force. We believe that we deliver a strong return on investment for our restaurant customers by filling additional seats, streamlining their
operations, and improving their quality of service. As a result, we have historically enjoyed high customer satisfaction and retention rates.

The
OpenTable website gives diners real-time access to tables at restaurants on the OpenTable network. As more local restaurants are added to the network, the utility
provided to diners increases and more diners discover the benefits of researching restaurants and making reservations on our website. The more diners who use our website to make their dining
decisions, the more value we deliver to our restaurant customers and the more restaurants are attracted to our network.

Benefits of OpenTable to Reservation-Taking Restaurants

In response to the needs of reservation-taking restaurants, we offer the OpenTable ERB, an integrated solution consisting of
proprietary OpenTable software which is installed on a touchscreen computer system and supported by various asset-protection and security tools. For restaurants that do not require the operational
benefits of the ERB, we offer Connect, a web-based service that enables them to receive online reservations. Both offerings provide restaurants with access to diners via the OpenTable
website as well as through our mobile applications, our partners' websites and the restaurants' own websites. Participation in the OpenTable network helps restaurants:



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Benefits of OpenTable to Diners

In response to the needs of diners, we offer the OpenTable website, a destination website for those seeking a convenient way to
research restaurants and make reservations. Additionally, we offer mobile applications for a variety of smartphone platforms. Our website and mobile applications enable diners
to:



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Our Strategy

As our network of reservation-taking restaurants and diners grows, the value we deliver grows as well. Because the foundation of our
network is building a critical mass of computerized reservation books, we enhance our offering to diners by adding new restaurant customers. In turn, as more diners use OpenTable to make their dining
decisions and book their reservations, we deliver more value to our restaurant customers by helping them fill more of their seats. In this process, we grow the value of our business. The key elements
of this strategy include:

Continue to Build the OpenTable Network in North America

The value of the OpenTable network grows as participation among restaurants and diners grows. Experience in our earliest markets
provides a successful model that we have implemented while entering new markets, and, as a result, our newer markets in North America have grown relatively predictably over time. We intend to continue
to build our North American network by employing this proven model.



Expand Internationally

We intend to augment our growing North American business by selectively expanding into countries outside of North America that are
characterized by large numbers of online consumer transactions and reservation-taking restaurants. We currently have operations in Germany, Japan and the United Kingdom, each supported with a direct
sales force and operational staff. We have

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approximately
6,300 restaurant customers in these markets. In general, our strategy internationally is to replicate the model we have successfully employed in North America. In particular, our initial
focus in new international markets is to increase our restaurant customer base, and we believe the localized versions of our solutions will compete favorably against competitive offerings, enabling us
to expand our network of computerized reservation books across a broad selection of local restaurants. To accelerate the growth of our business in the United Kingdom, on October 1, 2010, we
acquired toptable, a leading restaurant reservation site in the United Kingdom, which contributed 3,680 restaurant customers to our business.

Our Products

We have created a proprietary technology system that connects our ERB, a stand alone client server application located at each
restaurant, via the Internet to our central servers which host our website. We have also created Connect, a web-based reservation system that also communicates with our central servers
which host our website. The distributed nature of this system design enables us to provide real-time solutions to our restaurant customers and to diners.

Restaurant Software and Hardware and Related Solutions

The ERB is an integrated solution consisting of proprietary OpenTable software that is installed on a dedicated, touchscreen computer
system at the restaurant's host stand and supported by various asset-protection and security tools. The ERB supports reservation management, table and floor management, guest management, marketing and
a number of other business processes. This functionality has evolved through nine major software releases over twelve years based on feedback from and experience with thousands of restaurant
customers. The software is built on a foundation that supports rapid translation into local languages.

We
provide on-site installation, training and, as part of our monthly subscription fee, around-the-clock customer support for the ERB. We monitor
Internet connectivity to the ERB, alerting restaurants when they are offline and working with them to resolve any problems we detect. We also provide data protection services, including managing
firewalls and virus scanning software on all computers on our network to protect restaurants from harmful intrusions and performing nightly backups of each restaurant's database to prevent data loss
in the event of a hardware failure. Our restaurant customers also receive a hardware replacement, populated with the restaurant's backed-up data, in the event of a computer failure, and
software upgrades and updates, which are deployed automatically via the Internet to each ERB, requiring minimal interference with the restaurant's operations.

We
also offer Connect, a web-based service that enables restaurants to accept online reservations from the OpenTable network as well as through our mobile applications and
from the restaurants' own websites. Our restaurant customers log in to Connect to specify available tables by time and party size. New reservations may be conveyed to the restaurant via email, SMS
text message and the restaurant's Connect account.

OpenTable Website

We design, build and operate the OpenTable website in North America and the United Kingdom as well as websites localized for Germany
and Japan. Our system is a real-time reservation system with a patent pending on our high-speed inventory tracking and search technology. The OpenTable website maintains
around-the-clock communications with restaurants on our online reservation network. As a result, any change made at the restaurant to the table inventory that affects the
OpenTable website is updated on the website in real time, and diners using the website get current inventory information on every search request, typically within a few seconds.

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Mobile Solutions

We also offer a version of the OpenTable website optimized for use on mobile devices as well as free mobile applications for use on
Android, Blackberry, iPad, iPhone, Nokia, Palm webOS, and Windows Phone smartphones. These mobile applications leverage the OpenTable network to enable diners on-the-go to view
real-time table availability at restaurants in their vicinity and book free, confirmed reservations. To date, more than 7,000,000 diners have been seated through reservations booked via
OpenTable mobile applications.

Restaurant Marketing Products

We offer our restaurant customers additional services to help fill more seats in their dining rooms. Our POP program lets restaurants
offer diners bonus Dining Reward Points for reservations at select times. Participating restaurants pay a premium per-seated-diner fee for POP reservations. For restaurants with banquet
spaces, we offer premium listings on our Private Dining directories. Additionally, restaurants may participate in our Spotlight program, in which we promote discounted dining coupons from local
restaurants for sale to OpenTable diners. OpenTable shares revenue from coupon sales with the participating restaurant.

toptable.com

In October 2010, we acquired toptable, a leading restaurant reservation site in the United Kingdom. As a result of the acquisition, we
now operate the toptable website in the United Kingdom and various other international locations. In addition, we offer a version of the toptable website optimized for use on mobile devices as well as
a free mobile application for use on the iPhone.

Table Maestro

In August 2010, we acquired Table Maestro, a South Carolina based company that operates a telephone reservation management service for
restaurants. Table Maestro provides restaurants with a lower-cost alternative to dedicated, in-house reservationists.

OTRestaurant.comOur Website for Restaurant Customers

We design, build and operate the OTRestaurant website, which serves as an information and services portal for OpenTable restaurant
customers. The website provides restaurant customers with secure access to client-specific materials including detailed online reservation reports, online invoicing and feedback forms from recent
diners. In addition, a restaurant can visit the OTRestaurant website to learn about upcoming OpenTable promotions, submit date-specific information such as Valentine's Day menus and update
the profile information displayed on the OpenTable website such as restaurant description and hours of operation. The OTRestaurant website serves as a two-way communication channel between
us and our restaurant customers, which ultimately improves the support we provide and drives increased operational efficiencies.

Sales and Marketing

Sales and Marketing to Restaurants

We employ a direct sales force of regional account executives and sales representatives as well as a team of inside sales
representatives. Our sales and marketing efforts focus on identifying qualified sales leads, communicating the benefits of computerizing the restaurant reservation book and filling seats through
online reservations. Our marketing activities include lead generation, direct marketing, public relations and participation in trade shows and conferences.

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Marketing to Diners

We generally benefit from significant word-of-mouth referrals and natural-search traffic to the OpenTable
website. We encourage repeat usage through our points-based loyalty program, OpenTable Dining Rewards, which allows diners to earn Dining Points when they make and honor OpenTable reservations. We
also optimize our website to improve our positioning in natural search engine results. To date, we have found limited value in print, broadcast, online or paid-search advertising, and, as
a result, we do not purchase a material amount of marketing from those channels.

In
addition to operating our own destination website and mobile applications, we work with hundreds of partners to enhance their restaurant listings with OpenTable online reservation
capabilities. We also encourage our restaurant customers to incorporate OpenTable reservation capabilities into their own websites, which not only introduces diners to the convenience of online
reservations but also helps restaurants fill more seats by providing around-the-clock reservation capabilities.

Customer Support

One of the reasons we enjoy high satisfaction among our restaurant customers is the quality of the support we provide. This support
includes the following:





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Technology

Our technology infrastructure supports the network of restaurants and diners critical to our business.

Data Centers and Network Access

Our primary data center is hosted by a leading provider of hosting services in Santa Clara, California. We maintain a second data
center in New Jersey for disaster recovery. Backup systems in the second data center can be brought online in the event of a failure in the primary data center. We also operate a data center in London
for toptable.

The
data center hosts the OpenTable website, the OTRestaurant website and intranet applications that are used to manage the website content. The websites are designed to be
fault-tolerant, with a collection of identical web servers connecting to an enterprise database. The design also includes load balancers, firewalls and routers that connect the components and provide
connections to the Internet. The failure of any individual component is not expected to affect the overall availability of our website.

Our
system also includes a proprietary method of accessing website-relevant, real-time restaurant inventory from the data center, providing very fast response times. The
system is designed to scale to accommodate the foreseeable growth in the number of restaurants and diners on our network.

Network Security

The data center and restaurant systems maintain real-time communication with proprietary, encrypted message protocols. We
also use leading commercial antivirus, firewall and patch management technology to protect and maintain the systems located at the data center and at each restaurant.

Internal Management Systems

We have developed proprietary systems to ensure rapid, high-quality customer service, software development and website
updates. ROMS is a system-integrated customer support application that gives us unique customer resource management tools designed specifically for the restaurant industry. It houses detailed
restaurant customer information encompassing the entire customer lifecycle, including initiating a contract, installing the OpenTable system, issuing monthly bills, tracking restaurant inventory and
providing ongoing support. In addition, ROMS leverages system-integrated tools allowing for remote technical diagnosis and repair, while operating under multi-tiered security protocols to ensure
restaurant customer information is protected. The Customer Help and Restaurant Management system, or CHARM, is a proprietary web content management and consumer support tool that enables rapid website
customization. Restaurant profiles, descriptions, maps, partner reviews, restaurant messaging and reservation parameter configurations are all driven out of CHARM.

Development

We devote a substantial portion of our resources to developing new solutions and enhancing existing solutions, conducting product
testing and quality assurance testing, improving core technology and strengthening our technological expertise in the restaurant table management and reservation market. As of December 31,
2010, our technical group consisted of 96 employees, who are focused on new feature development for existing solutions and the design of new solutions. We also outsource a portion of our software
development to a third-party service provider located in India. Additionally, our mobile website and application development efforts are partially outsourced to third-party mobile development firms.
For the twelve month periods ended December 31, 2010, 2009, and 2008, technology expenses totaled $12.3 million, $10.0 million and $9.5 million, respectively.

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Seasonality

The restaurant industry business is somewhat seasonal, with increases in dining at reservation-taking restaurants tied to certain
holidays and restaurant-industry promotions. As a result, we typically experience higher sequential growth in diners seated during the first and fourth quarters, as compared with the second and third
quarters.

Intellectual Property

Our success depends upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a
combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual restrictions. We enter into confidentiality and proprietary rights
agreements with our employees, consultants and business partners, and we control access to and distribution of our proprietary information.

We
have one issued patent which expires in 2020 and six patent applications pending in the United States. We have one patent application pending in India. We intend to pursue
corresponding patent coverage in additional countries to the extent we believe such coverage is appropriate and cost effective.

Our
registered trademarks in the United States, Japan, Switzerland and the European Union include "OpenTable" and the OpenTable logo. "OpenTable" is also registered in Canada, China,
Mexico and Australia. "OpenTable.com" is also registered in the European Union. "toptable" is registered in the United Kingdom. We have filed other trademark applications in the United States and
certain other countries.

We
are the registrant of the Internet domain name for our websites, www.opentable.com, www.otrestaurant.com and our international websites.

In
addition to the foregoing protections, we generally control access to and use of our proprietary software and other confidential information through the use of internal and external
controls, including contractual protections with employees, contractors, customers and partners. Our software is protected by United States and international copyright laws.

Competition

Competition for Reservation-Taking Restaurants

The primary competitor for the OpenTable ERB is the traditional pen-and-paper reservation book. Paper-based
reservation books enjoy the advantage of being extremely familiar and simple; however, they are also time-consuming, error-prone, manual and not easily reproduced in case of loss or
damage. Through our sales efforts, we explain the benefits of automation to restaurants including greater operational efficiency, superior guest recognition and service and the ability to fill
additional seats by offering reservations over the Internet. Other companies attempt to address restaurant needs for computerized reservation management with a variety of technologies.

We
believe the principal competitive factors in the market for computerized restaurant reservation management solutions include:



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With
Connect, we face competition from other companies that enable restaurants to allocate tables for online booking.

In
international markets that we entered more recently and where we have not yet achieved a high degree of penetration, we face more intense competition from local software-development
and application service provider, or ASP, vendors. We believe that, over time, the advantages that have established us as a leading provider in North America will help us as we compete in
international markets.

Our
restaurant marketing products compete with other online discounting and group buying services as well as traditional restaurant marketing opportunities.

Competition for Diners

Our primary competitor for diners making reservations is the phone. The phone enjoys two inherent advantages over online reservations.
First, every restaurant and diner has a phone. Second, making reservations by phone is a familiar, ingrained experience for diners.

In
order to compete effectively with the phone, the OpenTable website must offer diners a critical mass of restaurants from which to choose and access to reservation inventory comparable
to that available by phone. When combined with the growing number of restaurant customers, the OpenTable online reservation network achieves these requirements by communicating directly and in real
time with the OpenTable solution at each restaurant. Additionally, we offer diners all the conveniences and time savings associated with booking reservations online, including the ability to: book
reservations around-the-clock, even when restaurants are closed; find available tables in real time across a selection of local restaurants; receive immediate confirmation of
the reservation via email; change or cancel reservations online; and earn Dining Reward Points, redeemable for Dining Checks accepted by our restaurant customers.

Secondary
competition comes from allocation-based reservation-taking websites that offer diners the ability to book reservations for a limited selection of restaurant table inventory.
Participating restaurants identify specific reservations, generally at non-peak and unpopular times, which can be offered for booking via these allocation sites. Unlike OpenTable
reservations which are immediately recorded in the ERB residing at the restaurant host stand, these allocation reservations are communicated to the restaurant by traditional phone and fax systems,
email or web-based accounts that restaurants can check to access reservation requests. These methods are cumbersome for restaurants that process a large number of reservations because of
the operational challenges associated with managing separate systems for online and phone-based bookings. We believe the limitations associated with allocation-based websites make them best suited for
restaurants with lower reservation volumes or for use as supplemental services to fill tables at off-peak times. As a result, services that are entirely allocation-based are unlikely to
provide diners with the breadth of restaurant selection and prime-time table inventory necessary to attract a large base of users.

Employees

As of December 31, 2010, we had 493 full-time equivalent employees including 166 in operations and support, 160 in
sales and marketing, 96 in technology and 71 in general and administrative functions. None of our employees are covered by collective bargaining agreements.

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Available Information

We file reports with the Securities and Exchange Commission ("SEC"), including annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any other filings required by the SEC. We make available on our website (www.opentable.com) our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as
reasonably practicable after such material is electronically filed with or furnished to the SEC. These materials are available free of charge on or through our website via the Investor Relations page
at www.opentable.com. References to the Company's website address in this report are intended to be inactive textual references only, and none of the information contained on our website is part of
this report or incorporated in this report by reference.

The
public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A.    RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described
below and the other information in this Annual Report on Form 10-K. If any of such risks actually occur, our business, operating results or financial condition could be adversely
affected. In those cases, the trading price of our common stock could decline and you may lose all or part of your investment.

Risks Related to Our Business

Our limited operating history makes it difficult for us to accurately forecast revenues and appropriately plan our expenses.

We were formed in October 1998 and have a limited operating history. As a result, it is difficult to accurately forecast our revenues
and plan our operating expenses. We base our current and future expense levels on our operating forecasts and estimates of future revenues from restaurants. Restaurants that use our Electronic
Reservation Book, or ERB, pay us an installation fee, a monthly subscription fee and a fee for each restaurant guest seated through online reservations. Restaurants that use Connect pay us a fee for
each restaurant guest seated through online reservations. Revenues and operating results are difficult to forecast due to the uncertainty of the volume and timing of obtaining new restaurant customers
and of diners seated through OpenTable reservations. Some of our expenses are fixed, and, as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected
shortfall in revenues. This inability could cause our net income in a given quarter to be lower than expected.

The impact of worldwide economic conditions, including the resulting effect on consumer spending, may adversely affect our business, operating results and financial
condition.

Our performance is subject to worldwide economic conditions and their impact on levels of consumer spending. Some of the factors having
an impact on discretionary consumer spending include general economic conditions, unemployment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, energy
prices, interest rates, consumer confidence and other macroeconomic factors. Consumer purchases of discretionary items generally decline during recessionary periods and other periods in which
disposable income is adversely affected. Because spending for restaurant dining is generally considered to be discretionary, declines in consumer spending may have a more negative effect on our
business than on those businesses that sell products

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or
services considered to be necessities. In particular, a significant majority of our restaurant customers are fine-dining restaurants which have been particularly affected by economic
downturns.

Unfavorable
changes in the above factors or in other business and economic conditions affecting our restaurant customers and diners could result in reduced traffic in some or all of the
restaurants that use our solutions, result in fewer reservations made through our website or the websites of our partners or restaurant customers and lower our profit margins, cause our restaurant
customers to go out of business, cause our restaurant customers to terminate their subscriptions to our solutions or default on their payment obligations to us and have a material adverse effect on
our financial condition and operating results.

Moreover,
the majority of our restaurant customers are located in major metropolitan areas like New York City and the San Francisco Bay Area, and to the extent any one of these
geographic areas experiences any of the above described conditions to a greater extent than other geographic areas, the material adverse effect on our financial condition and operating results could
be exacerbated.

We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Our revenues and operating results could vary significantly from quarter to quarter and year to year because of a variety of factors,
many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition to other risk factors
discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:



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As
a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indications of our future operating performance. In addition,
our operating results may not meet the expectations of investors or public market analysts who follow our company.

Our recent growth rate will likely not be sustainable and a failure to maintain an adequate growth rate will adversely affect our net income and our business.

Our revenues have grown rapidly, increasing from $55.8 million in 2008, to $68.6 million in 2009, to $99.0 million
in 2010 representing a compound annual growth rate of 33%. We do not expect to sustain our recent growth rate in future periods, and you should not rely on the revenue growth of any prior quarterly or
annual periods as an indication of our future performance. If we are unable to maintain adequate revenue growth, our net income will be adversely affected, and we may not have adequate resources to
execute our business strategy.

Growth may place significant demands on our management and our infrastructure.

We have experienced substantial growth in our business. This growth has placed and may continue to place significant demands on our
management and our operational and financial infrastructure. As our operations grow in size, scope and complexity, we will need to improve and upgrade our systems and infrastructure to offer an
increasing number of customers enhanced solutions, features and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and
technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Continued growth could also strain our ability to maintain
reliable service levels for our customers, develop and improve our operational, financial and management controls, enhance our reporting systems and procedures and recruit, train and retain highly
skilled personnel.

Managing
our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as
it grows, our business, operating results and financial condition would be harmed.

If we fail to increase the number of our customers or retain existing customers, our revenues and our business will be harmed.

In the twelve months ended December 31, 2010, almost all of our revenues were generated by our restaurant customers. Restaurants
that use our ERB pay us a one-time installation fee, a monthly subscription fee for the use of our hardware and software, and a fee for each restaurant guest seated through online
reservations. Restaurants that use Connect pay us a fee for each restaurant guest seated

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through
online reservations. Our growth depends in large part on increasing the number of our restaurant customers, increasing the number of visitors to our website and then converting those visitors
into diners who use our website to make restaurant reservations. Either category of customers may decide not to continue to use our solutions in favor of other means of reserving tables or because of
budgetary constraints or other reasons.

To
grow our base of restaurant customers, we must convince prospective restaurant customers of the benefits of our ERB, Connect and related solutions and encourage them to forego the
traditional pen-and-paper reservation book to which they are likely accustomed. Due to the fragmented nature of the restaurant industry, many prospective restaurant customers
may not be familiar with our solutions and will generally favor using more traditional methods of taking reservations.

To
increase the number of diners who use our website, we must convince them of the value of our solutions. Our ability to do so is driven in large part by increasing the number of
restaurant listings available on our website and also by making the diner's visit to our website a convenient and user-friendly experience.

We
cannot assure you that we will be successful in continuing to expand our restaurant customer base or in continuing to attract diners to make reservations on our website. Our future
sales and marketing efforts may be ineffective. If diners choose not to use our solutions or decrease their use of our solutions or we are unable to attract new diners, listings on our website could
be reduced, search activity on our website could decline, the usefulness of our solutions could be diminished and we could experience declining revenues.

We may be unable to successfully execute our business strategy if we fail to continue to provide our customers with a high-quality customer experience.

A critical component of our strategy is providing a high-quality customer experience for both restaurants and diners.
Accordingly, the effective performance, reliability and availability of our ERB, Connect, websites and network infrastructure are critical to our reputation and our ability to attract and retain
customers. In order to provide a high-quality customer experience, we have invested and will continue to invest substantial resources in our ERB, Connect, website development and
functionality and customer service operations. If we do not continue to make such investments and as a result, or due to other reasons, fail to provide a high-quality customer experience,
we may lose restaurants and diners from our network, which could significantly decrease the value of our solutions to both groups. Moreover, failure to provide our customers with
high-quality customer experiences for any reason could substantially harm our reputation and adversely affect our efforts to develop as a trusted website.

We may be unsuccessful in expanding our operations internationally, which could harm our business, operating results and financial condition.

In 2004, we established our European headquarters in London and expanded our North American presence in Canada. In 2006, we opened an
office in Tokyo and further expanded our North American presence in Mexico. In 2007, we expanded our European presence with offices in France, Germany and Spain. In 2010, we acquired toptable, a
leading restaurant reservation site in the United Kingdom. Our ability to expand internationally involves various risks, including the need to invest significant resources in such expansion, the
possibility that returns on such investments will not be achieved in the near future and competitive environments with which we are unfamiliar. Our international operations may not prove to be
successful in certain markets. For example, in 2008, we decided to close our offices in France and Spain. In addition, we have incurred and expect to continue to incur significant expenses in advance
of generating material revenues as we attempt to establish our presence in particular international markets. Our current and any future international expansion plans we choose to undertake will
require management attention and resources and may be unsuccessful. We do not have

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substantial
experience in selling our solutions in international markets or in conforming to the local cultures, standards or policies necessary to successfully compete in those markets, and we must
invest significant resources in order to build a direct sales force and operational infrastructure in such markets. Furthermore, in many international markets we are not the first entrant and there
exists greater competition with stronger brand names than we have faced in North American markets. Our ability to expand internationally will also be limited by the demand for our solutions and the
adoption of the Internet in these markets. Different privacy, censorship and liability standards and regulations and different intellectual property laws in foreign countries may cause our business
and operating results to suffer.

Any
future international operations may also fail to succeed due to other risks inherent in foreign operations, including:



As
a result of these obstacles, we may find it impossible or prohibitively expensive to expand internationally or we may be unsuccessful in our attempt to do so, which could harm our
business, operating results and financial condition.

We face risks associated with currency exchange rate fluctuations.

For the twelve months ended December 31, 2010, we incurred approximately 23% of our operating expenses in pounds sterling,
euros, yen and other foreign currencies, while most of our revenues were denominated in U.S. dollars. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency
exchange rates that could have a negative impact on our reported operating results. Fluctuations in the value of the U.S. dollar relative to other currencies affect our revenues, costs and expenses,
and operating margins, and result in foreign currency transaction gains and losses. To date, we have not engaged in exchange rate hedging activities. Even if we were to implement hedging strategies to
mitigate this risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would involve costs and risks of their own, such as ongoing management time and
expertise, external costs to implement the hedging activities and potential accounting implications.

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The markets for our solutions may become more competitive, and there can be no certainty that we will maintain our current restaurant customers and diners or attract new
restaurants and diners or that our operating margins will not be affected by competition.

We expect that the competitive environment for our solutions may become more intense as additional companies enter our markets.
Currently, our primary competitors are the pen-and-paper reservation book used by most restaurants and the phone used by diners. Secondary competitors include companies who
provide computerized reservation management systems with a variety of technologies, as well as allocation-based reservation-taking websites that offer diners the ability to book reservations for a
limited selection of restaurant table inventory. These secondary competitors may enhance their technologies to be more competitive, and additional competitors may enter our North America and
international markets. Any new competitors could have greater name recognition among restaurants and diners and greater financial, technical and marketing resources. In both North America and
international markets, greater financial resources and product development capabilities may allow competitors to respond more quickly to new or emerging technologies and changes in restaurant and
diner requirements that may render our solutions obsolete. These competitors could introduce new solutions with competitive price and performance characteristics or undertake more aggressive marketing
campaigns than ours. If we lose existing restaurant customers and diners or fail to attract new restaurants and diners as a result of increased competition, our business, operating results and
financial condition could be adversely affected.

Rapid technological changes may render our technology obsolete or decrease the attractiveness of our solutions to our customers.

To remain competitive, we must continue to enhance and improve the functionality and features of our websites, ERB and Connect. The
Internet and the online commerce industry are rapidly changing. If competitors introduce new solutions embodying new technologies, or if new industry standards and practices emerge, our existing
websites, technology, ERB and Connect may become obsolete. Our future success will depend on our ability to:



Developing
our ERB, Connect, websites and other technology entails significant technical and business risks. We may use new technologies ineffectively, or we may fail to adapt our
websites, transaction processing systems and network infrastructure to consumer requirements or emerging industry standards. For example, our website functionality that allows searches and displays of
reservation availability is a critical part of our service, and it may become out-of-date or insufficient from our customers' perspective or in relation to the search and
display functionality of our competitors' websites. If we face material delays in introducing new or enhanced solutions, our customers may forego the use of our solutions in favor of those of our
competitors.

Acquisitions could disrupt our business and harm our financial condition and operating results.

Our success will depend, in part, on our ability to expand our offerings and markets and grow our business in response to changing
technologies, customer demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses, solutions or technologies rather than
through internal development, including, for example, our acquisition in October 2010 of toptable, a leading restaurant reservation site in the United Kingdom.

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The
identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. Furthermore,
even if we successfully complete an acquisition, we may not be able to successfully assimilate and integrate the business, technologies, solutions, personnel or operations of the company that we
acquired, particularly if key personnel of an acquired company decide not to work for us. In addition, we may issue equity securities to complete an acquisition, which would dilute our stockholders'
ownership and could adversely affect the price of our common stock. Acquisitions may also involve the entry into geographic or business markets in which we have little or no prior experience.
Consequently, we may not achieve anticipated benefits of the acquisitions which could harm our operating results.

We rely on our marketing efforts to attract new customers and must do so in a cost-effective manner; otherwise our operations will be harmed.

A significant component of our business strategy is the promotion of our websites, ERB and Connect. We believe that the attractiveness
of our solutions to our current and
potential customers, both restaurants and diners, will increase as new restaurants provide additional restaurant listings and diners increasingly use our website to conduct searches and make
restaurant reservations. This is because an increase in the number of restaurant listings and the number of diners searching those listings increases the utility of our website and its associated
search, listing and reservation services. If we do not continue to grow the use of our website, ERB and Connect, we may fail to build the critical mass of both restaurant customers and diners required
to substantially increase our revenues.

While
our marketing efforts do not currently involve significant expenditures, in the future we may find it necessary to invest more heavily in direct marketing or online or traditional
advertising. If we are unable to effectively market our solutions to new customers or are unable to do so in a cost-effective manner, our operating results could be adversely affected.

System interruptions that impair access to our websites would damage our reputation and brand and substantially harm our business and operating results.

The satisfactory performance, reliability and availability of our ERB, Connect, websites and network infrastructure are critical to our
reputation, our ability to attract and retain both restaurant customers and diners and our ability to maintain adequate customer service levels. Any systems interruption that results in the
unavailability of our websites or any restaurant connected to our websites could result in negative publicity, damage our reputation and brand and cause our business and operating results to suffer.
We may experience temporary system interruptions (either to our websites or at our restaurant customer locations) for a variety of reasons, including network failures, power failures, software errors
or an overwhelming number of visitors trying to reach our websites during periods of strong demand. In addition, our primary data center is hosted by a third-party. Because we are dependent in part on
third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to
remedy such interruptions in a timely manner, or at all.

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We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current personnel or hire additional personnel our ability to
develop and successfully market our business could be harmed.

We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical,
finance, creative and sales and marketing personnel. Moreover, we believe that our future success is highly dependent on the contributions of our named executive officers. All of our U.S. officers and
other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely
difficult to replace. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay the development and introduction of, and harm our ability to
sell, our solutions and harm the market's perception of us. Competition for qualified personnel is particularly intense in the San Francisco Bay Area, where our headquarters are located. Further, our
principal overseas operations are based in London and Tokyo, which are cities that, similar to our headquarters region, have high costs of living and consequently high compensation standards.
Qualified individuals are in high demand, and we may incur significant costs to attract them. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our
growing sales, operational and managerial requirements, or may be required to pay increased compensation in order to do so. If we are unable to attract and retain the qualified personnel we need to
succeed, our business will suffer.

Volatility
or lack of performance in our stock price may also affect our ability to attract and retain our key employees. Our named executive officers have become, or will soon become,
vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their options have significantly appreciated in value
relative to the original purchase prices of the shares or the exercise prices of the options, or if the exercise prices of the options that they hold are significantly above the market price of our
common stock. If we are unable to retain our employees, our business, operating results and financial condition will be harmed.

Failure to adequately protect our intellectual property could substantially harm our business and operating results.

Because our business is heavily dependent on our intellectual property, including our proprietary software, the protection of our
intellectual property rights is crucial to the success of our business. We rely on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect our
intellectual property. These afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our website features, software
and functionality or obtain and use information that we consider proprietary, such as the technology used to operate our website, our content and our trademarks. Moreover, policing our proprietary
rights is difficult and may not always be effective. In particular, because we sell our solutions internationally, we may need to enforce our rights under the laws of countries that do not protect
proprietary rights to as great an extent as do the laws of the United States.

We
have registered "OpenTable" and our other trademarks as trademarks in the United States and in certain other countries. We have also registered "toptable" in the United Kingdom.
Competitors may adopt service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. In addition, there could be potential trade name
or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term OpenTable or our other trademarks. From time to time, we have
acquired Internet domain names held by others when such names were causing consumer confusion or had the potential to cause consumer confusion.

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We
currently hold the "OpenTable.com" and "toptable.com" Internet domain names and various other related domain names. Domain names generally are regulated by Internet regulatory bodies.
If we lose the ability to use a domain name in a particular country, we would be forced to either incur significant additional expenses to market our solutions within that country, including the
development of a new brand and the creation of new promotional materials, or elect not to sell solutions in that country. Either result could substantially harm our business and operating results. The
regulation of domain
names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or
modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize the name OpenTable in all of the countries in which we currently
conduct or intend to conduct business.

Litigation
or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the
future to enforce our intellectual property rights, to protect our patent rights, trade secrets and domain names and to determine the validity and scope of the proprietary rights of others. Our
efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and could substantially harm our operating results.

Assertions by third parties of infringement by us of their intellectual property rights could result in significant costs and substantially harm our business and operating
results.

Other parties have asserted, and may in the future assert, that we have infringed their intellectual property rights. Such litigation
may involve patent holding companies or other adverse patent owners who have no relevant product revenue, and therefore our own issued and pending patents may provide little or no deterrence. For
example, on May 12, 2009, Mount Hamilton Partners, LLC, or Mount Hamilton, filed a patent infringement lawsuit against us in the United States District Court for the Northern District of
California, seeking, among other things, a judgment that we have infringed a certain patent held by Mount Hamilton, an injunctive order against the alleged infringing activities and an award for
damages. If an injunction is granted, it could force us to stop or alter certain of our business activities, such as certain aspects of the OpenTable Dining Rewards program. We could also be required
to pay damages in an unspecified amount. Neither the outcome of the litigation nor the amount and range of potential damages or exposure associated with the litigation can be assessed with certainty.

Furthermore,
we cannot predict whether assertions of third-party intellectual property rights or claims arising from such assertions will substantially harm our business and operating
results. We are currently involved in the defense of the alleged infringement claims of Mount Hamilton. The defense of these claims and any future infringement claims of Mount Hamilton or another
party, whether they are with or without merit or are determined in our favor, may result in costly litigation and diversion of technical and management personnel. Furthermore, an adverse outcome of a
dispute may require us to pay damages, potentially including treble damages and attorneys' fees, if we are found to have willfully infringed a party's patent or copyright rights; cease making,
licensing or using solutions that are alleged to incorporate the intellectual property of others; expend additional development resources to redesign our solutions; and enter into potentially
unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at
all. In any event, we may need to license intellectual property which would require us to pay royalties or make one-time payments.

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We depend in part on licenses of technologies from third parties in order to deliver our solutions, and, as a result, our business is dependent in part on the availability
of such licenses on commercially reasonable terms.

We currently, and will continue to, license certain technologies from third parties. We cannot be certain that these third-party
content licenses will be available to us on commercially reasonable terms or that we will be able to successfully integrate the technology into our solutions. These third-party in-licenses
may expose us to increased risk, including risks associated with the assimilation of new technology sufficient to offset associated acquisition and maintenance costs. The inability to obtain any of
these licenses could result in delays in solution development until equivalent technology can be identified and integrated. Any such delays in services could cause our business, operating results and
financial condition to suffer.

We rely on third parties for many systems and services.

We rely on third-party service providers for certain customer care, fulfillment, processing, systems development, technology and other
services. If these third parties experience difficulty meeting our requirements or standards, it could damage our reputation or make it difficult for us to operate some aspects of our business. In
addition, if such third-party service providers were to cease operations, temporarily or permanently, face financial distress or other business disruption, we could suffer increased costs and delays
in our ability to provide similar services until an equivalent service provider could be found or we could develop replacement technology or operations. In addition, if we are unsuccessful in choosing
high quality partners or we ineffectively manage these partners, it could have an adverse impact on our business and financial performance.

Our business could be negatively affected by changes in search engine algorithms and dynamics, or search engine disintermediation.

A portion of traffic to our websites comes from non-paid search results that appear on search engines such as Google and
Bing. Search engines frequently update and change the logic that determines the placement and display of results of a user's search, such that the algorithmic placement of links to our websites can be
negatively affected. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites, our business and financial performance would be
adversely affected. In addition, to the extent Google, Bing or other leading search or meta-search engines disintermediate restaurant reservation or restaurant content providers by
offering comprehensive restaurant reservation capabilities, or refer those leads to other favored partners, there could be a material adverse impact on our business and financial performance.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technology, including the proprietary software component of
our ERB, Connect, and related processes. In order to protect our proprietary technology and processes, we rely in part on confidentiality agreements with our employees, licensees, independent
contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of
confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties.
Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could
adversely affect our competitive business position.

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Our failure to protect the confidential information of our customers and our network against security breaches could damage our reputation and brand and substantially harm
our business and operating results.

Our security measures or those of our third-party service providers may not detect or prevent security breaches that could harm our
business. For example, some of our
restaurant customers currently require that diners enter their credit card information to hold a reservation. We rely on encryption and authentication technology licensed from third parties to effect
secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in a
compromise or breach of the technology used by us to protect customer transaction data. Any such compromise of our security could damage our reputation and brand, result in a violation of applicable
privacy and other laws, and expose us to a risk of loss or litigation and possible liability which would substantially harm our business and operating results. We may need to expend significant
resources to protect against security breaches or to address problems caused by breaches. In addition, a party that is able to circumvent our security measures or those of our third-party service
providers could misappropriate proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business.

We may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances. If such capital is not available to us, our
business, operating results and financial condition may be harmed.

We may require additional capital to expand our business. However, additional funds may not be available when we need them, on terms
that are acceptable to us, or at all. For example, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and
operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we do not have funds available to
enhance our solutions, maintain the competitiveness of our technology or pursue business opportunities, we may not be able to service our existing customers or acquire new customers. In addition, if
we do not have funds available to make strategic acquisitions, we may not be able to expand our business. The inability to raise additional capital could have an adverse effect on our business,
operating results and financial condition.

If we issue additional shares of common stock to raise capital, it may have a dilutive effect on your investment.

If we raise additional capital through further issuances of equity or convertible debt securities, our existing stockholders could
suffer significant dilution in their percentage ownership of us. Moreover, any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common
stock.

A further tightening of the credit markets may have an adverse effect on our ability to obtain short-term debt financing.

The recent deterioration of the global economy threatens to cause further tightening of the credit markets, more stringent lending
standards and terms and higher volatility in interest rates. Persistence of these conditions could have a material adverse effect on our access to short-term debt and the terms and cost of
that debt. As a result, we may not be able to secure additional financing in a timely manner, or at all, to meet our future capital needs which may have an adverse effect on our business, operating
results and financial condition.

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Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as
computer viruses or terrorism.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications
failures, terrorist attacks, acts of war, human errors, break-ins and similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a
material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our U.S. corporate
offices and the facility we lease to house our computer and telecommunications equipment are located in the San Francisco Bay Area, a region known for seismic activity. In addition, acts of terrorism,
which may be targeted at metropolitan areas which have higher population density than rural areas, could cause disruptions in our or our restaurant customers' businesses or the economy as a whole. Our
servers may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss
of critical data or the unauthorized disclosure of confidential customer data. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the
San Francisco Bay Area, and our business interruption insurance may be insufficient to compensate us for losses that may occur. As we rely heavily on our servers, computer and communications systems
and the Internet to conduct our business and provide high quality customer service, such disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt
our restaurant customers' businesses, which could have an adverse affect on our business, operating results and financial condition.

Any condition that causes people to refrain, or prevents people, from dining at restaurants, such as severe weather, outbreaks of pandemic or contagious diseases, or threats
of terrorist attacks may adversely affect our business, operating results and financial condition.

Our business and operations could be materially and adversely affected by severe weather or outbreaks of pandemic or contagious
diseases or other conditions that cause people to refrain, or prevent people, from dining at restaurants. For example, many of our restaurant customers are located in major metropolitan areas such as
New York City and San Francisco. Severe weather conditions or natural disasters in those areas, such as blizzards, earthquakes or hurricanes, may prevent people from dining at restaurants and
adversely affect our business.

In
addition, outbreaks of pandemic or contagious diseases may cause people to refrain from dining at restaurants. For example, from April 2009, there have been outbreaks of swine flu,
caused by the H1N1 virus, in many regions of the world, including the United States and other countries in which we operate, which has affected the businesses of certain of our restaurant customers.
While it did not have a material effect on our business, in April 2009, all of the restaurants in Mexico City, including our restaurant customers there, were closed for a period of approximately two
weeks due to the H1N1 (swine) flu.

Furthermore,
we cannot predict the effects that actual or threatened armed conflicts, terrorist attacks, efforts to combat terrorism or heightened security requirements could have on our
operations, the economy or consumer confidence generally. Any of these events could affect consumer spending patterns in general or dining patterns in particular, or affect our restaurant customers
due to security measures.

A
prolonged recurrence of the above factors or in other business and economic conditions affecting our restaurant customers could result in a significant decline in demand for restaurant
dining and materially and adversely affect our financial condition and results of operations by reducing traffic in some or all of the restaurants that use our solutions, reducing the number of
reservations made through our websites or the websites of our partners or restaurant customers, causing our restaurant

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customers
to go out of business, or causing our restaurant customers to terminate their subscriptions to our solutions or default on their payment obligations to us.

Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.

As a multinational corporation, we are subject to income taxes in the United States and various foreign jurisdictions. Significant
judgment is required in determining our global provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are intercompany transactions and calculations
where the ultimate tax determination is uncertain. Our income tax returns are routinely subject to audits by tax authorities. Although we regularly assess the likelihood of adverse outcomes resulting
from these examinations to determine our tax estimates, a final determination of tax audits or tax disputes could have an adverse effect on our results of operations and financial condition.

We
are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes in the United States and various foreign
jurisdictions. We are routinely under audit by tax authorities with respect to these non-income taxes and may have exposure to additional non-income tax liabilities which could
have an adverse effect on our results of operations and financial condition.

In
addition, our future effective tax rates could be favorably or unfavorably affected by changes in tax rates, changes in the valuation of our deferred tax assets or liabilities,
changes in our legal structure or changes in tax laws or their interpretation. Such changes could have a material adverse impact on our financial results.

As a public company, we incur significant increased costs which may adversely affect our operating results and financial condition.

As a public company, we incur significant accounting, legal and other expenses that we did not incur as a private company, including
costs associated with our public company reporting requirements. We have also incurred, and anticipate that we will continue to incur, costs associated with corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules implemented by the SEC and The Nasdaq Stock
Market. Furthermore, these laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may
be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult
for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

New
laws and regulations as well as changes to existing laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, the
Dodd-Frank Wall Street
Reform and Consumer Protection Act and rules adopted by the SEC and by The Nasdaq Stock Market, would likely result in increased costs to us as we respond to their requirements. We are investing
resources to comply with evolving laws and regulations, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from
revenue-generating activities to compliance activities.

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Risks Related to Our Industry

Seasonality may cause fluctuations in our financial results.

We generally experience some effects of seasonality due to increases in restaurant dining tied to certain holidays and restaurant
industry promotions. As a result, we typically experience higher sequential growth in diners seated during the first and fourth quarters, as compared with the second and third quarters. Although
historically our revenue has increased in each quarter as we have added restaurant customers and diners, in the future this seasonality may cause fluctuations in our financial results. In addition,
other seasonality trends may develop and the existing seasonality and consumer behavior that we experience may change.

If use of the Internet, particularly with respect to online restaurant reservations, does not continue to increase as rapidly as we anticipate, our business will be harmed.

Our future net profits are substantially dependent upon the continued use of the Internet as an effective medium of business and
communication by our target customers. Internet use may not continue to develop at historical rates, and consumers may not continue to use the Internet and other online services as a medium for
commerce. In addition, the Internet may not be accepted as a viable long-term marketplace or resource for a number of reasons, including:



Our
success will depend, in large part, upon third parties maintaining the Internet infrastructure to provide a reliable network backbone with the speed, data capacity, security and
hardware necessary for reliable Internet access and services. Our business, which relies on a contextually rich website that requires the transmission of substantial data, is also significantly
dependent upon the availability and adoption of broadband Internet access and other high-speed Internet connectivity technologies.

Government regulation of the Internet is evolving, and unfavorable changes could substantially harm our business and operating results.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet. Existing
and future laws and regulations may impede the growth of the Internet or other online services. These regulations and laws may cover taxation, tariffs, user privacy, data protection, pricing, content,
copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how
existing laws governing issues such as
property ownership, sales and other taxes, libel and personal privacy apply to the Internet. Unfavorable resolution of these issues may substantially harm our business and operating results.

Risks Related to Owning Our Common Stock

Our stock price may be volatile, and the value of an investment in our common stock may decline.

An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common
stock. The price of our common stock has been, and is likely to continue to be, volatile, which means that it could decline substantially within a short period of time. For example, since shares of
our common stock were sold in our initial public offering in May 2009 at a price of $20.00 per share, our closing stock price has ranged from $24.66 to $94.95. The trading price

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of
our common stock may be subject to wide fluctuations in response to various factors, some of which are beyond our control, including:



In
addition, the stock market in general, and the market for Internet-related companies in particular, has experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the
overall market and in the market price of a company's securities. This litigation, if instituted against us, could result in very substantial costs, divert our management's attention and resources and
harm our business, operating results and financial condition.

Our directors, executive officers and principal stockholders have substantial control over us and could delay or prevent a change in corporate control.

As of December 31, 2010, our directors and executive officers, together with their affiliates, beneficially owned approximately
17.26% of our outstanding common stock. Of this
17.26%, approximately 8.18% was beneficially owned by Benchmark Capital Partners IV, L.P. and J. William Gurley, an individual partner of Benchmark Capital Partners IV, L.P. who serves
on our board of directors. In addition, as of December 31, 2010, approximately 14.62% of our outstanding common stock was held by other holders of more than 5% of our common stock and their
affiliates.

These
stockholders, acting together, have the ability to control, or have significant influence over, the outcome of matters submitted to our stockholders for approval, including the
election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, have the ability to control, or have
significant influence over, the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:



If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about
us or our business. If one or more of the analysts who

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cover
us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or
fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

Our management will continue to have broad discretion over the use of the proceeds we received in our initial public offering and might not apply the proceeds in ways that
increase the value of your investment.

Our management will continue to have broad discretion to use the net proceeds we received in our initial public offering. Our
management might not apply the net proceeds from the initial public offering in ways that increase the value of our common stock. To date we have not utilized any of our proceeds from the initial
public offering. We expect to use the net proceeds to us from the initial public offering for working capital and other general corporate purposes, including the funding of our marketing activities
and the costs of operating as a public company, as well as further investment in the development of our proprietary technologies. We may also use a portion of the net proceeds for the acquisition of
businesses, solutions and technologies that we believe are complementary to our own. We have not allocated the net proceeds from our initial public offering for any specific purposes. Until we use the
net proceeds to us from the initial public offering, we plan to invest them, and these investments may not yield a favorable rate of return. If we do not invest or apply the net proceeds from the
initial offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes in control
or changes in our management without the consent of our board of directors. These provisions include:



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We
are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation may not, in general, engage in a business combination with any
holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Our principal executive offices are located in San Francisco, California, in a 34,236 square-foot facility, under a lease
expiring on April 30, 2013. We also have regional offices in Chicago, Illinois; New York, New York; Frankfurt, Germany; London, England; Mexico City, Mexico; and Tokyo, Japan.

ITEM 3.    LEGAL PROCEEDINGS

On May 12, 2009, a patent infringement lawsuit was filed against us by Mount Hamilton Partners, LLC ("Mount Hamilton") in
the United States District Court for the Northern District of California, seeking, among other things, a judgment that we have infringed a certain patent held by Mount Hamilton, an injunctive order
against the alleged infringing activities and an award for damages. If an injunction is granted, it could force us to stop or alter certain of our business activities, such as certain aspects of the
OpenTable Dining Rewards Program. We have denied Mount Hamilton's allegations and asserted counterclaims seeking judicial declarations that the Mount Hamilton patent is not infringed, is unenforceable
and is invalid. On October 6, 2009, we filed a petition for re-examination with the U.S. Patent and Trademark Office ("PTO"), asking the PTO to re-examine the patent in
question and requesting that the claims of the Mount Hamilton patent be rejected. In addition, on October 21, 2009, we filed a motion in the district court asking the court to stay the current
litigation pending the outcome of the requested re-examination proceeding. On December 7, 2009, the PTO granted our petition for re-examination, and in its first
non-final office action, rejected all of the claims of the patent at issue. In addition, the district court has stayed all proceedings pending re-examination of the patent,
which is currently ongoing. We are not currently able to estimate the outcome or potential loss, if any, that may result from this claim.

We
are also subject to various other legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management
believes that the final disposition of such matters will not have a material adverse effect on our business, financial position, results of operations or cash flows.

ITEM 4.    REMOVED AND RESERVED

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been quoted on the Nasdaq Global Market under the symbol "OPEN" since our initial public offering on
May 21, 2009. Prior to this time, there was no public market for our common stock. The following table shows the high and low sale prices per share of our common stock as reported on the Nasdaq
Global Market for the periods indicated:

2010

2009High

Low

High

LowFirst Quarter

$
38.29

$
24.70

$


$
Second Quarter

$
45.51

$
36.23

$
35.50

$
24.50Third Quarter

$
68.85

$
40.84

$
32.94

$
25.84Fourth Quarter

$
73.72

$
56.91

$
28.06

$
24.66


On
March 8, 2011, the closing price as reported on The NASDAQ Global Market of our common stock was $87.25 per share. As of February 28, 2011, we had approximately 148
holders of record of our common stock.

We
have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock. Any future determination as to the declaration and payment of
dividends, if any, will be
at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business
prospects and other factors our board of directors may deem relevant.

Our
equity plan information required by this item is incorporated by reference to the information in Part III, Item 12 of this Form 10-K.

Performance Graph

This performance graph shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be
incorporated by reference into any filing of OpenTable, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.

The
following graph shows a comparison from May 21, 2009 (the date our common stock commenced trading on The Nasdaq Global Market) through December 31, 2010 of cumulative
total return for our common stock, the Nasdaq Composite Index and the Nasdaq-100 Technology Sector Index. Such returns are based on historical results and are not intended to suggest
future performance. Data for the Nasdaq Composite Index and the Nasdaq-100 Technology Sector Index assume reinvestment of dividends.

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COMPARISON OF TWENTY MONTH CUMULATIVE TOTAL RETURN*  Among OpenTable, Inc, the NASDAQ Composite Index  And the NASDAQ-100 Technology Sector Index

GRAPHIC

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Recent Sales of Unregistered Securities

There were no unregistered sales of our equity securities during the twelve months ended December 31, 2010.

Use of Proceeds

On May 21, 2009, our registration statement on Form S-1 (File No. 333-157034) was declared
effective for our initial public offering, pursuant to which we registered the offering and sale of 1,572,684 shares of common stock by us and the associated sale of 1,427,316 shares of common stock
by selling stockholders and the additional sale pursuant to the underwriters' over-allotment option for an additional 450,000 shares of common stock by us, at a public offering price of
$20.00 per share. On May 27, 2009, we sold 2,022,684 shares of common stock, including 450,000 shares pursuant to the underwriters' over-allotment option, for an aggregate offering
price of $40,453,680, and the selling stockholders sold 1,427,316 shares
of common stock for an aggregate offering price of $28,546,320 and the offering terminated. The managing underwriter was Merrill Lynch & Co.

As
a result of the offering, we received net proceeds of approximately $34.6 million, after deducting underwriting discounts and commissions reasonably estimated at
$2.8 million and additional offering-related expenses reasonably estimated at $3.0 million, for total expenses reasonably estimated at $5.8 million. None of such payments were
direct or indirect payments to any of our directors or officers or their associates or to persons owning 10 percent or more of our common stock or direct or indirect payments to others.

The
net offering proceeds have been invested into short-term investment-grade securities and money market accounts.

There
has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b).

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ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial statements, related notes and other financial information included elsewhere in this document. The consolidated statements
of operations data for the years ended December 31, 2010, 2009 and 2008 and the consolidated balance sheets data as of December 31, 2010 and 2009 are derived from our audited
consolidated financial statements included elsewhere in this report. The consolidated statements of operations data for the years ended December 31, 2007 and 2006 and the consolidated balance
sheets data as of December 31, 2008, 2007 and 2006 are derived from our audited consolidated financial statements not included in this report. Historical results are not necessarily indicative
of the results to be expected in the future.

Years Ended December 31,2010

2009

2008

2007

2006(In thousands, except per share amounts)REVENUES

$
98,991

$
68,596

$
55,844

$
41,148

$
27,168COSTS AND EXPENSES:Operations and support(1)


27,803


20,736


17,760


12,603


9,548Sales and marketing(1)


21,673


15,525


14,830


11,326


7,675Technology(1)


12,345


10,043


9,511


5,863


4,024General and administrative(1)


19,252


13,608


13,117


12,212


5,972Total costs and expenses


81,073


59,912


55,218


42,004


27,219Income (loss) from operations


17,918


8,684


626


(856
)

(51
)Other income, net


241


346


468


951


421Income before taxes


18,159


9,030


1,094


95


370Income tax expense (benefit)


4,080


3,963


2,118


(9,121
)

176NET INCOME (LOSS)

$
14,079

$
5,067

$
(1,024
)
$
9,216

$
194Net income (loss) per share:Basic

$
0.62

$
0.28

$
(0.10
)
$
0.36

$
0.00Diluted

$
0.58

$
0.22

$
(0.10
)
$
0.31

$
0.00Weighted average shares outstanding:Basic


22,602


17,352


10,016


9,522


9,132Diluted


23,979


22,467


10,016


10,943


9,132


(1)Stock-based
compensation included in above line items:


Operations and support

$
943

$
320

$
339

$
290

$
58Sales and marketing


1,872


764


878


709


67Technology


1,547


516


694


288


64General and administrative


3,689


1,218


2,059


1,816


520$
8,051

$
2,818

$
3,970

$
3,103

$
709




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Years Ended December 31,2010

2009

2008

2007

2006(In thousands, except per share amounts)Other Operational Data:Installed restaurants (at period end):North America


13,795


10,850


9,295


7,391


5,583International


6,254


1,501


1,040


470


204Total


20,049


12,351


10,335


7,861


5,787Seated diners (in thousands):North America


62,430


41,909


33,636


24,614


15,171International


2,925


957


542


244


84Total


65,355


42,866


34,178


24,858


15,255Headcount (at period end):North America


344


256


238


192


152International


149


63


59


34


16Total


493


319


297


226


168Additional Financial Data:Revenues:North America

$
90,108

$
64,751

$
53,065

$
39,601

$
26,654International


8,883


3,845


2,779


1,547


514Total

$
98,991

$
68,596

$
55,844

$
41,148

$
27,168Income (loss) from operations:North America

$
26,039

$
14,591

$
9,088

$
4,974

$
3,106International


(8,121
)

(5,907
)

(8,462
)

(5,830
)

(3,157
)Total

$
17,918

$
8,684

$
626

$
(856
)
$
(51
)Depreciation and amortization:North America

$
6,036

$
4,752

$
4,026

$
2,817

$
2,029International


1,532


476


350


184


89Total

$
7,568

$
5,228

$
4,376

$
3,001

$
2,118Stock-based compensation:North America

$
7,117

$
2,610

$
3,563

$
2,762

$
443International


934


208


407


341


266Total

$
8,051

$
2,818

$
3,970

$
3,103

$
709




December 31,2010

2009

2008

2007

2006(In thousands)Consolidated Balance Sheets Data:Cash and cash equivalents

$
33,444

$
19,807

$
5,528

$
21,661

$
10,264Short-term investments


9,080


50,221


17,259





Property, equipment and software, net


14,612


11,516


11,125


8,378


6,019Working capital


37,679


61,788


14,745


9,759


5,655Total assets


149,896


100,331


50,883


45,814


21,124Dining rewards payable


15,398


11,611


8,462


5,836


3,499Preferred stock








21,909


21,909


21,909Total stockholders' equity


102,145


73,405


26,684


22,485


8,907


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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction
with the financial statements and the notes thereto included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere
in this report, particularly in "Risk Factors."

Overview

We provide solutions that form an online network connecting reservation-taking restaurants and people who dine at those restaurants.
Our solutions for restaurants include our proprietary Electronic Reservation Book, or ERB, and OpenTable Connect, or Connect. Our solutions for diners include www.opentable.com, our popular restaurant
reservation website, as well as a variety of mobile applications. The OpenTable network includes approximately 20,000 OpenTable restaurant customers spanning all 50 states as well as select markets
outside of the United States. Since our inception in 1998, we have seated approximately 200 million diners through OpenTable reservations, and during the three months ended December 31,
2010, we seated an average of approximately 6.5 million diners per month, including diners seated by toptable, which we acquired in October 2010. Restaurants that use our ERB pay us a
one-time installation fee for onsite installation and training, a monthly subscription fee for the use of our software and hardware and a fee for each restaurant guest seated through
online reservations. Restaurants that use Connect pay us a fee for each restaurant guest seated through online reservations. Our online restaurant reservation service is free to diners. For the twelve
months ended December 31, 2010 and 2009, our net revenues were $99.0 million and $68.6 million, respectively. For the twelve months ended December 31, 2010 and 2009, our
subscription revenues accounted for 44% and 52% of our total revenues, respectively, our reservation revenues accounted for 48% and 43% of our total revenues, respectively, and our installation and
other revenues accounted for 8% and 5% of our total revenues, respectively.

In
2004, we began to selectively expand outside of North America into countries that are characterized by large numbers of online consumer transactions and reservation-taking
restaurants. To date, we have concentrated our international efforts in Germany, Japan and the United Kingdom. Our revenues outside of North America for the twelve months ended December 31,
2010 and 2009, were $8.9 million and $3.8 million, respectively, or 9% and 6% of our total revenues, respectively. On October 1, 2010, we acquired toptable, a leading restaurant
reservation site in the United Kingdom, which contributed $3.0 million to revenues from the date of acquisition through December 31, 2010. We intend to continue to incur substantial
expenses in advance of recognizing material related revenues as we attempt to further penetrate our existing international markets and selectively enter new markets. Some international markets may
fail to meet our expectations, and we may decide to realign our focus, as we did when we closed our offices in Spain and France in the fourth quarter of 2008.

Basis of Presentation

General

We report consolidated operations in U.S. dollars and operate in two geographic segments: North America and International. The North
America segment is comprised of all of our operations in the United States, Canada and Mexico, and the International segment is comprised of all non-North America operations, which
includes operations in Europe and Asia.

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Revenues

We generate substantially all of our revenues from our restaurant customers; we do not charge any reservation fees to diners. Our
revenues include installation fees for our ERB (including training), monthly subscription fees and a fee for each restaurant guest seated through online reservations. Installation fees are recognized
on a straight-line basis over an estimated customer life of approximately three to six years. Subscription revenues are recognized on a straight-line basis during the
contractual period over which the service is delivered to our restaurant customers. Revenues from online reservations are recognized on a transaction basis as the diners are seated by the restaurant.
Revenues are shown net of redeemable Dining Points issued to diners as described in "Critical Accounting Policies and EstimatesDining Rewards Loyalty Program" below.

Costs and Expenses

Operations and support.Our operations and support expenses consist primarily of payroll and related costs, including bonuses and
stock-based
compensation, for those employees associated with installation, support and maintenance for our restaurant customers, as well as costs related to our outsourced call
center. Operations and support expenses also include restaurant equipment costs, such as depreciation of restaurant-related hardware, shipping costs related to restaurant equipment, restaurant
equipment costs that do not meet the capitalization threshold, referral payments and website connectivity costs. Operations and support expenses also include amortization of capitalized website and
development costs (see "Critical Accounting Policies and EstimatesWebsite and Software Development Costs" below). Also included in operations and support expenses are travel and related
expenses incurred by the employees providing installation and support services for our restaurant customers, plus allocated facilities costs.

Sales and marketing.Our sales and marketing expenses consist primarily of salaries, benefits and incentive compensation for sales and
marketing
employees, including stock-based compensation. Also included are expenses for trade shows, public relations and other promotional and marketing activities, travel and entertainment expenses and
allocated facilities costs.

Technology.Our technology expenses consist primarily of salaries and benefits, including bonuses and stock-based compensation, for
employees and
contractors engaged in the development and ongoing maintenance of our website, infrastructure and software, as well as allocated facilities costs.

General and administrative.Our general and administrative costs consist primarily of salaries and benefits, including stock-based
compensation, for
general and administrative employees and contractors involved in executive, finance, accounting, risk management, human resources and legal roles. In addition, general and administrative costs include
consulting, legal, accounting and other professional fees. Bad debt, third-party payment processor, credit card, bank processing fees and allocated facilities costs are also included in general and
administrative expenses.

Headcount
consists of full-time equivalent employees, including full-time equivalent temporary employees, in all of the sections noted below.

Other Income, Net

Other income, net consists primarily of the interest income earned on our cash accounts. Foreign exchange gains and losses are also
included in other income, net.

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Income Taxes

We are subject to tax in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings from
our non-U.S. activities are subject to local country income tax and may be subject to current U.S. income tax.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The
preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related
disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the
circumstances. Our actual results could differ from these estimates.

We
believe that the assumptions and estimates associated with revenue recognition, the points-based loyalty program, website and software development costs, income taxes and stock-based
compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on
all of our significant accounting policies, please see Note 2 of the accompanying notes to our consolidated financial statements.

Revenue Recognition

Our revenues include installation fees for our ERB (including training), monthly subscription fees and a fee for each restaurant guest
seated through online reservations. We provide our application as a service, and follow the provisions of Topic 605Revenue
Recognition. We recognize revenue when all of the following conditions are met: there is persuasive evidence of an arrangement; the service has been provided to the customer; the collection of the
fees is reasonably assured; and the amount of fees to be paid by the customer is fixed or determinable. Amounts paid by the customer include the right to use our hardware during the service period.
Proportionate revenue related to the right to use our hardware accounts for less than 10% of revenues for the periods presented.

Revenues
from the installation of our ERB are recognized on a straight-line basis over the estimated customer life, commencing with customer acceptance. The estimated
customer life is approximately three to six years, based on historical restaurant customer termination activity. Estimates made by us may differ from actual customer lives. These differences may
materially affect installation and other revenue by increasing or decreasing revenue, depending on whether the estimated customer life decreases or increases. A change in the estimated customer life
by one year in either direction would have a minimal impact to total revenue of less than 1%. Subscription revenues are recognized on a straight-line basis during the contractual period
over which the service is delivered. Reservation revenues (or per seated diner fees) are recognized on a transaction-by-transaction basis as diners are seated by our restaurant
customers. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Revenues are
shown net of redeemable Dining Points issued to diners (as described below).

During
the third quarter of 2010, we began selling third-party restaurant coupons through our website. We earn a commission for acting as an agent in these transactions which is recorded
on a net basis and is included in revenue upon completion of the third-party coupon sale. The liability for redemption and potential income for breakage remain with the third-party restaurants;
therefore, we do not record redemption or breakage of the coupons. We apply a sales allowance for potential coupon refunds.

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Revenue
is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

Dining Rewards Loyalty Program

We provide a points-based loyalty program, OpenTable Dining Rewards, to registered diners who book and honor reservations through the
OpenTable website. OpenTable Dining Rewards involves the issuance of "Dining Points," which can be accumulated and redeemed for
"Dining Checks." The standard award is 100 points per reservation, but diners can earn 1,000 points for reservations during featured times under the OpenTable Dining Rewards program. When a diner
accumulates a minimum of 2,000 points, he or she may redeem them for a $20 Dining Check. Every 100 Dining Points is equal to one dollar. Diners may present Dining Checks at any OpenTable restaurant
and their bill is reduced by the check amount. The restaurant then deposits the Dining Check to its bank.

If
a diner does not make a seated reservation within any 12-month period, then his or her account is considered inactive and the Dining Points balance is reset to zero. As is
typical with points-based incentive programs, many Dining Points expire unused. In addition, some Dining Checks are never used. The recorded expense is an estimate of the eventual cash outlay related
to the issued Dining Points and is booked at the time the points are earned by the diner (i.e., when the diner is "seated" by the restaurant). We estimate the cost of the issued Dining Points
by analyzing historical patterns of redemption and check-cashing activity. These historical patterns are evaluated in light of any current or proposed program changes that may impact future point
redemption. Actual redemption rates could differ from our estimates used in assessing the contra-revenue amounts and corresponding liability, particularly if participation in our premium listings
programs, with higher point awards, increases. These differences could materially affect reservation revenues. For example, an increase of 10% in the redemption rate as of December 31, 2010
would result in a reduction in revenues of $3.2 million and an increase in the dining rewards payable liability of 21%.

We
recognize the cost and a corresponding liability associated with Dining Points as contra-revenue in accordance with Topic 605-50Revenue Recognition-Customer
Payments and Incentives.

Website and Software Development Costs

Costs related to website and internal-use software are accounted for in accordance with Topic
350-50Intangibles-Goodwill and Other ("Topic 350-50"). Such software is primarily related to our websites, including support systems. In accordance with
Topic 350-50, we capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it
is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related
asset, generally estimated between two to three years. Costs incurred prior to meeting these criteria are expensed as incurred. Costs incurred for enhancements that are expected to result in
additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements.

We
follow the guidance in Topic 985Software in accounting for costs incurred in connection with development of the software contained in the ERB used by all restaurant
customers, and in a limited number of certain transactions we sell reservation systems that do not include our
ongoing service. All costs incurred to establish the technological feasibility of a computer product to be sold, leased or otherwise marketed are expensed as incurred. Costs incurred subsequent to
establishing technological feasibility and through general product release are capitalized and amortized over the estimated product life. The period between technological feasibility and general
product release is generally short, and the costs incurred during this stage are not considered to be material and are expensed as incurred.

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Table of Contents

Income Taxes

We record income taxes using the asset and liability method of accounting for income taxes in accordance with Topic
740Income Taxes ("Topic 740"). Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year and for deferred tax
liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. We account for any income tax contingencies in
accordance with Topic 740. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of any future changes in tax laws or
rates have not been considered.

For
the preparation of our consolidated financial statements included herein, we estimate our income taxes and tax contingencies in each of the tax jurisdictions in which we operate
prior to the completion and filing of our tax returns. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing treatment of
items, such as deferred revenue, for tax and accounting purposes. These differences result in net deferred tax assets and liabilities. We must then assess the likelihood that the deferred tax assets
will be realizable, and to the extent we believe that realizability is not likely, we must establish a valuation allowance. In assessing the need for any additional valuation allowance, we consider
all the evidence available to us, both positive and negative, including historical levels of income, legislative developments, expectations and risks associated with estimates of future taxable
income, and ongoing prudent and feasible tax planning strategies.

As
a result of this analysis, for the year ended December 31, 2010 and consistent with prior years, it was determined that certain foreign tax credit carryforwards and foreign
branch net operating losses did not meet the "more likely than not" realizability threshold which increased our valuation allowance to $2.4 million.

Stock-based Compensation

We measure stock based awards at fair value and recognize compensation expense for all share-based payment awards made to our employees
and directors, including employee stock options and restricted stock units in accordance with Topic 718Stock Compensation.

We
estimate the fair value of stock options granted using the Black-Scholes valuation model. This model requires us to make estimates and assumptions including, among other things,
estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be
forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in
these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in our consolidated statements of
operations.

The
cost of restricted stock units is determined using the fair value of our common stock on the date of grant. Stock-based compensation expense is recognized on a
straight-line basis over the vesting period.

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Table of Contents

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those
periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

Years Ended December 31,2010

2009

2008(In thousands,
except per share amounts)REVENUES

$
98,991

$
68,596

$
55,844COSTS AND EXPENSES:Operations and support(1)


27,803


20,736


17,760Sales and marketing(1)


21,673


15,525


14,830Technology(1)


12,345


10,043


9,511General and administrative(1)


19,252


13,608


13,117Total costs and expenses


81,073


59,912


55,218Income from operations


17,918


8,684


626Other income, net


241


346


468Income before taxes


18,159


9,030


1,094Income tax expense


4,080


3,963


2,118NET INCOME (LOSS)

$
14,079

$
5,067

$
(1,024
)Net income (loss) per share:Basic

$
0.62

$
0.28

$
(0.10
)Diluted

$
0.58

$
0.22

$
(0.10
)Weighted average shares outstanding:Basic


22,602


17,352


10,016Diluted


23,979


22,467


10,016


(1)Stock-based
compensation included in above line items:


Operations and support

$
943

$
320

$
339Sales and marketing


1,872


764


878Technology


1,547


516


694General and administrative


3,689


1,218


2,059$
8,051

$
2,818

$
3,970




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Table of Contents

Years Ended December 31,2010

2009

2008(In thousands,
except per share amounts)Other Operational Data:Installed restaurants (at period end):North America


13,795


10,850


9,295International


6,254


1,501


1,040Total


20,049


12,351


10,335Seated diners (in thousands):North America


62,430


41,909


33,636International


2,925


957


542Total


65,355


42,866


34,178Headcount (at period end):North America


344


256


238International


149


63


59Total


493


319


297Additional Financial Data:Revenues:North America

$
90,108

$
64,751

$
53,065International


8,883


3,845


2,779Total

$
98,991

$
68,596

$
55,844Income (loss) from operations:North America

$
26,039

$
14,591

$
9,088International


(8,121
)

(5,907
)

(8,462
)Total

$
17,918

$
8,684

$
626Depreciation and amortization:North America

$
6,036

$
4,752

$
4,026International


1,532


476


350Total

$
7,568

$
5,228

$
4,376Stock-based compensation:North America

$
7,117

$
2,610

$
3,563International


934


208


407Total

$
8,051

$
2,818

$
3,970


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Table of Contents



Years Ended December 31,2010

2009

2008REVENUES


100
%

100
%

100
%COSTS AND EXPENSES:Operations and support


28
%

30
%

32
%Sales and marketing


22
%

23
%

27
%Technology


13
%

15
%

17
%General and administrative


19
%

20
%

23
%Total costs and expenses


82
%

88
%

99
%Income from operations


18
%

12
%

1
%Other income, net


0
%

1
%

1
%Income before taxes


18
%

13
%

2
%Income tax expense


4
%

6
%

4
%NET INCOME (LOSS)


14
%

7
%

(2
)%


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Table of Contents

Years ended December 31, 2010, 2009 and 2008

Revenues

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)Installed restaurants (at period end):North America


13,795


10,850


9,295


27
%

17
%International


6,254


1,501


1,040


317
%

44
%Total


20,049


12,351


10,335


62
%

20
%Seated diners (in thousands):North America


62,430


41,909


33,636


49
%

25
%International


2,925


957


542


206
%

77
%Total


65,355


42,866


34,178


52
%

25
%Revenues by type:Subscription

$
43,125

$
35,854

$
30,293


20
%

18
%Reservation


47,520


29,437


23,135


61
%

27
%Installation and other


8,346


3,305


2,416


153
%

37
%Total

$
98,991

$
68,596

$
55,844


44
%

23
%Percentage of revenues by type:Subscription


44
%

52
%

54
%Reservation


48
%

43
%

41
%Installation and other


8
%

5
%

5
%Total


100
%

100
%

100
%Revenues by location:North America

$
90,108

$
64,751

$
53,065


39
%

22
%International


8,883


3,845


2,779


131
%

38
%Total

$
98,991

$
68,596

$
55,844


44
%

23
%Percentage of revenues by location:North America


91
%

94
%

95
%International


9
%

6
%

5
%Total


100
%

100
%

100
%


2010 compared to 2009.Total revenues increased $30.4 million, or 44%, from the year ended December 31, 2009 to the year
ended
December 31, 2010. Subscription revenues increased to $43.1 million in the year ended December 31, 2010 from $35.9 million in the year ended December 31, 2009, an
increase of $7.2 million, or 20%. Subscription revenues increased due to the increase in installed ERB restaurants. Reservation revenues increased to $47.5 million in the year ended
December 31, 2010 from $29.4 million in the year ended December 31, 2009, an increase of $18.1 million, or 61%. Reservation revenues increased as a result of an increase in
seated diners, plus the addition of $2.3 million of reservation revenues resulting from the acquisition of toptable in the fourth quarter of 2010. Installation and other revenues increased to
$8.3 million in the year ended December 31, 2010 from $3.3 million in the year ended December 31, 2009, an increase of $5.0 million, or 153%. Installation and other
revenues increased primarily as a result of an increase in revenue from other product offerings, including advertising sales, web service licensing, featured private dining listings

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and
third-party restaurant coupon sales, plus the addition of $0.7 million of other revenues resulting from the acquisition of toptable in the fourth quarter of 2010.

2009 compared to 2008.Total revenues increased $12.8 million, or 23%, from the year ended December 31, 2008 to the year
ended
December 31, 2009. Subscription revenues increased to $35.9 million in the year ended December 31, 2009 from $30.3 million in the year ended December 31, 2008, an
increase of $5.6 million, or 18%. Subscription revenues increased due to the increase in installed restaurants. Reservation revenues increased to $29.4 million in the year ended
December 31, 2009 from $23.1 million in the year ended December 31, 2008, an increase of $6.3 million, or 27%. Reservation revenues increased as a result of an increase in
seated diners.

Costs and Expenses

Operations and Support

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)Operations and support

$
27,803

$
20,736

$
17,760


34
%

17
%Headcount (at period end):North America


112


76


78


47
%

(3
)%International


54


25


28


116
%

(11
)%Total


166


101


106


64
%

(5
)%


2010 compared to 2009.Operations and support expenses for the year ended December 31, 2010 were $27.8 million compared to
$20.7 million for the year ended December 31, 2009, an increase of $7.1 million, or 34%. The increase in operations and support expenses was primarily attributable to a
$3.4 million increase in headcount-related expenses, including stock-based compensation expense and a $0.5 million increase in cost at our outsourced customer support center. Also
contributing to the increase was a $1.1 million increase in amortization of intangible assets, a $0.7 million increase in depreciation of capitalized website and software development
costs, plus an increase in restaurant equipment costs, including depreciation on restaurant hardware, and equipment and shipping costs in connection with the increase in the installed base.

2009 compared to 2008.Operations and support expenses for the year ended December 31, 2009 were $20.7 million compared to
$17.8 million for the year ended December 31, 2008, an increase of $2.9 million, or 17%. The increase in operations and support expenses was primarily attributable to a
$1.1 million increase in headcount-related expenses, including a $0.3 million increase in cost at our outsourced customer support center, plus a $1.5 million increase in
restaurant equipment costs, including depreciation on restaurant hardware, and equipment and shipping costs in connection with the increase in the installed base of restaurants.

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Sales and Marketing

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)Sales and marketing

$
21,673

$
15,525

$
14,830


40
%

5
%Headcount (at period end):North America


98


62


50


58
%

24
%International


62


30


24


107
%

25
%Total


160


92


74


74
%

24
%


2010 compared to 2009.Sales and marketing expenses for the year ended December 31, 2010 were $21.7 million compared to
$15.5 million for the year ended December 31, 2009, an increase of $6.2 million, or 40%. The increase in sales and marketing expenses was primarily attributable to a
$4.6 million increase in headcount-related costs, including stock-based compensation expense, plus the addition of $0.5 million of pay per click marketing expenses incurred by toptable
during the fourth quarter of 2010.

2009 compared to 2008.Sales and marketing expenses for the year ended December 31, 2009 were $15.5 million compared to
$14.8 million for the year ended December 31, 2008, an increase of $0.7 million, or 5%. The increase in sales and marketing expenses was primarily attributable to a
$0.8 million increase in headcount-related costs, consistent with the increase in headcount.

Technology

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)Technology

$
12,345

$
10,043

$
9,511


23
%

6
%Headcount (at period end):North America


85


73


67


16
%

9
%International


11


0


0Total


96


73


67


32
%

9
%


2010 compared to 2009.Technology expenses for the year ended December 31, 2010 were $12.3 million compared to
$10.0 million for
the year ended December 31, 2009, an increase of $2.3 million, or 23%. The increase in technology expenses was primarily attributable to a $2.3 million increase in
headcount-related costs, including stock-based compensation expense.

2009 compared to 2008.Technology expenses for the year ended December 31, 2009 were $10.0 million compared to
$9.5 million for
the year ended December 31, 2008, an increase of $0.5 million, or 6%. The increase in technology expenses was primarily attributable to a $0.2 million increase in
headcount-related costs, consistent with increases in headcount.

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General and Administrative

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)General and administrative

$
19,252

$
13,608

$
13,117


41
%

4
%Headcount (at period end):North America


49


45


43


9
%

5
%International


22


8


7


175
%

14
%Total


71


53


50


34
%

6
%


2010 compared to 2009.General and administrative expenses for the year ended December 31, 2010 were $19.3 million compared
to
$13.6 million for the year ended December 31, 2009, an increase of $5.7 million, or 41%. The increase in general and administrative expenses was primarily attributable to a
$3.6 million increase in headcount-related costs, including stock-based compensation expense. Also contributing to the increase was an increase of $1.2 million in professional services,
primarily reflecting acquisition related expenses incurred during the year ended December 31, 2010.

2009 compared to 2008.General and administrative expenses for the year ended December 31, 2009 were $13.6 million compared
to
$13.1 million for the year ended December 31, 2008, an increase of $0.5 million, or 4%. The increase in general and administrative expenses was primarily the result of an increase
of $0.5 million in legal costs, primarily in connection with patent litigation, and a $0.5 million increase in bad debt expense. These amounts were partially offset by a decrease in
headcount-related costs of $0.3 million which was the result of increase salary costs offset by lower stock-based compensation expense.

Other Income, Net

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)Other income, net

$
241

$
346

$
468


(30
)%

(26
)%


2010 compared to 2009.Other income, net for the year ended December 31, 2010 was $0.2 million compared to $0.3 million
for the
year ended December 31, 2009, a decrease of $0.1 million, or 30%. The decrease in other income, net was primarily the result of a $0.1 million decrease in interest income earned
on cash, cash equivalents and short-term investments as a result of experiencing lower short-term borrowing interest rates.

2009 compared to 2008.Other income, net for the year ended December 31, 2009 was $0.3 million compared to $0.5 million
for the
year ended December 31, 2008, a decrease of $0.2 million, or 26%. The decrease in other income, net was primarily the result of a $0.2 million decrease in interest income earned
on cash, cash equivalents and short-term investments as a result of experiencing lower short-term borrowing interest rates.

Income Taxes

Years Ended December 31,2009 to
2010
% Change

2008 to
2009
% Change2010

2009

2008(Dollars in thousands)Income tax expense

$
4,080

$
3,963

$
2,118


3
%

87
%


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Table of Contents

2010 compared to 2009.Income tax expense for the year ended December 31, 2010 was $4.1 million compared to income tax
expense of
$4.0 million for the year ended December 31, 2009. Our effective income tax rate in 2010 was 22.5% down from 43.9% in 2009 due to the benefits resulting from research and development tax
credits, California Enterprise Zone tax credits, and the federal Domestic Manufacturing Deduction which were partially offset by the tax impact of certain stock-based compensation charges and state
income tax expense.

2009 compared to 2008.Income tax expense for the year ended December 31, 2009 was $4.0 million compared to income tax
expense of
$2.1 million for the year ended December 31, 2008. Our effective income tax rate in 2009 was 43.9% down from 193.9% in 2008 due to a decrease in permanent differences, the largest of
which was non-deductible stock-based compensation expense.

Liquidity and Capital Resources

Years Ended December 31,2010

2009

2008(In thousands)Consolidated Statements of Cash Flows Data:Purchases of property and equipment

$
9,327

$
5,996

$
7,203Depreciation and amortizationNorth America


6,036


4,752


4,026International


1,532


476


350Total depreciation and amortization


7,568


5,228


4,376Cash flows from operating activities


33,356


17,689


8,544Cash flows from investing activities


(24,938
)

(42,128
)

(24,330
)Cash flows from financing activities


5,352


38,499


(80
)


As
of December 31, 2010, we had cash and cash equivalents of $33.4 million and short-term investments of $9.1 million. Cash and cash equivalents consist
of cash, money market accounts, certificates of deposit and U.S. government agency securities. Short-term investments consist of U.S. government agency securities and certificates of
deposit. To date we have experienced no loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurances that access to our invested cash, cash equivalents and
short-term investments will not be impacted by adverse conditions in the financial markets.

Amounts
deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation, or FDIC, and Securities Investor Protection Corporation, or SIPC, insurance
limits, as applicable. These cash, cash equivalents and short-term investment balances could be affected if the underlying financial institutions fail or are subjected to other adverse
conditions in the financial markets. To date we have experienced no loss or lack of access to our cash, cash equivalents or short-term investments.

We
have a $3.0 million line of credit to fund working capital under which we have no amounts drawn down as of December 31, 2010. This line of credit expires in July 2011.

Prior
to 2005, we financed our operations and capital expenditures through operations, private sales of preferred stock, lease financing and the use of a bank-provided line
of credit and operations. Since 2005, we have been able to finance our operations, including international expansion, through cash from operating activities and proceeds from the exercise of vested
and unvested employee stock options. We had cash and cash equivalents of $33.4 million at December 31, 2010 and we believe we will have sufficient cash to support our operating
activities and capital expenditures for at least the next twelve months.

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Operating Activities

For the twelve months ended December 31, 2010, operating activities provided $33.4 million in cash, as a result of net
income of $14.1 million, $8.1 million in stock-based compensation, $7.6 million in depreciation and amortization and $1.5 million in provision for bad debts. These amounts
were partially offset by a cash usage of $4.9 million as a result of an increased accounts receivable balance.

For
the twelve months ended December 31, 2009, operating activities provided $17.7 million in cash, as a result of net income of $5.1 million, $5.2 million in
depreciation and amortization, $1.8 million in provision for bad debts and $2.8 million in stock-based compensation. These amounts were partially offset by a cash usage of
$3.1 million as a result of an increased accounts receivable balance.

For
the twelve months ended December 31, 2008, operating activities provided $8.5 million in cash, as a result of a net loss of $1.0 million, offset by
$4.4 million in depreciation and amortization and $4.0 million in stock-based compensation. These amounts were partially offset by a cash usage of $2.2 million as a result of an
increase in accounts receivable.

Investing Activities

Our primary investing activities have consisted of purchases and sales of short-term investments, purchases of property,
equipment and software and the investment in business acquisitions. We expect to have ongoing capital expenditure requirements to support our growing restaurant installed base and other infrastructure
needs. We expect to fund this investment with our existing cash, cash equivalents and short-term investments.

During
the twelve months ended December 31, 2010, we acquired toptable for approximately $55.3 million in cash and also paid $1.5 million in cash to acquire
substantially all of the assets and certain liabilities of Table Maestro. In addition to these business acquisitions, we purchased $9.3 million of property, equipment and software, net. Also in
the twelve months ended December 31, 2010, we sold $40.6 million (net of purchases) of short-term investments.

During
the twelve months ended December 31, 2009 and 2008, in addition to purchases of property, equipment and software, we purchased $33.1 million (net of sales) of
short-term investments and $17.1 million (net of sales), respectively. Also in the twelve months ended December 31,
2009, we purchased substantially all of the assets of GuestBridge, Inc., or GuestBridge, for approximately $3.0 million in cash.

Financing Activities

In addition to our initial public offering in May 2009, our financing activities have primarily consisted of proceeds from the issuance
and repurchase of common stock pursuant to our equity incentive plans and the excess tax benefit related to stock compensation.

Off Balance Sheet Arrangements

As of December 31, 2010, we did not have any off balance sheet arrangements.

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Table of Contents

Contractual Obligations

We lease our primary office space in San Francisco, California and other locations under various non-cancelable operating
leases that expire in or prior to 2016. We have no debt obligations, other than a $3.0 million line of credit for working capital, under which we have not borrowed to date. This credit facility
expires in July 2011. Additionally, all property, equipment and software have been purchased for cash, and accordingly we have no capital lease obligations. Finally, we have no material
long-term purchase obligations outstanding with any vendors or third parties, or any other long-term liabilities. The following table sets forth, as of December 31,
2010, payments due under our operating lease obligations.

Payments Under
Operating Leases(In thousands)Year ending December 31:2011

$
1,8572012


1,7182013


5682014


1002015


102Thereafter


34Total

$
4,379


As
of December 31, 2010, in addition to the obligations in the table above, we had approximately $8.6 million of income tax liabilities, including interest and penalties,
related to uncertain tax positions. However, we also had unrecognized tax benefits arising from our current year stock option deduction that may reduce substantially all of the cash impact upon
settlement, assuming such benefits are not recognized prior to the settlement of the liability. Due to the high degree of uncertainty regarding the settlement of these liabilities, we are unable to
estimate the years in which future cash outflows may occur.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board ("FASB") issued Topic 605Revenue Recognition and Topic
985Software. Topic 605Revenue Recognition requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on
a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. Topic
985Software removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a
tangible product are covered by the scope of the software revenue guidance. Topic 605Revenue Recognition and Topic 985Software should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years beginning on or after September 15, 2010, with early adoption permitted. We are currently evaluating the impact of Topic
605Revenue Recognition and Topic 985Software on our consolidated financial statements.

Effective
January 1, 2010, we adopted the FASB's updated guidance related to fair value measurements and disclosures which requires a reporting entity to disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, in the reconciliation for fair
value measurements using significant unobservable inputs, or Level 3 inputs, a reporting entity should disclose separately information about purchases, sales, issuances and settlements (that
is, on a gross basis rather than one net number). The updated guidance also requires that an entity should provide fair value measurement disclosures for

50

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each
class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for
Level 2 and Level 3 fair value measurements. The guidance is effective for interim or annual financial reporting periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair value measurements, which are effective for fiscal years beginning after
December 15, 2010 and for interim periods within those fiscal years. Adoption of the updated guidance did not have an impact on our consolidated results of operations or financial condition.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate, foreign exchange
risks and inflation.

Interest Rate Fluctuation Risk

We do not have any long-term borrowings.

Our
investments include cash, cash equivalents and short-term investments. Cash and cash equivalents consist of cash, money market accounts, certificates of deposit and U.S.
government agency securities. Short-term investments consist of U.S. government agency securities and certificates of deposit. The primary objective of our investment activities is to
preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due
to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. Due to the short-term nature of our investment portfolio, we do not
believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cash flows to be
materially affected to any degree by a sudden change in market interest rates.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenues and operating expenses denominated in currencies other than the U.S. dollar,
principally the British pound sterling, the euro, the Japanese yen, the Canadian dollar and the Mexican peso. We do not believe movements in the foreign currencies in which we transact will
significantly affect future net earnings. Foreign currency risk can be quantified by estimating the change in cash flows resulting from a hypothetical 10% adverse change in foreign exchange rates. We
believe such a change would not have a material impact on our results of operations.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs
were to become subject to significant
inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of
operations.

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ITEM 8.    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

OPENTABLE, INC.    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



PageReport of Independent Registered Public Accounting Firm


53Consolidated Balance Sheets


54Consolidated Statements of Operations


55Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)


56Consolidated Statements of Cash Flows


57Notes to Consolidated Financial Statements


58


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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
OpenTable, Inc.
San Francisco, California

We
have audited the accompanying consolidated balance sheets of OpenTable, Inc. and subsidiaries (collectively the "Company") as of December 31, 2010 and 2009, and the
related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2010. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States
of America.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of
December 31, 2010, based on the criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 9, 2011expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/
DELOITTE & TOUCHE LLP

San
Jose, California
March 9, 2011

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OPENTABLE, INC.        CONSOLIDATED BALANCE SHEETS

December 31,2010

2009ASSETSCURRENT ASSETS:Cash and cash equivalents

$
33,444,000

$
19,807,000Short-term investments


9,080,000


50,221,000Accounts receivable, net of allowance for doubtful accounts of $1,260,000, and $590,000 at December 31, 2010 and 2009


13,292,000


7,617,000Prepaid expenses and other current assets


2,919,000


1,301,000Deferred tax asset


7,882,000


6,024,000Restricted cash


167,000


172,000Total current assets


66,784,000


85,142,000Property, equipment and software, net


14,612,000


11,516,000Goodwill


42,347,000


1,805,000Intangibles, net


20,248,000


992,000Deferred tax asset


5,539,000


498,000Other assets


366,000


378,000TOTAL ASSETS

$
149,896,000

$
100,331,000LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES:Accounts payable

$
1,862,000

$
1,385,000Accrued expenses


5,804,000


5,827,000Accrued compensation


4,189,000


2,993,000Deferred revenue


1,852,000


1,538,000Dining rewards payable


15,398,000


11,611,000Total current liabilities


29,105,000


23,354,000Deferred revenuenon-current


2,802,000


3,572,000Deferred tax liability


5,644,000


Income tax liability


8,577,000


Other long-term liabilities


1,623,000


Total liabilities


47,751,000


26,926,000COMMITMENTS AND CONTINGENCIES (Note 9)STOCKHOLDERS' EQUITY:Common stock, $0.0001 par value100,000,000 shares authorized; 23,507,765 and 22,652,716 shares issued, 23,297,518 and 22,442,469 shares outstanding
at December 31, 2010 and 2009


2,000


2,000Additional paid-in capital


143,292,000


127,454,000Treasury stock, at cost (210,247 shares at December 31, 2010 and 2009)


(647,000
)

(647,000
)Accumulated other comprehensive loss


(1,305,000
)

(128,000
)Accumulated deficit


(39,197,000
)

(53,276,000
)Total stockholders' equity


102,145,000


73,405,000TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
149,896,000

$
100,331,000


See notes to consolidated financial statements.

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Table of Contents

OPENTABLE, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,2010

2009

2008REVENUES

$
98,991,000

$
68,596,000

$
55,844,000COSTS AND EXPENSES:Operations and support


27,803,000


20,736,000


17,760,000Sales and marketing


21,673,000


15,525,000


14,830,000Technology


12,345,000


10,043,000


9,511,000General and administrative


19,252,000


13,608,000


13,117,000Total costs and expenses


81,073,000


59,912,000


55,218,000Income from operations


17,918,000


8,684,000


626,000Other income, net


241,000


346,000


468,000Income before taxes


18,159,000


9,030,000


1,094,000Income tax expense


4,080,000


3,963,000


2,118,000NET INCOME (LOSS)

$
14,079,000

$
5,067,000

$
(1,024,000
)Net income (loss) per share (see Note 2):Basic

$
0.62

$
0.28

$
(0.10
)Diluted

$
0.58

$
0.22

$
(0.10
)Weighted average shares outstanding:Basic


22,602,000


17,352,000


10,016,000Diluted


23,979,000


22,467,000


10,016,000


See
notes to consolidated financial statements.

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Table of Contents

OPENTABLE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)

Series A Convertible
Preferred Stock

Series B Convertible
Preferred StockCommon Stock

Treasury Stock



Accumulated
Other
Comprehensive
LossAdditional
Paid-in
Capital

Accumulated
Deficit



Comprehensive
Income (Loss)Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

TotalBalance at January 1, 2008


6,898,187


6,925,000


2,177,550


14,984,000


10,887,243


1,000


210,247


(647,000
)

58,592,000


(51,000
)

(57,319,000
)

22,485,000Issuance of common stock upon exercise of employee stock options














57,178











1,453,000








1,453,000Stock-based compensation expense


























4,015,000








4,015,000Foreign currency translation





























(311,000
)




(311,000
)

(311,000
)Unrealized gain on investments





























66,000





66,000


66,000Net loss
































(1,024,000
)

(1,024,000
)

(1,024,000
)Comprehensive loss





































$
(1,269,000
)Balance at December 31, 2008


6,898,187


6,925,000


2,177,550


14,984,000


10,944,421


1,000


210,247


(647,000
)

64,060,000


(296,000
)

(58,343,000
)

26,684,000Conversion of preferred stock to common in connection with initial public offering


(6,898,187
)

(6,925,000
)

(2,177,550
)

(14,984,000
)

9,075,737


1,000








21,909,000








1,000Issuance of common stock in connection with initial public offering, net of issuance costs of $5,811,000














2,022,684











34,638,000








34,638,000Issuance of common stock in connection with cashless warrant exercise














154,599Issuance of common stock upon exercise of employee stock options














245,028











2,223,000








2,223,000Tax benefit from disqualifying dispositions


























1,703,000








1,703,000Stock-based compensation expense


























2,921,000








2,921,000Foreign currency translation





























266,000





266,000


266,000Unrealized loss on investments





























(98,000
)




(98,000
)

(98,000
)Net income
































5,067,000


5,067,000


5,067,000Comprehensive income





































$
5,235,000Balance at December 31, 2009




$
0




$
0


22,442,469

$
2,000


210,247

$
(647,000
)
$
127,454,000

$
(128,000
)
$
(53,276,000
)
$
73,405,000Issuance of common stock upon exercise of employee stock options














855,049











6,299,000








6,299,000Tax benefit from disqualifying dispositions


























1,271,000








1,271,000Stock-based compensation expense


























8,268,000








8,268,000Foreign currency translation





























(1,210,000
)




(1,210,000
)

(1,210,000
)Unrealized gain on investments





























33,000





33,000


33,000Net income
































14,079,000


14,079,000


14,079,000Comprehensive income





































$
12,902,000Balance at December 31, 2010




$
0




$
0


23,297,518

$
2,000


210,247

$
(647,000
)
$
143,292,000

$
(1,305,000
)
$
(39,197,000
)
$
102,145,000


See notes to consolidated financial statements.

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OPENTABLE, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,2010

2009

2008OPERATING ACTIVITIES:Net income (loss)

$
14,079,000

$
5,067,000

$
(1,024,000
)Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization


6,361,000


5,154,000


4,376,000Amortization of intangibles


1,207,000


74,000


Provision for doubtful accounts


1,488,000


1,824,000


1,042,000Stock-based compensation


8,051,000


2,818,000


3,970,000Write-off of property, equipment and software


478,000


631,000


265,000Deferred taxes


(5,570,000
)

3,007,000


1,284,000Excess tax benefit related to stock-based compensation


(1,271,000
)

(1,703,000
)

Changes in operating assets and liabilities:Accounts receivable


(4,905,000
)

(3,059,000
)

(2,211,000
)Prepaid expenses and other current assets


(751,000
)

(267,000
)

(305,000
)Accounts payable and accrued expenses


1,860,000


840,000


(2,472,000
)Accrued compensation


648,000


209,000


478,000Deferred revenue


(482,000
)

(55,000
)

515,000Long-term liabilities


8,674,000





Dining rewards payable


3,489,000


3,149,000


2,626,000Net cash provided by operating activities


33,356,000


17,689,000


8,544,000INVESTING ACTIVITIES:Purchases of property, equipment and software


(9,327,000
)

(5,996,000
)

(7,203,000
)Purchases of investments


(28,993,000
)

(83,545,000
)

(18,818,000
)Sales of investments


69,552,000


50,413,000


1,700,000Acquisition of businesses


(56,170,000
)

(3,000,000
)

Change in restricted cash








(9,000
)Net cash used in investing activities


(24,938,000
)

(42,128,000
)

(24,330,000
)FINANCING ACTIVITIES:Excess tax benefit related to stock-based compensation


1,271,000


1,703,000


Proceeds from issuance of common stock upon exercise of employee stock options


5,069,000


985,000


77,000Proceeds from early exercise of common stock








28,000Change in cash overdrafts


(988,000
)

988,000


Proceeds from issuance of common stock in connection with initial public offering, net of offering costs





34,823,000


(185,000
)Net cash provided by (used in) financing activities


5,352,000


38,499,000


(80,000
)EFFECT OF EXCHANGE RATES ON CASH


(133,000
)

219,000


(267,000
)NET INCREASE IN CASH AND CASH EQUIVALENTS


13,637,000


14,279,000


(16,133,000
)CASH AND CASH EQUIVALENTSBeginning of year


19,807,000


5,528,000


21,661,000CASH AND CASH EQUIVALENTSEnd of year

$
33,444,000

$
19,807,000

$
5,528,000SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:Cash paid for income taxes

$
1,165,000

$
1,137,000

$
387,000SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING ACTIVITIES:Contingent liability recorded in other long-term liabilities

$
1,413,000

$


$
Unpaid portion of acquisition purchase price recorded in accrued expenses

$
150,000

$


$
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:Purchase of property and equipment recorded in accounts payable

$
273,000

$
280,000

$
232,000Vesting of early exercised stock options

$
1,206,000

$
1,239,000

$
1,375,000Accrued offering costs

$


$


$
998,000Conversion of convertible preferred stock to common stock

$


$
21,909,000

$



See notes to consolidated financial statements.

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OPENTABLE, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

1. Organization and Description of Business

OpenTable, Inc. (together with its subsidiaries, "OpenTable" or the "Company"), was incorporated on October 13, 1998, and is a Delaware corporation. The Company provides
solutions that form an online network connecting reservation-taking restaurants and people who dine at those restaurants. For restaurant customers, the Company provides a proprietary Electronic
Reservation Book, or ERB, and OpenTable Connect, or Connect. The OpenTable ERB combines proprietary software and computer hardware to deliver a solution that computerizes restaurant
host-stand operations and replaces traditional pen-and-paper reservation books. The ERB streamlines and enhances a number of business-critical functions and
processes for restaurants, including reservation management, table management, guest recognition and email marketing. Like the ERB, Connect allows restaurants to take online reservations via the
OpenTable website; however, Connect does not provide the operational benefits that the ERB delivers to reservation-intensive restaurants. For diners, the Company operates www.opentable.com, a popular
restaurant reservation website, and also provides a variety of mobile applications. The OpenTable website and mobile applications enable diners to find, choose and book tables at restaurants on the
OpenTable network in real time, overcoming the inefficiencies associated with the traditional process of reserving by phone.

Certain Significant Risks and Uncertainties

The Company operates in a dynamic industry, and accordingly, can be affected by a variety of factors. For example, management of the
Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: the
ability to maintain an adequate rate of growth; the impact of the current economic climate on its business; the ability to effectively manage its growth; the ability to attract new restaurant
customers; the ability to increase the number of visitors to its websites and convert those visitors into diners; and the ability to retain existing restaurant customers and diners or encourage repeat
reservations.

2. Summary of Significant Accounting Policies

Principles of Consolidation

These consolidated financial statements include the accounts of OpenTable, Inc. and its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States
of America ("GAAP") requires 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 income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements;
therefore, actual results could differ from those estimates.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

Foreign Currency Translation

The Company's operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries
are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar, the reporting currency, for
inclusion in the Company's consolidated financial statements. Income, expenses and cash flows are translated at average exchange rates prevailing during the fiscal period, and assets and liabilities
are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss), net, in stockholders'
equity. Foreign exchange transaction gains and losses are included in Other Income, net in the accompanying condensed consolidated statements of operations. Exchange gains and losses on intercompany
balances that are considered permanently invested are also included as a component of accumulated other comprehensive loss in stockholders' equity.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with original maturities of three months or less at the time
of purchase to be cash equivalents. At December 31, 2010 and 2009, cash and cash equivalents consist of cash, money market accounts, certificates of deposit, commercial paper and U.S.
government agency securities.

Restricted Cash

Restricted cash represents money market accounts and a certificate of deposit held at a financial institution principally as security
for deposits maintained in connection with the Company's credit card processors.

Short-term Investments

Short-term investments consist mainly of U.S. government agency securities, commercial paper and certificates of deposit.
The Company classifies its investments as available-for-sale securities. The Company has classified all available for sale securities with readily available markets as short
term, even though the stated maturity may be one year or more beyond the current balance sheet date, because of the intent to sell those securities as necessary, prior to maturity to meet liquidity
needs. Available-for-sale securities are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss), net,
in stockholders' equity. For the twelve month periods ended December 31, 2010 and 2009, realized and unrealized gains and losses on investments were not material. An impairment charge is
recorded in the consolidated statements of operations for declines in fair value below the cost of an individual investment that are deemed to be other than temporary. Management judges whether a
decline in value is temporary based on the length of time that the fair market value has been below cost combined with the severity of the decline.

For
debt securities in an unrealized loss position which are deemed to be other-than-temporary, the difference between the security's then-current
amortized cost basis and fair value is separated into (i) the amount of the impairment related to the credit loss (i.e., the credit loss component) and (ii) the amount of the
impairment related to all other factors (i.e., the non-credit loss component). The credit

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

loss
component is recognized in earnings. The non-credit loss component is recognized in accumulated other comprehensive loss.

Fair Value

The Company records its financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for
measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which
prioritizes the inputs used in the valuation methodologies in measuring fair value:



Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash
equivalents, restricted cash, short-term investments and accounts receivable. The Company places its cash and cash equivalents, short-term investments and restricted cash with
major financial institutions throughout the world, which management assesses to be of high credit quality, in order to limit the exposure of each investment.

Credit
risk with respect to accounts receivable is dispersed due to the large number of customers. In addition, the Company's credit risk is mitigated by the relatively short collection
period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns, the
number of days that billings are past due and an evaluation of the potential risk of loss associated with problem accounts. Accounts receivable written-off against the allowance for
doubtful accounts were $1,279,000, $1,777,000 and $747,000 for the years ended December 31, 2010, 2009 and 2008, respectively.

Property, Equipment and Software, net

Property, equipment and software, net is stated at cost less accumulated depreciation and amortization. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets, which is four years for restaurant hardware and three years for all other asset categories except leasehold
improvement, which are amortized over the shorter of the lease term or expected useful life of the improvements.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets in accordance with Topic 350 IntangiblesGoodwill and Other ("Topic
350"). Goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment on an annual or whenever events or changes in circumstances indicate that the carrying
amount of these assets may not be recoverable. Intangible assets with finite useful lives are amortized using the straight-line method over their useful lives and are reviewed for
impairment in accordance with Topic 350.

Website and Software Development Costs

Costs related to website and internal-use software development are accounted for in accordance with Topic
350-50Intangibles-Goodwill and Other ("Topic 350-50"). Such software is primarily related to the Company's website, including support systems. In accordance with
Topic 350-50, the Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed
project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated
useful life of the related asset, generally estimated between two to three years. Costs incurred prior to meeting these criteria are expensed as incurred and recorded within Technology expenses within
the accompanying consolidated statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the
estimated useful life of the enhancements, generally between two and three years.

The
Company capitalized $2,933,000, $1,505,000 and $1,003,000 in website and internal-use software development costs during the years ended December 31, 2010, 2009 and
2008, respectively. Amortization expense totaled $1,416,000, $685,000 and $431,000 during the fiscal years ended December 31, 2010, 2009 and 2008, respectively. Such costs are recorded in
operations and support within the accompanying consolidated statements of operations.

The
Company follows the guidance in Topic 985Software in accounting for costs incurred in connection with development of the software contained in the ERB used by all
restaurant customers, and in a limited number of certain transactions the Company sells reservation systems which do not include the Company's ongoing service. All costs incurred to establish the
technological feasibility of a computer product to be sold, leased or otherwise marketed are expensed as incurred. Costs incurred subsequent to establishing technological feasibility and through
general product release are capitalized and amortized over the estimated product life. The period between technological feasibility and general product release is generally short and the costs
incurred during this stage are not material for the years ended December 31, 2010, 2009 and 2008 and are expensed as incurred in Technology expense.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash
flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Revenue Recognition

The Company's revenues include installation fees for the Company's ERB (including training), monthly subscription fees and a
per-seated diner fee for each diner seated through the Company's online reservation system. As the Company provides its application as a service, the Company follows Topic
605Revenue Recognition. The Company recognizes revenue when all of the following conditions are met: there is persuasive evidence of an arrangement; the service has been provided to the
customer; the collection of the fees is reasonably assured; and the amount of fees to be paid by the customer is fixed or determinable. Amounts paid by the customer include the right to use Company
hardware during the service period. Proportionate revenue related to the right to use Company hardware accounts for less than 10% of revenue for all periods presented.

Revenue
from the installation of the ERB is recognized on a straight-line basis over the estimated customer life, commencing with customer acceptance. As of
December 31, 2010, the estimated customer life was approximately three to six years, based on historical restaurant customer termination activity. To date the impact of changes in the estimated
customer life has not been material to the Company's results of operations or financial position. Subscription revenues are recognized on a straight-line basis during the contractual
period over which the service is delivered. Reservation revenues (or per-seated diner fees) are recognized on a transaction-by-transaction basis, as diners are
seated by restaurant customers. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenues, depending on whether the revenue recognition criteria have been
met. Revenues are shown net of $8,767,000, $6,940,000 and $5,184,000 for the years ended December 31, 2010, 2009 and 2008, respectively, related to redeemable Dining Points issued to diners
during the respective periods.

During
the third quarter of 2010, the Company began selling third-party restaurant coupons through its website. The Company earns a commission for acting as an agent in these
transactions which is recorded on a net basis and is included in revenue upon completion of the third-party coupon sale. The liability for redemption and potential income for breakage remain with the
third-party restaurants; therefore, the Company does not record redemption or breakage of the coupons. The Company applies a sales allowance for potential coupon refunds.

Revenue
is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

Installation Costs

The incremental direct customer acquisition costs associated with on-site system installations, including direct
compensation costs of technicians providing installation services, are expensed as incurred within operations and support.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

Dining Point Loyalty Program

The Company provides a points-based loyalty program, "OpenTable Dining Rewards," to registered diners who book and honor reservations
through the OpenTable website. OpenTable Dining Rewards involves the issuance of "Dining Points" which can be accumulated and redeemed for "Dining Checks." When a diner accumulates a defined minimum
number of points, he or she may redeem them for a Dining Check. Diners may present Dining Checks at any OpenTable restaurant and their bill is reduced by the check amount. If a diner does not make a
seated reservation within any 12-month period, then his or her account is considered inactive and the accumulated Dining Points for the diner are reset to zero.

The
Company recognizes the cost associated with Dining Points as contra-revenue in accordance with Topic 605-50Revenue Recognition-Customer Payments and
Incentives.

The
recorded contra-revenue is an estimate of the eventual cash outlay related to the issued Dining Points and is booked at the time the points are earned by the diner (when the diner is
"seated" by the restaurant). The Company estimates the contra-revenue for the issued Dining Points by analyzing the historical patterns of redemption and check-cashing activity.

Technology

In the consolidated statement of operations, technology expense includes employee compensation associated with the development of new
technologies.

Operations and Support

In the consolidated statements of operations, operations and support expense includes employee compensation associated with the
installation, support and maintenance of customers, as well as costs associated with restaurant equipment and connectivity, outsourced call center costs, referral payments and shipping costs
associated with restaurant equipment. Operations and Support expenses also include amortization of capitalized website and development costs.

Advertising Expense

Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying consolidated
statements of operations. Advertising costs include direct-marketing costs such as email marketing, pay per click, market research, printing, public relations and tradeshow expenses. The Company
incurred $1,789,000, $1,013,000 and $1,355,000 of advertising costs during the fiscal years ended December 31, 2010, 2009 and 2008, respectively.

Stock-Based Compensation

The Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to
its employees and directors, including employee stock options and restricted stock units in accordance with Topic 718 ("Topic 718")Stock Compensation.

The
Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among
other

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

things,
estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that
will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.
Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in our consolidated
statements of operations.

The
cost of restricted stock units is determined using the fair value of the Company's common stock on the date of grant. Stock-based compensation expense is recognized on a
straight-line basis over the vesting period.

Net Income (Loss) Per Share

The Company calculates net income (loss) per share in accordance with Topic 260Earnings per Share. Basic and diluted net
income per share attributable to common stockholders are presented in conformity with the "two-class method" required for participating securities.

The
Company's weighted average unvested shares subject to repurchase and settled in shares of common stock upon vesting have the non-forfeitable right to receive dividends on
an equal basis with common stock and therefore are considered participating securities that must be
included in the calculation of net income per share using the two-class method in all presented periods.

In
addition, holders of Series A and Series B convertible preferred stock were each entitled to receive annual non-cumulative dividends of $0.10 and $0.69 per
share for Series A and B, respectively, payable prior and in preference to holders of common stock. In the event a dividend is paid on common stock, Series A and Series B
convertible preferred stockholders were entitled to a proportionate share of any such dividend as if they were holders of common shares (on an as-if converted basis). In May 2009, all of
the Company's outstanding convertible preferred stock converted into common stock in connection with the Company's initial public offering. Under the two-class method, basic net income per
share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the period.
Basic net income attributable to common stockholders is computed by an adjustment to subtract from net income the portion of current year earnings that the preferred shareholders would have been
entitled to receive pursuant to their dividend rights had all of the year's earnings been distributed as well as an adjustment to subtract the non-forfeitable right to receive dividends by
holders of unvested shares subject to repurchase. No such adjustment to earnings is made during periods with a net loss, as the holders of the convertible preferred shares had no obligation to fund
losses. Diluted net income (loss) per share is computed by using the weighted-average number of common shares outstanding, plus, for periods with net income attributable to common stock, the dilutive
effects of stock options. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options and warrants, and unvested common shares subject to
repurchase.

Non-vested
performance-based awards are included in the diluted shares outstanding each period if established performance criteria have been met at the end of the respective
periods. 220,000, 281,000 and 343,000 shares were excluded from the dilutive shares outstanding for the years ended

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

December 31,
2010, 2009 and 2008, respectively, as the performance criteria had not been met as of the respective dates. Anti-dilutive shares in the amounts of 114,000, 388,000 and
11,669,000 were excluded from the dilutive shares outstanding for the years ended December 31, 2010, 2009 and 2008.

The
following table sets forth the computation of basic and diluted net income (loss) per share for the periods indicated:

Year Ended December 31,2010

2009

2008Basic net income (loss) per common share calculation:Net income (loss)

$
14,079,000

$
5,067,000

$
(1,024,000
)Less: Undistributed earnings allocated to participating securities


(142,000
)

(154,000
)

Net income (loss) attributable to common sharesbasic

$
13,937,000

$
4,913,000

$
(1,024,000
)Basic weighted average common shares outstanding


22,602,000


17,352,000


10,016,000Basic net income (loss) per share

$
0.62

$
0.28

$
(0.10
)Diluted net income (loss) per common share calculation:Net income (loss)

$
14,079,000

$
5,067,000

$
(1,024,000
)Less: Undistributed earnings allocated to participating securities


(91,000
)

(88,000
)

Net income (loss) attributable to common sharesdiluted

$
13,988,000

$
4,979,000

$
(1,024,000
)Weighted average shares used to compute basic net income (loss) per share


22,602,000


17,352,000


10,016,000Effect of potentially dilutive securities:Unvested common shares subject to repurchase


154,000


391,000


Warrants to purchase common stock





17,000


Warrants to purchase convertible preferred stock





65,000


Employee stock options


1,223,000


1,151,000


Convertible preferred stock





3,491,000


Weighted average shares used to compute diluted net income (loss) per share


23,979,000


22,467,000


10,016,000Diluted net income (loss) per share

$
0.58

$
0.22

$
(0.10
)


Comprehensive Income (Loss)

In accordance with Topic 220Comprehensive Income, the Company reports by major components and as a single total, the
change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income and accumulated other comprehensive income (loss), which includes
certain changes in equity that are excluded from net income. Specifically, it includes cumulative foreign currency translation and the unrealized gain (loss) from investments.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

Accumulated
other comprehensive loss of $1,305,000 as of December 31, 2010 was comprised of $1,306,000 of foreign currency translation losses and $1,000 of unrealized gain on
investments. Accumulated other comprehensive loss of $128,000 as of December 31, 2009 was comprised of $32,000 of unrealized loss on investments and $96,000 of foreign currency translation
losses.

Income Taxes

The Company records income taxes using the asset and liability method of accounting for income taxes in accordance with Topic
740Income Taxes ("Topic 740"). Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year and for deferred tax
liabilities and assets for the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. The Company accounts for any income tax
contingencies in accordance with Topic 740. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of any future changes
in tax laws or rates have not been considered.

For
the preparation of the Company's consolidated financial statements included herein, the Company estimates its income taxes and tax contingencies in each of the tax jurisdictions in
which they operate prior to the completion and filing of its tax returns. This process involves estimating actual current tax expense together with assessing temporary differences resulting from
differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in net deferred tax assets and liabilities. The Company must then assess the
likelihood that the deferred tax assets will be realizable, and to the extent they believe that realizability is not likely, the Company must establish a valuation allowance. In assessing the need for
any additional valuation allowance, the Company considers all the evidence available to us, both positive and negative, including historical levels of income, legislative developments, expectations
and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies.

As
a result of this analysis, for the year ended December 31, 2010 and consistent with prior years, it was determined that certain foreign tax credit carryforwards and foreign
branch net operating losses did not meet the "more likely than not" realizability threshold which increased the Company's valuation allowance to $2.4 million.

Recently Issued Accounting Standards

In October 2009, the Financial Accounting Standards Board ("FASB") issued Topic 605Revenue Recognition and Topic
985Software. Topic 605Revenue Recognition requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on
a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. Topic
985Software removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a
tangible product are covered by the scope of the software revenue guidance. Topic 605Revenue Recognition and Topic 985Software should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years beginning on or after September 15, 2010, with early adoption permitted. The Company

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

2. Summary of Significant Accounting Policies (Continued)

is
currently evaluating the impact of Topic 605Revenue Recognition and Topic 985Software on its consolidated financial statements.

Effective
January 1, 2010, the Company adopted the FASB's updated guidance related to fair value measurements and disclosures which requires a reporting entity to disclose
separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, in the
reconciliation for fair value measurements using significant unobservable inputs, or Level 3 inputs, a reporting entity should disclose separately information about purchases, sales, issuances
and settlements (that is, on a gross basis rather than one net number). The updated guidance also requires that an entity should provide fair value measurement disclosures for each class of assets and
liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for Level 2 and
Level 3 fair value measurements. The guidance is effective for interim or annual financial reporting periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and
for interim periods within those fiscal years. Adoption of the updated guidance did not have an impact on the Company's consolidated results of operations or financial condition.

3. Acquisitions

Acquisition of GuestBridge

In September 2009, the Company entered into an agreement with GuestBridge, Inc. ("GuestBridge"), a provider of guest management
solutions, to purchase substantially all of the assets and assume certain liabilities of GuestBridge for approximately $3,000,000 in cash. The Company recorded $1,805,000 of goodwill, $1,066,000 of
identifiable intangible assets and $129,000 of tangible assets in connection with the acquisition. The Company has included the effects of the transaction within the results of operations,
prospectively, from October 2009, the date of acquisition. Pro forma financial information for acquisition accounted for as a business combination has not been presented, as the effects were not
material to the Company's historical consolidated financial statements.

Acquisition of Table Maestro

In August 2010, the Company acquired substantially all of the assets and certain liabilities of Table Maestro, LLC ("Table
Maestro"), a provider of telephone reservation services for a purchase price of $1,500,000 in cash and additional contingent performance-based cash payments which were valued at $1,526,000 on the
acquisition date. The Company recorded $2,756,000 of goodwill and $289,000 of identifiable intangible assets in connection with the acquisition which is being accounted for as a business combination.
The Company has included the effects of the transaction within the results of operations prospectively from August 2010, the date of acquisition. Pro forma financial information for this business
combination has not been presented, as the effects were not material to the Company's historical consolidated financial statements.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

3. Acquisitions (Continued)

Acquisition of toptable.com

On October 1, 2010, the Company acquired toptable.com ("toptable"), a leading restaurant reservation site in the United Kingdom,
for $55,325,000 in cash. The purchase price was allocated to the acquired assets and liabilities based on their estimated fair values on the acquisition date. On October 1, 2010, the Company
recorded $38,650,000 of goodwill and $20,583,000 of identifiable intangible assets in connection with the acquisition. Goodwill was calculated as the purchase premium after adjusting for the fair
value of net assets acquired and represents the value expected from the synergies created from combining the toptable diner and restaurant reservation network with the Company's technology, as well as
the economies of scale expected from combining the operations of the two companies. Goodwill is not expected to be deductible for tax purposes. Intangible assets recorded as a result of the
acquisition include trademarks of $12,014,000 which has an indefinite life. Intangible assets also include customer relationships of $7,405,000 and developed technology of $1,164,000 which are being
amortized over their estimated remaining lives of two to three years. The Company has included the effects of the transaction within the results of operations prospectively from October 1,
2010, the date of the acquisition.

The
Company's purchase price allocation for the net assets acquired was as follows:

October 1,
2010Cash and cash equivalents

$
516,000Accounts receivable, net


2,196,000Prepaid expenses and other current assets


119,000Deferred tax asset


1,359,000Property and equipment, net


370,000Goodwill


38,650,000Intangibles


20,583,000Other assets


50,000TOTAL ASSETS

$
63,843,000Accounts payable

$
576,000Accrued expenses


1,329,000Accrued compensation


544,000Dining rewards payable


305,000Deferred tax liability


5,764,000TOTAL LIABILITIES

$
8,518,000NET ASSETS ACQUIRED

$
55,325,000


Unaudited Pro Forma Condensed Combined Financial Information

The consolidated financial statements contained herein include the operating results of toptable from October 1, 2010, the date
of the acquisition. From the date of acquisition through December 31, 2010, toptable contributed $3,010,000 to revenues.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

3. Acquisitions (Continued)

The
unaudited pro forma financial information provided below, for the twelve months ended December 31, 2010 and 2009, assumes the acquisition of toptable occurred on
January 1, 2009 and includes the impact of amortizing certain purchase accounting adjustments, such as intangible assets and the pay down of outstanding third party debt, as of
January 1, 2009.

Twelve Months Ended
December 31,2010

2009Revenues

$
107,133,000

$
79,043,000Income from operations


16,140,000


6,745,000Net income


12,047,000


2,603,000Net income per shareBasic

$
0.53

$
0.15Diluted

$
0.50

$
0.11


4. Short-Term Investments and Fair Value Measurements

Short-term investments are summarized as follows:

Amortized
Cost

Unrealized
Gains

Unrealized
Losses

Estimated Fair
Market ValueAt December 31, 2010:U.S. government and agency securities

$
8,099,000

$
1,000

$


$
8,100,000Certificates of deposit


980,000








980,000Total

$
9,079,000

$
1,000

$


$
9,080,000




Amortized
Cost

Unrealized
Gains

Unrealized
Losses

Estimated Fair
Market ValueAt December 31, 2009:U.S. government and agency securities

$
20,722,000

$
6,000

$
(7,000
)
$
20,721,000Certificates of deposit


27,131,000


7,000


(38,000
)

27,100,000Commercial paper


2,400,000








2,400,000Total

$
50,253,000

$
13,000

$
(45,000
)
$
50,221,000


As
of December 31, 2010, there were no investments that had maturity dates of greater than one year.

Investment
instruments are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations,
or alternative pricing sources with reasonable levels of price transparency. The types of instruments that are generally classified within Level 1 of the fair value hierarchy include money
market securities and U.S. government and agency securities. The types of investments that are generally classified within Level 2 of the fair value hierarchy include certificates of deposit.
The Company classifies items in Level 2 if the investments are

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

4. Short-Term Investments and Fair Value Measurements (Continued)

valued
using observable inputs to quoted market prices, or other inputs that are observable or can be corroborated by observable market data. Investments are held by a custodian who obtains investment
prices from a third party pricing provider that uses standard inputs to models which vary by asset class.

In
accordance with Topic 820Fair Value Measurements and Disclosures, the following table represents the Company's fair value hierarchy for its financial assets:

December 31, 2010

December 31, 2009Aggregate
Fair Value

Level 1

Level 2

Aggregate
Fair Value

Level 1

Level 2U.S. government and agency securities

$
8,100,000

$
8,100,000

$


$
20,721,000

$
20,721,000

$
Certificates of deposit


980,000





980,000


27,100,000





27,100,000Commercial paper











2,400,000


2,400,000


Total short-term investments

$
9,080,000

$
8,100,000

$
980,000

$
50,221,000

$
23,121,000

$
27,100,000


The
Company chose not to elect the fair value option as prescribed by Topic 825Financial Instruments for its financial assets and liabilities that had not been
previously carried at fair value. Therefore, financial assets and liabilities not carried at fair value, such as accounts payable, are still reported at their carrying values.

5. Goodwill and Intangible Assets

As of December 31, 2010, goodwill included $37,786,000 resulting from the acquisition of toptable (adjusted by $864,000 for the change in foreign currency exchange rates from the
date of acquisition through December 31, 2010), $2,756,000 resulting from the acquisition of Table Maestro, and $1,805,000 resulting from the acquisition of GuestBridge. As of
December 31, 2009, goodwill included $1,805,000 resulting from the acquisition of GuestBridge. A summary of goodwill by segment is as follows:

December 31,2010

2009North America

$
4,561,000

$
1,805,000International


37,786,000


Total Goodwill

$
42,347,000

$
1,805,000


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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

5. Goodwill and Intangible Assets (Continued)

A
summary of intangible assets as of December 31, 2010 and 2009 is as follows:

December 31, 2010

December 31, 2009Gross Carrying
Value

Accumulated
Amortization

Total

Gross Carrying
Value

Accumulated
Amortization

TotalTrademarks

$
11,897,000

$
23,000

$
11,874,000

$
14,000

$
4,000

$
10,000Customer relationships


8,098,000


940,000


7,158,000


677,000


40,000


637,000Developed technology


1,515,000


299,000


1,216,000


375,000


30,000


345,000Total intangible assets

$
21,510,000

$
1,262,000

$
20,248,000

$
1,066,000

$
74,000

$
992,000


Intangible
assets with finite lives are amortized on a straight-line basis over their estimated useful lives which range from one to four years. Amortization of intangible
assets was $1,207,000, $74,000 and $0 for the years ended December 31, 2010, 2009 and 2008, respectively. Based on the current amount of intangibles subject to amortization, estimated future
annual amortization expense is as follows: 2011: $3,829,000; 2012: $3,287,000; 2013: $1,302,000; 2014: $66,000.

For
the annual impairment analysis, goodwill and intangibles with indefinite lives are evaluated at the reporting unit level. The evaluation for impairment is performed by comparing the
reporting units carrying amount, including goodwill and intangibles, to the fair value of the reporting unit. If the carrying amounts exceed the reporting unit fair value, then the second step of the
impairment test is performed to determine the amount of the impairment loss. The Company has defined its annual goodwill impairment evaluation date as August 31. The Company will use this date
for their annual impairment test on a go forward basis. There has been no impairment of goodwill or intangibles as of December 31, 2010.

6. Property, Equipment and Software

Property, equipment and software consists of the following:

December 31,2010

2009Restaurant hardware

$
18,086,000

$
16,160,000Computer equipment


3,206,000


2,317,000Software


1,471,000


1,135,000Capitalized development


4,964,000


3,314,000Furniture and fixtures


299,000


308,000Leasehold improvements


204,000


Total


28,230,000


23,234,000Accumulated depreciation


(13,618,000
)

(11,718,000
)Property, equipment and software, net

$
14,612,000

$
11,516,000


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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

7. Line of Credit

The Company has a $3,000,000 line of credit for working capital needs available through July 2011 and no amounts were outstanding under this line of credit as of December 31, 2010
and 2009. This line of credit agreement requires the Company to comply with various financial and non-financial covenants and precludes the payment of dividends to stockholders without the
permission of the lender. The Company was in compliance with all financial covenants at December 31, 2010 and 2009.

8. Other Income, Net

Other income, net, consists of the following:

Year Ended December 31,2010

2009

2008Interest income

$
216,000

$
351,000

$
545,000Interest expense


(2,000
)

(3,000
)

Foreign exchange transaction gain (loss), net


(14,000
)

(31,000
)

(130,000
)Other non-operating income (loss), net


41,000


29,000


53,000Total

$
241,000

$
346,000

$
468,000


9. Commitments and Contingencies

Office Facility Leases

The Company leases its office facilities under operating lease agreements that expire at various dates through 2016. The terms of the
lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period.

Rental
expense, principally for leased office space under operating lease commitments, was $1,867,000, $1,719,000 and $1,420,000 for the years ended December 31, 2010, 2009 and
2008, respectively.

Aggregate Future Lease Commitments

The Company's minimum payments under non-cancelable operating leases for office space having initial terms in excess of one
year are as follows at December 31, 2010:

Operating
LeasesYear ending December 31:2011

$
1,857,0002012


1,718,0002013


568,0002014


100,0002015


102,000Thereafter


34,000Total minimum lease payments

$
4,379,000


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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

9. Commitments and Contingencies (Continued)

Litigation

On May 12, 2009, a patent infringement lawsuit was filed against the Company by Mount Hamilton Partners, LLC ("Mount
Hamilton"). Mount Hamilton seeks damages and injunctive relief. If an injunction is granted, it could force the Company to stop or alter certain of its business activities, such as certain aspects of
the OpenTable Dining Rewards Program. The Company believes it has substantial and meritorious defenses to these claims and intends to vigorously defend its position. On October 6, 2009, the
Company filed a petition for re-examination with the U.S. Patent and Trademark Office ("PTO"), asking the PTO to reexamine the patent in question and requesting that the claims of the
Mount Hamilton patent be rejected. In addition, on October 21, 2009, the Company filed a motion in the district court asking the court to stay the current litigation pending the outcome of the
requested reexamination proceeding. On December 7, 2009, the PTO granted the Company's petition for re-examination, and in its first non-final office action, rejected
all of the claims of the patent at issue. In addition, the district court has stayed all proceedings pending re-examination of the patent. The Company is not currently able to estimate the
outcome or potential loss, if any, that may result from this claim.

The
Company is also subject to various other legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur,
management believes that the final disposition of such matters will not have a material adverse effect on the Company's business, financial position, results of operations or cash flows.

10. Stockholders' Equity

Initial Public Offering of Common Stock

On May 21, 2009, the Company completed its initial public offering whereby the Company sold 2,022,684 shares of common stock for
a price of $20.00 per share. As part of the offering 1,427,316 shares were also sold by existing shareholders at a price of $20.00 per share. The Company received $34,638,000 net of offering costs.
Approximately $5,811,000 in offering costs were incurred and have been deducted from additional paid-in capital.

Common Stock

At December 31, 2010, there were 100,000,000 shares of common stock authorized, 23,507,765 shares issued and 23,297,518 shares
outstanding. Holders of common stock are entitled to dividends if and when declared by the board of directors.

Common Stock Subject To Repurchase

Historically, the Company typically allowed employees to exercise options prior to vesting. However, beginning in May 2008, options
granted did not contain an early exercise provision. The Company has the right to repurchase at the original purchase price any unvested (but issued) common shares upon termination of service of an
employee. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The shares and liability
are reclassified into equity on a ratable basis as the award vests. The Company recorded a liability in accrued expenses of $544,000, and $1,750,000 relating to 106,294, and

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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

10. Stockholders' Equity (Continued)

382,927
options that were exercised and are unvested at December 31, 2010 and 2009, respectively. These shares which are subject to a repurchase right held by the Company are included in issued
and outstanding shares as of December 31, 2010 and 2009.

Common Stock Reserved For Future Issuance

At December 31, 2010, the Company has reserved the following shares of common stock for future issuances in connection with:

Stock option plan:Options outstanding


2,454,571Options available for future grants


936,008Total


3,390,579


Stock Based Compensation

The Company applies the provisions of Topic 718, which requires compensation costs related to share-based transactions, including
employee stock options, to be recognized in the financial statements based on fair value.

Under
Topic 718, the fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model.

The
Company determined weighted average valuation assumptions as follows:



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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

10. Stockholders' Equity (Continued)

The
following summarizes the assumptions relating to the Company's stock options for the years ended December 31, 2010, 2009 and 2008, as permitted under Topic 718:

Year Ended December 31,2010

2009

2008Dividend yield

0%

0%

0%Volatility

51% - 53%

52% - 53%

55%Risk free interest rate

1.38% - 2.95%

2.53% - 2.65%

1.54% - 3.34%Expected term, in years

5.50 - 6.56

6.02 - 6.08

5.92 - 6.53


Under
Topic 718, the Company recorded net stock-based compensation expense of $8,051,000, $2,818,000 and $3,970,000 for the years ended December 31, 2010, 2009 and 2008,
respectively. The Company capitalized $217,000, $103,000 and $45,000 of stock-based compensation for the years ended December 31, 2010, 2009 and 2008, respectively, in association with website
and software development costs (see Note 2).

Topic
718 requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow. This
requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. For the years
ended December 31, 2010, 2009 and 2008, the Company recorded $1,271,000, $1,703,000 and $0, respectively, of excess tax benefits from stock-based compensation.

Stock Option Plans

Under the 2009 Equity Incentive Award Plan (the "2009 Plan"), which the Company adopted in 2009, there were 936,008 shares of common
stock as of December 31, 2010 reserved for the issuance of restricted stock, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, deferred stock, and
options (incentive stock options ("ISOs") or nonstatutory stock options ("NSOs")) to eligible participants. The 2009 Plan provides that on the first day of each fiscal year the number of shares
available for issuance shall increase by an amount equal to the lesser of 744,063 shares or 3% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or a
lesser amount as may be determined by the Board of Directors. Pursuant to this provision, in January 2011, the number of shares of common stock authorized for issuance under the 2009 Plan increased by
an additional 698,925. To date, both ISOs and NSO's have been granted at a price per share not less than the fair market value at the date of grant. Options granted typically vest and become fully
exercisable over periods ranging from one to four years. Options granted are generally are exercisable for up to 10 years. The Company began granting restricted stock units ("RSUs") to its
employees in November 2010. RSUs typically vest and become exercisable annually, based on a one to four year total vesting term.

Under
the 1999 Stock Plan (the "Plan"), which expired in May 2009, there were no shares of common stock reserved for issuance under the Plan as of December 31, 2010. During fiscal
year 2006 and through June 30, 2009, the Board of Directors increased the number of shares of common stock authorized for issuance under the Plan by an additional 2,568,000. The ISOs were
granted at a price per share not less than the fair market value at the date of grant. The NSOs were granted at a price per share not less than 85% of the fair market value at the date of grant.
Options granted under the

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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

10. Stockholders' Equity (Continued)

Plan
typically vest and become fully exercisable over periods ranging from one to four years. Options granted generally were exercisable up to 10 years. Certain option holders were allowed to
exercise unvested options to acquire restricted shares. Upon termination of service, the Company has the right to repurchase at the original purchase price any unvested (but issued) common shares.
Common shares purchased under the Plan were subject to certain restrictions, including the right of first refusal by the Company for sale or transfer of these shares to outside parties. The Company's
right of first refusal terminated upon completion of the initial public offering of common stock.

Under
the Plan, the Company granted 342,574 performance-based stock options to two executives. The first option was granted in November 2005 for 244,974 shares at an exercise price of
$1.50 per share. The second option was granted in July 2006 for 97,600 shares at an exercise price of $1.50 per share. Beginning January 1, 2006, the Company accounted for these stock options
as a fixed award in
accordance with Topic 718. The grant-date fair value for the first option, based on the Black-Scholes valuation model (using a 50% volatility factor, 6.11 years estimated life of
the option, exercise price of $1.50, 0% dividend yield and 4.57% risk-free interest rate) was $380,000. The fair value is to be amortized over the period during which management has
estimated the performance metrics will be achieved. For the first option, stock-based compensation expense in the amount of ($43,000), $68,000 and $71,000 was recognized in the years ended
December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010, there was no expectation of achievement of one of the performance metrics associated with the first option. As
such, all prior expense associated with this one performance metric, in the amount of $58,000, was reversed during the first quarter of 2010 and no additional expense related to this performance
metric has been recognized during 2010. The grant-date fair value for the second option, based on the Black-Scholes valuation model (using a 50% volatility factor, 6.26 estimated life of
the option, exercise price of $1.50, 0% dividend yield and 5.05% risk-free interest rate) was $255,000. The fair value is to be amortized over the period during which management has
estimated the performance metrics will be achieved by. For the second option, stock-based compensation expense in the amount of $0, ($158,000) and $48,000 was recognized in the years ended
December 31, 2010, 2009 and 2008, respectively. As of December 31, 2009, there was no expectation of achievement of the performance metrics associated with the second option. As such,
all prior expense associated with the second option, in the amount of $184,000, was reversed during the fourth quarter of 2009 and no additional expense has been recognized during 2010.

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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

10. Stockholders' Equity (Continued)

A
summary of the Company's stock option activity follows:

Weighted
Average
Remaining
Contractual
Term
(In Years)Options OutstandingNumber of
Shares

Weighted Average
Exercise Price

Aggregate
Intrinsic
ValueOutstandingJanuary 1, 2008


1,997,239

$
6.74Granted (weighted average fair value of $6.38)


561,848


8.59Exercised


(57,178
)

1.85Canceled or expired


(84,059
)

6.03OutstandingDecember 31, 2008


2,417,850

$
7.31Granted (weighted average fair value of $13.66)


150,979


26.31Exercised


(246,554
)

4.03Canceled or expired


(34,614
)

11.07Balance, December 31, 2009


2,287,661

$
8.84Granted (weighted average fair value of $16.86)


1,055,948


32.70Exercised


(855,049
)

5.96Canceled or expired


(55,199
)

14.36Balance, December 31, 2010


2,433,361

$
20.09


7.64

$
122,655,000Available for grantDecember 31, 2010


936,008Options vested and expected to vest as of December 31, 2010


2,319,321

$
20.15


7.64

$
116,757,000Options Exercisable as of December 31, 2010


729,618

$
12.60


6.43

$
42,233,000


The
Company has computed the aggregate intrinsic value amounts disclosed in the above table based on the difference between the original exercise price of the options and the fair value
of the Company's common stock of $70.48 at December 31, 2010. The aggregate intrinsic value of awards exercised during the year ended December 31, 2010, 2009 and 2008 was $55,171,000,
$5,204,000 and $502,000, respectively.

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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

10. Stockholders' Equity (Continued)

The options outstanding and exercisable as of December 31, 2010 have been segregated into ranges for additional disclosure as follows:

Options Outstanding

Options Vested and
ExercisableExercise Price

Number
Outstanding

Weighted
Average
Remaining
Contractual
Life (Years)

Weighted
Average
Exercise
Price

Number
Exercisable

Weighted
Average
Exercise
Price$  0.10 - $  1.50


302,304


5.01

$
1.43


78,963

$
1.22$  1.50 - $  4.88


302,320


6.10


4.88


203,767


4.88$  4.88 - $  7.75


309,688


7.14


7.36


142,987


7.30$  7.75 - $23.38


367,016


6.75


21.01


279,602


22.39$23.38 - 24.97


703,600


9.05


24.97





$24.97 - $38.95


214,431


8.91


29.52


20,119


27.45$38.95 - $70.87


234,002


9.66


55.89


4,180


59.00Total


2,433,361


7.64

$
20.09


729,618

$
12.60


As
of December 31, 2010, total unrecognized compensation costs, adjusted for estimated forfeitures, related to non-vested stock options was $12,599,000, which is
expected to be recognized over the next two years.

Restricted Stock Units

The Company began granting RSUs to its employees in November 2010. The cost of RSUs is determined using the fair value of the Company's
common stock on the date of grant. RSUs typically vest and become exercisable annually, based on a one to four year total vesting term. Stock-based compensation expense is amortized on a
straight-line basis over the requisite service period.

Restricted Stock Unit Activity

A summary of the Company's RSU activity for the twelve months ended December 31, 2010, is as follows (share numbers in
thousands):

Outstanding
Number of
Shares

Weighted Average
Remaining
Contractual Term
(In Years)

Aggregate
Intrinsic
ValueOutstandingJanuary 1, 2010


Granted


21,830Vested


Cancelled


(620
)OutstandingDecember 31, 2010


21,210


1.59

$
1,495,000


The
Company recorded stock-based compensation expense related to RSUs of $140,000 for the year ended December 31, 2010.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

10. Stockholders' Equity (Continued)

As
of December 31, 2010, total unrecognized compensation costs, adjusted for estimated forfeitures, related to non-vested RSUs was $1,239,000, which is expected to be
recognized over the next two years.

Warrants

In connection with an equipment lease agreement, during 2000 and 1999, the lessor received four warrants from the Company to purchase
shares of convertible preferred stock. During 2003, all of these outstanding warrants were converted into common stock warrants to purchase 6,315, 1,094, 41,056 and 41,362 shares of the Company's
common stock, at prices of $9.63, $11.63, $3.00 and $9.63 per share, respectively. In June 2009, all four warrants were net exercised in full using a cashless exercise feature, for 69,116 shares of
common stock.

During
June 2003, in connection with a past financing agreement, the Company issued a warrant to purchase 88,691 shares of Series A convertible preferred stock with an exercise
price of $1.00 per share. In connection with the Company's initial public offering, the warrant was converted into a warrant to purchase 88,691 shares of common stock. In October 2009, the warrant was
net exercised in full using a cashless exercise feature, for 85,483 shares of common stock.

In
March 2007, the Company issued a warrant to purchase 3,541 shares of common stock at an exercise price of $4.88 per share to a contractor. Upon the completion of the Company's initial
public offering, this warrant expired unexercised.

11. Income Taxes

The Company accounts for income taxes under the asset and liability method provided by Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and income tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

The
Company's geographical breakdown of its income before provision for income taxes is as follows:

Year Ended December 31,2010

2009

2008Domestic

$
18,967,000

$
9,957,000

$
603,000Foreign


(808,000
)

(927,000
)

491,000Income before provision for income taxes

$
18,159,000

$
9,030,000

$
1,094,000


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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

11. Income Taxes (Continued)

The
Company's provisions for income taxes are as follows:

Year Ended December 31,2010

2009

2008Current Tax Expense:Federal

$
8,737,000

$
1,563,000

$
161,000State


788,000


777,000


400,000Foreign


61,000


(26,000
)

273,000Total Current Tax Expense


9,586,000


2,314,000


834,000Deferred Tax Expense:Federal


(4,739,000
)

1,685,000


1,496,000State


(653,000
)

(36,000
)

(212,000
)Foreign


(114,000
)




Total Deferred Tax Expense


(5,506,000
)

1,649,000


1,284,000Total Income Tax Provision

$
4,080,000

$
3,963,000

$
2,118,000


The
difference between the Company's effective rate and the federal statutory rate was as follows:

Year Ended December 31,2010

2009

2008Tax at federal statutory rate


35.0
%

34.0
%

34.0
%State tax, net of federal benefit


5.3
%

5.4
%

11.2
%Foreign rate differential


(0.9
)%




1.4
%Stock-based compensation


3.1
%

8.6
%

98.4
%Disqualifying dispositions


(4.1
)%

(2.5
)%

Research and development credits


(9.6
)%




California Enterprise Zone tax credit


(4.1
)%




Domestic Manufacturing Deduction


(2.9
)%




Agreement with tax authority on prior years' item


(3.6
)%




Other


4.3
%

(0.7
)%

32.2
%Valuation allowance





(0.9
)%

16.7
%Effective tax rate


22.5
%

43.9
%

193.9
%


As
of December 31, 2010 and 2009 the Company had net deferred tax assets before valuation allowance of approximately $10,177,000 and $8,874,000, respectively. Realization of the
deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Management evaluates the recoverability of deferred tax assets and the amount of the
valuation allowance required. The Company's valuation allowance increased by approximately $48,000 and $2,039,000 during the years ended December 31, 2010 and 2009, respectively.

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Table of Contents

OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

11. Income Taxes (Continued)

The
components of the Company's net deferred tax assets for federal and state income taxes at December 31 are as follows:

2010

2009Deferred tax assets:Net operating loss carryforwards

$
5,892,000

$
3,730,000Deferred revenue


1,351,000


1,609,000Dining rewards points


4,568,000


3,091,000Accruals and reserves not currently deductible


4,660,000


1,739,000Tax credits


1,037,000


703,000Other


483,000


(1,000
)Total deferred tax assets


17,991,000


10,871,000Deferred tax liabilities:Basis difference in fixed assets


(6,972,000
)

(1,605,000
)State taxes


(842,000
)

(392,000
)Total deferred tax liabilities


(7,814,000
)

(1,997,000
)Net deferred tax assets before valuation allowance


10,177,000


8,874,000Valuation allowance


(2,400,000
)

(2,352,000
)Net deferred tax asset

$
7,777,000

$
6,522,000


In
connection with the acquisition of toptable in the fourth quarter of fiscal year 2010, the Company recorded current deferred tax assets of $1,359,000 and long-term
deferred tax liabilities of $5,764,000 with a corresponding adjustment to goodwill. These deferred tax items were primarily related to the acquired intangible assets, fixed assets, accounts
receivable, accrued expenses and tax attributes of toptable.

At
December 31, 2010, the Company had federal and state net operating loss carryforwards of approximately $5,565,000 and $5,802,000, respectively. In addition, the Company had tax
benefits of approximately $10,460,000 arising from stock option deductions which will be credited to equity upon realization. The federal net operating losses will begin to expire in 2020. The state
net operating losses will begin to expire in 2014. Utilization of the net operating loss carryforwards are subject to annual limitation due to the ownership change limitations provided by the Internal
Revenue Code of 1986, as amended and similar state provisions. The Company has $14,562,000 in unrecognized tax benefits related to limitations on its net operating loss carryforwards. Applicable
limitations have been incorporated and certain net operating losses will not be available. As of December 31, 2010, it was considered more likely than not that the Company's deferred tax assets
would be realized with the exception of certain United Kingdom net operating losses of approximately $8,016,000 with indefinite life and $156,000 foreign tax credit carryovers which begin to expire in
2018, as the Company cannot forecast sufficient future taxable income or foreign source income to realize these deferred tax assets. The valuation allowance of approximately $2,400,000 as of
December 31, 2010 will result in an income
tax benefit if and when the Company concludes it is more likely than not that the related deferred tax assets will be realized.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

11. Income Taxes (Continued)

Any
net undistributed earnings of the Company's foreign subsidiaries are generally considered to be indefinitely reinvested, and accordingly, no provision for U.S. income taxes has been
provided thereon. Determination of the unrecognized deferred tax liability is not currently practical and the amount is not expected to be material.

A
reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the twelve month periods ending December 31, 2010, 2009 and 2008 is as follows:

2010

2009

2008Balance of unrecognized tax benefits at January 1

$
14,963,000

$
15,020,000

$
14,879,000Additions for tax positions related to current year


424,000





Additions for tax positions related to prior year


2,864,000





141,000Reductions for tax positions of prior years


(666,000
)

(57,000
)

Balance of unrecognized tax benefits at December 31

$
17,585,000

$
14,963,000

$
15,020,000


In
the event that certain unrecognized tax benefits are recognized, the effective tax rate will be affected. Approximately $16,471,000 and $14,270,000 of unrecognized tax benefit would
impact the effective tax rate at December 31, 2010 and 2009, respectively, if recognized. The Company's policy is to classify interest accrued or penalties related to unrecognized tax benefits
as a component of income tax expense. The Company accrued approximately $124,000 and $32,000 of interest and penalties related to estimated obligations based upon the tax positions taken in its tax
returns at December 31, 2010 and 2009, respectively.

All
tax years remain open to examination by major taxing jurisdictions to which the Company is subject. The Company files a federal and many state returns. The Company does not
anticipate significant changes to its uncertain tax positions through the next fiscal year.

12. Employee Benefit Plan

In 1999, the Company adopted a defined contribution plan that is intended to qualify under section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement
benefits for eligible employees. The 401(k) plan stipulates that eligible employees may elect to contribute to it upon date of hire. The Company began matching employee contributions under the terms
of the 401(k) plan in 2007. Matching contributions totaled $130,000, $101,000 and $99,000 for the years ended December 31, 2010, 2009 and 2008, respectively.

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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

13. Segment Information

The Company has concluded that it operates in one industryonline reservations and guest management solutions. The Company has two reportable segments: North America and
International, as defined by Topic 280Segment Reporting. Reportable segments have been identified based on how management makes operating decisions, assesses performance and allocates
resources. The chief executive officer acts as the chief operating decision maker on behalf of both segments. The Company does not allocate assets discretely by reportable segments, and reviews asset
information on a global basis, not by segment.

Summarized
financial information concerning the reportable segments is as follows:

North America
Segment(1)

International
Segment

Total ConsolidatedYear ended December 31, 2010Revenuessubscription

$
38,711,000

$
4,414,000

$
43,125,000Revenuesreservations


43,920,000


3,600,000


47,520,000Revenuesinstallation and other


7,477,000


869,000


8,346,000Income (loss) from operations


26,039,000


(8,121,000
)

17,918,000Interest income


216,000





216,000Depreciation and amortization expense


6,036,000


1,532,000


7,568,000Purchases of property, equipment and software


8,266,000


1,061,000


9,327,000Year ended December 31, 2009Revenuessubscription

$
32,739,000

$
3,115,000

$
35,854,000Revenuesreservations


28,828,000


609,000


29,437,000Revenuesinstallation and other


3,184,000


121,000


3,305,000Income (loss) from operations


14,591,000


(5,907,000
)

8,684,000Interest income


351,000





351,000Depreciation and amortization expense


4,752,000


476,000


5,228,000Purchases of property, equipment and software


5,397,000


599,000


5,996,000Year ended December 31, 2008Revenuessubscription

$
28,003,000

$
2,290,000

$
30,293,000Revenuesreservations


22,745,000


390,000


23,135,000Revenuesinstallation and other


2,317,000


99,000


2,416,000Income (loss) from operations


9,088,000


(8,462,000
)

626,000Interest income


534,000


11,000


545,000Depreciation and amortization expense


4,026,000


350,000


4,376,000Purchases of property, equipment and software


6,301,000


902,000


7,203,000


(1)A
significant majority of the Company's "Technology" costs are incurred in the United States and as such are allocated to the North America segment. There
are no internal revenue transactions between the Company's reporting segments.


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OPENTABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

13. Segment Information (Continued)




Geographical Information

The Company is domiciled in the United States and has international operations in Canada, Germany, Japan, Mexico and the United
Kingdom. Information regarding the Company's operations by geographic area is presented below:

Years Ended December 31,2010

2009

2008Revenues:United States

$
84,805,000

$
61,300,000

$
50,296,000Internationalall other


14,186,000


7,296,000


5,548,000Total revenues

$
98,991,000

$
68,596,000

$
55,844,000Long-lived assets(1):United States

$
12,034,000

$
9,872,000

$
10,619,000Internationalall others


2,944,000


2,022,000


1,877,000Total long-lived assets

$
14,978,000

$
11,894,000

$
12,496,000


(1)Includes
all non-current assets except deferred tax assets, goodwill and intangible assets.


The
Company has no customers that individually, or in the aggregate, exceed 10% of revenues or accounts receivable as of and for any of the period presented above.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures as of December 31, 2010. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding
required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and
management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and
procedures as of December 31, 2010, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the
reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management
assessed our internal control over financial reporting as of December 31, 2010. Management based its assessment on criteria established in Internal ControlIntegrated Frameworkissued by the
Committee of Sponsoring Organizations of the Treadway Commission.

Based
on our assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2010. The certifications of our principal
executive officer and principal financial officer attached as Exhibits 31.1 and 31.2 to this report include, in paragraph 4 of such certifications, information concerning our disclosure
controls and procedures and internal controls over financial reporting.

We
have excluded from our evaluation the internal control over financial reporting of Toptable Holdings Limited, which we acquired on October 1, 2010, as discussed in
Note 3 to the Consolidated Financial Statements included elsewhere in this Annual Report. Total revenues subject to Toptable Holdings Limited's internal control over financial reporting
represented 3% of our consolidated total revenues for the year ended December 31, 2010. Total assets subject to Toptable Holdings Limited's internal control over financial reporting represented
41% of our consolidated total assets as of December 31, 2010.

Deloitte &
Touche LLP, an independent registered public accounting firm, has issued a report on our internal control over financial reporting, which is included below.

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Changes in Internal Control over Financial Reporting

Except as noted above, there was no change in our internal control over financial reporting identified in connection with the
evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2010 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures
and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that
breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent
limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
OpenTable, Inc.
San Francisco, California

We
have audited the internal control over financial reporting of OpenTable, Inc. and subsidiaries (collectively, the "Company") as of December 31, 2010, based on criteria
established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. As
described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Toptable Holdings Limited, which
was acquired on October 1, 2010 and whose financial statements constitute 41% of total assets and 3% of revenues of the consolidated financial statement amounts as of and for the year ended
December 31, 2010. Accordingly, our audit did not include the internal
control over financial reporting at Toptable Holdings Limited. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or
persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

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We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year
ended December 31, 2010 of the Company and our report dated March 9, 2011 expressed an unqualified opinion on those financial statements.

/s/
DELOITTE & TOUCHE LLP

San
Jose, California
March 9, 2011

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ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange
Commission in connection with our 2011 annual meeting of stockholders (the "Proxy Statement"), which is expected to be filed not later than 120 days after the end of our fiscal year ended
December 31, 2010, and is incorporated in this report by reference.

We
have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial
officer. The Code of Business Conduct and Ethics is posted on our website at http://investors.opentable.com/governance.cfm.

We
intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Business
Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of The NASDAQ Stock Market, by filing a
Current Report on Form 8-K with the SEC, disclosing such information.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information, if any, required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)  Financial
Statements

The
following are included in Item 8:



(a)(2)  Financial
Statement Schedule

All
schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(a)(3)  Exhibits

See
Item 15(b) below. Each management contract or compensatory plan or arrangement required to be filed has been identified.

(b)   Exhibits

Exhibit No.

Description of Exhibit2.1
(1)
Share Purchase Agreement, dated September 15, 2010, among OpenTable UK Holdings Limited, OpenTable, Inc. and the shareholders of Toptable Holdings Limited.3.1
(2)
Amended and Restated Certificate of Incorporation of OpenTable, Inc.3.2
(3)
Amended and Restated Bylaws of OpenTable, Inc.4.1
(4)
Form of OpenTable, Inc.'s Common Stock Certificate.4.2
(5)
Amended and Restated Investor Rights Agreement, by and between OpenTable, Inc. and the investors listed on Exhibit A thereto, dated October 28, 2004.10.1
(5)*
OpenTable, Inc. 1999 Stock Plan.10.2
(4)*
OpenTable, Inc. 2009 Equity Incentive Award Plan.10.3
(4)*
Form of Indemnification Agreement made by and between OpenTable, Inc. and each of its directors, officers and some employees.10.4
(5)*
Amended and Restated Offer Letter, between OpenTable, Inc. and Jeffrey Jordan, dated October 15, 2008.10.5
(5)*
Offer Letter, between OpenTable, Inc. and Matthew Roberts, dated June 16, 2005.10.6
(5)*
Offer Letter, between OpenTable, Inc. and Joel Brown, dated November 7, 2001.10.7
(5)*
Offer Letter, between OpenTable, Inc. and Michael Dodson, dated March 2, 2002.


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Exhibit No.

Description of Exhibit10.8
(5)*
Offer Letter, between OpenTable, Inc. and Charlie McCullough, dated September 8, 2003.10.9
(5)
Loan and Security Agreement, between Comerica Bank and OpenTable, Inc., dated July 30, 2007, as amended September 18, 2008.10.10
(6)
Office Lease, by and between OpenTable, Inc. and CFRI Market Street Corp., dated March 29, 2007, as amended May 22, 2008.10.11
(4)
OpenTable, Inc. Independent Director Equity Compensation Policy.10.12
(7)
Second Amendment to Loan and Security Agreement, dated as of June 23, 2009, by and between Comerica Bank and OpenTable, Inc.10.13
(8)
Purchase Agreement, dated September 22, 2009, by and among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative for the several underwriters, and the Selling
Stockholders.10.14
(9)
Third Amendment to Loan and Security Agreement, dated as of July 19, 2010, by and between Comerica Bank and OpenTable, Inc.10.15
(10)*
2009 Equity Incentive Award Plan Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement.10.16
(11)*
2009 Equity Incentive Award Plan Form of Stock Option Grant Notice and Stock Option Agreement.21.1

List of subsidiaries.23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm.24.1

Power of Attorney (included on signature page to this Annual Report on Form 10-K).31.1

Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(1)Incorporated
by reference to Exhibit 2.1 to OpenTable, Inc.'s Form 8-K filed on September 16, 2010.(2)Incorporated
by reference to Exhibit 3.3 to OpenTable, Inc.'s Amendment No. 4 to Registration Statement on Form S-1
(SEC File No. 333-157034) filed on May 6, 2009.(3)Incorporated
by reference to Exhibit 3.5 to OpenTable, Inc.'s Amendment No. 4 to Registration Statement on Form S-1
(SEC File No. 333-157034) filed on May 6, 2009.(4)Incorporated
by reference to the same numbered exhibit to OpenTable, Inc.'s Amendment No. 4 to Registration Statement on
Form S-1 (SEC File No. 333-157034) filed on May 6, 2009.


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(5)Incorporated
by reference to the same numbered exhibit to OpenTable, Inc.'s Registration Statement on Form S-1 (SEC File
No. 333-157034) filed on January 30, 2009.(6)Incorporated
by reference to the same numbered exhibit to OpenTable, Inc.'s Amendment No. 1 to Registration Statement on
Form S-1 (SEC File No. 333-157034) filed on March 13, 2009.(7)Incorporated
by reference to Exhibit 10.1 to OpenTable, Inc.'s Form 8-K filed on June 24, 2009.(8)Incorporated
by reference to Exhibit 1.1 to OpenTable, Inc.'s Form 8-K filed on September 23, 2009.(9)Incorporated
by reference to Exhibit 10.1 to OpenTable, Inc.'s Form 10-Q filed on August 5, 2010.(10)Incorporated
by reference to Exhibit 10.1 to OpenTable, Inc.'s Form 10-Q filed on November 5, 2010.(11)Incorporated
by reference to Exhibit 10.2 to OpenTable, Inc.'s Form 10-Q filed on November 5, 2010.*Indicates
management contract or compensatory plan, contract or arrangement.


(c)   Financial
Statement Schedules

Schedules
have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, as of March 9, 2011.

OPENTABLE, INC.By:

/s/ JEFFREY JORDAN Jeffrey Jordan Chief Executive Officer


POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Jeffrey Jordan and Matthew Roberts, and each of
them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her
name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on
Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as of
March 9, 2011.

Signature

Title

Date/s/ JEFFREY JORDAN Jeffrey Jordan

Chief Executive Officer and Director (principal executive officer)

March 9, 2011/s/ MATTHEW ROBERTS Matthew Roberts

Chief Financial Officer (principal financial and accounting officer)

March 9, 2011/s/ A. GEORGE"SKIP" BATTLE A. George "Skip" Battle

Director

March 9, 2011/s/ J. WILLIAM GURLEY J. William Gurley

Director

March 9, 2011/s/ THOMAS H. LAYTON Thomas H. Layton

Director

March 9, 2011


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Signature

Title

Date/s/ DANNY MEYER Danny Meyer

Director

March 9, 2011/s/ MICHELLE PELUSO Michelle Peluso

Director

March 9, 2011/s/ PAUL PRESSLER Paul Pressler

Director

March 9, 2011


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EXHIBIT INDEX

Exhibit No.

Description of Exhibit2.1
(1)
Share Purchase Agreement, dated September 15, 2010, among OpenTable UK Holdings Limited, OpenTable, Inc. and the shareholders of Toptable Holdings Limited.3.1
(2)
Amended and Restated Certificate of Incorporation of OpenTable, Inc.3.2
(3)
Amended and Restated Bylaws of OpenTable, Inc.4.1
(4)
Form of OpenTable, Inc.'s Common Stock Certificate.4.2
(5)
Amended and Restated Investor Rights Agreement, by and between OpenTable, Inc. and the investors listed on Exhibit A thereto, dated October 28, 2004.10.1
(5)*
OpenTable, Inc. 1999 Stock Plan.10.2
(4)*
OpenTable, Inc. 2009 Equity Incentive Award Plan.10.3
(4)*
Form of Indemnification Agreement made by and between OpenTable, Inc. and each of its directors, officers and some employees.10.4
(5)*
Amended and Restated Offer Letter, between OpenTable, Inc. and Jeffrey Jordan, dated October 15, 2008.10.5
(5)*
Offer Letter, between OpenTable, Inc. and Matthew Roberts, dated June 16, 2005.10.6
(5)*
Offer Letter, between OpenTable, Inc. and Joel Brown, dated November 7, 2001.10.7
(5)*
Offer Letter, between OpenTable, Inc. and Michael Dodson, dated March 2, 2002.10.8
(5)*
Offer Letter, between OpenTable, Inc. and Charlie McCullough, dated September 8, 2003.10.9
(5)
Loan and Security Agreement, between Comerica Bank and OpenTable, Inc., dated July 30, 2007, as amended September 18, 2008.10.10
(6)
Office Lease, by and between OpenTable, Inc. and CFRI Market Street Corp., dated March 29, 2007, as amended May 22, 2008.10.11
(4)
OpenTable, Inc. Independent Director Equity Compensation Policy.10.12
(7)
Second Amendment to Loan and Security Agreement, dated as of June 23, 2009, by and between Comerica Bank and OpenTable, Inc.10.13
(8)
Purchase Agreement, dated September 22, 2009, by and among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative for the several underwriters, and the Selling
Stockholders.10.14
(9)
Third Amendment to Loan and Security Agreement, dated as of July 19, 2010, by and between Comerica Bank and OpenTable, Inc.10.15
(10)*
2009 Equity Incentive Award Plan Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement.10.16
(11)*
2009 Equity Incentive Award Plan Form of Stock Option Grant Notice and Stock Option Agreement.21.1

List of subsidiaries.23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm.


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Exhibit No.

Description of Exhibit24.1

Power of Attorney (included on signature page to this Annual Report on Form 10-K).31.1

Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(1)Incorporated
by reference to Exhibit 2.1 to OpenTable, Inc.'s Form 8-K filed on September 16, 2010.(2)Incorporated
by reference to Exhibit 3.3 to OpenTable, Inc.'s Amendment No. 4 to Registration Statement on Form S-1
(SEC File No. 333-157034) filed on May 6, 2009.(3)Incorporated
by reference to Exhibit 3.5 to OpenTable, Inc.'s Amendment No. 4 to Registration Statement on Form S-1
(SEC File No. 333-157034) filed on May 6, 2009.(4)Incorporated
by reference to the same numbered exhibit to OpenTable, Inc.'s Amendment No. 4 to Registration Statement on
Form S-1 (SEC File No. 333-157034) filed on May 6, 2009.(5)Incorporated
by reference to the same numbered exhibit to OpenTable, Inc.'s Registration Statement on Form S-1 (SEC File
No. 333-157034) filed on January 30, 2009.(6)Incorporated
by reference to the same numbered exhibit to OpenTable, Inc.'s Amendment No. 1 to Registration Statement on
Form S-1 (SEC File No. 333-157034) filed on March 13, 2009.(7)Incorporated
by reference to Exhibit 10.1 to OpenTable, Inc.'s Form 8-K filed on June 24, 2009.(8)Incorporated
by reference to Exhibit 1.1 to OpenTable, Inc.'s Form 8-K filed on September 23, 2009.(9)Incorporated
by reference to Exhibit 10.1 to OpenTable, Inc.'s Form 10-Q filed on August 5, 2010.(10)Incorporated
by reference to Exhibit 10.1 to OpenTable, Inc.'s Form 10-Q filed on November 5, 2010.(11)Incorporated
by reference to Exhibit 10.2 to OpenTable, Inc.'s Form 10-Q filed on November 5, 2010.*Indicates
management contract or compensatory plan, contract or arrangement.


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