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

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FORM 10-K

|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2007                  
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the Transition Period
from                             to
|Commission File Number 000-30093                             

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Websense, Inc.(Exact name of registrant as specified in its charter)

|Delaware                                                                                                                                   |  | 51-0380839                             
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------
|(State or other jurisdiction of
incorporation or organization)                                                                             |  | (I.R.S. Employer
Identification Number)
|10240 Sorrento Valley Road
San Diego, California 92121
858-320-8000(Address of principal executive offices, zip code and telephone number)

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

|Title of Each Class           |  | Name of Each Exchange on Which Registered
|----------------------------- |  | -----------------------------------------
|Common stock, $0.01 par value |  | NASDAQ Global Select Market              

Securities
registered pursuant to Section 12(g) of the Act:None

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
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 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. o

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 ý

Accelerated filer o

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 the Rule 12b-2 of the
Act): Yes o    No ý

The aggregate market value of the voting stock held by non-affiliates of the registrant, as of June 30, 2007 was approximately
$954 million (based on the closing price for shares of the registrant's Common Stock as reported by the Nasdaq Global Select Market for that date). Shares of Common Stock held by each officer,
director and holder of 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed affiliates. Exclusion of shares held by any person should not be construed to
indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant, or that such person is controlled by or under common
control with the registrant.

The
number of shares outstanding of the registrant's Common Stock, $.01 par value, as of February 15, 2008 was 45,434,245.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held June 4, 2008 are
incorporated by reference into Part III. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the
registrant's fiscal year ended December 31, 2007.

Certain
exhibits filed with the registrant's prior registration statements, periodic reports on form 8-K, forms 10-K and
forms 10-Q are incorporated herein by reference into Part IV of this Report.



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Websense, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2007

TABLE OF CONTENTS

|         |          |            |                                                                                                                  | Page
|-------- | -------- | ---------- | ---------------------------------------------------------------------------------------------------------------- | ----
|Part I   |          |            |                                                                                                                  |     
|         | Item 1.  |            | Business                                                                                                         |     
|         | Item 1A. |            | Risk Factors                                                                                                     |     
|         | Item 1B. |            | Unresolved Staff Comments                                                                                        |     
|         | Item 2.  |            | Properties                                                                                                       |     
|         | Item 3.  |            | Legal Proceedings                                                                                                |     
|         | Item 4.  |            | Submission of Matters to a Vote of Security Holders                                                              |     
|Part II  |          |            |                                                                                                                  |     
|         | Item 5.  |            | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |     
|         | Item 6.  |            | Selected Financial Data                                                                                          |     
|         | Item 7.  |            | Management's Discussion and Analysis of Financial Condition and Results of Operations                            |     
|         | Item 7A. |            | Quantitative and Qualitative Disclosures About Market Risk                                                       |     
|         | Item 8.  |            | Financial Statements and Supplementary Data                                                                      |     
|         | Item 9.  |            | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |     
|         | Item 9A. |            | Controls and Procedures                                                                                          |     
|         | Item 9B. |            | Other Information                                                                                                |     
|Part III |          |            |                                                                                                                  |     
|         | Item 10. |            | Directors, Executive Officers and Corporate Governance                                                           |     
|         | Item 11. |            | Executive Compensation                                                                                           |     
|         | Item 12. |            | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |     
|         | Item 13. |            | Certain Relationships and Related Transactions and Director Independence                                         |     
|         | Item 14. |            | Principal Accountant Fees and Services                                                                           |     
|Part IV  |          |            |                                                                                                                  |     
|         | Item 15. |            | Exhibits, Financial Statements and Schedules                                                                     |     
|         |          | Signatures |                                                                                                                  | 90  

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PART I

Forward-Looking Statements

This report on Form 10-K may contain "forward-looking statements" within the meaning of the federal securities laws made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which represent our expectations or beliefs concerning various future events, may contain words such as
"may," "will," "expects," "anticipates," "intends," "plans," "believes," "estimates," or other words indicating future results. Such statements may include but are not limited to statements concerning
the following:



These
forward-looking statements are subject to risks and uncertainties, including those risks and uncertainties described herein under Part I, Item 1A "Risk Factors",
which could cause actual results to differ materially from those anticipated as of the date of this report. We assume no obligation to update any forward-looking statements to reflect events or
circumstances arising after the date of this report.

Item 1.    Business

Overview

We are a leading provider of Web security and data loss prevention (DLP) solutions, providing products and services that protect organizations' employees and
critical business data from external Web-based and email-based attacks, and from internal employee-generated threats such as an employee error and malfeasance. Our customers use our
software products to provide a secure and productive computing environment for employees, business partners and customers. We offer a portfolio of Web security, data loss prevention and email and
messaging security software that allow organizations to:



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Collectively,
these software products secure an organization's confidential data and increase the productivity of its employees so they can safely conduct business electronically with
partners and over the Internet. Fundamental to our products are:



Our
databases of Web sites, Internet protocols and applications are continuously updated using a proprietary process of automatic content discovery, assessment and classification, with
manual verification. Our systems scan more than 600 million Web sites and 300 million emails weekly for new Web-based and email-based threats. Additionally, our experience
with the characteristics, behavior and reputations of malicious Web sites and malicious applications allows us to dynamically classify uncategorized Web sites and threats as they emerge. Our Web
filtering policy enforcement software works in conjunction with these databases to allow organizations to define their usage policies, consistent with their unique requirements and corporate culture.
Our data loss prevention software relies on a similar process of content discovery, assessment and classification, applied to an organization's internal information and combined with policy
enforcement software.

Over
the past 14 years, Websense has evolved from a reseller of computer security products to a leading provider of content security software solutions, including Web security,
email and messaging security and data loss prevention solutions. Our first Web filtering software product was released in 1996 and prevented access to inappropriate Web content. Since then, we focused
on adapting our Web filtering capabilities to address changing Internet use patterns in the workplace and the growing incidence of Web-based criminal activity. In January 2007, we entered
the emerging market for data loss prevention and acquired PortAuthority Technologies, Inc. (PortAuthority), our technology development partner for DLP solutions. In October 2007, we acquired
SurfControl plc (SurfControl), a leading provider of Web and email security software solutions, which expanded our product portfolio to include email security software and hosted Web and email
security solutions.

We
derive the majority of our revenue from our Web security and email security offerings and expect that a majority of our revenues will continue to come from these products for several
years. The market for data loss prevention solutions is still in the early phases of development, and therefore will only comprise a small percentage of our revenues in 2008.

We
operate in one industry segment, as defined by U.S. generally accepted accounting principles.

We
commenced operations in 1994 as NetPartners Internet Solutions, Inc., a reseller of computer security products. In 1999, we changed our name to Websense, Inc. to reflect
the shift in our business focus to a developer of Web filtering solutions. Our principal offices are located at 10240 Sorrento Valley Road, San Diego, California 92121.

Industry Background

As part of their overall business strategies, many organizations use the Internet to enable critical business applications that are accessed over their corporate
networks. Many employees also use their organization's computing resources for recreational "Web surfing," peer-to-peer file sharing, downloading of high-bandwidth
content, instant messaging and other personal matters. However, unmanaged use of corporate computing resources, including Internet access, can result in increased risk and cost to the organization,
including increased security risks, lost employee productivity, increased

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network
bandwidth consumption, and potential legal liability. In recent years, the same activities that made employees efficient and productivedoing research over the Internet, sharing
files and sending instant messages and emails to customers and co-workershave also made IT infrastructures and valuable corporate data vulnerable to external threats such as
mobile malicious code, spyware, viruses, Trojan horses and phishing and pharming exploits.

Additionally,
as organizations create collaborative networks with their customers, suppliers, technology partners and other stakeholders, they increase the amount of confidential and
sensitive data that travels across these networks. Securing this data from internal threats, such as inadequate business process controls, employee error and malfeasance as well as undetected
malicious code, has become a top priority for information technology executives.

Given
the necessity of corporate email and Internet access and the continuing worldwide adoption of the Web as a mass communication, entertainment, information and commerce medium, we
believe there is a significant opportunity for Web security, messaging security and data loss prevention solutions. Although the Web and e-mail are the primary drivers of Internet traffic
today, the rapid emergence of Internet-enabled applications creates the need for software that applies management and security policies to different data types, applications, and protocols, at
multiple points in the information technology infrastructure and across multiple communication technologies. To effectively address the needs of connected organizations in today's Internet-enabled
business environment, software tools implement policy-based security measures that are user, content and
destination aware. In order to protect against external and internal threats, organizations must be able to manage who uses what information as well as where and how the information can be sent or
shared.

Our Products and Services

Our products protect data and users from threats to information security and productivity loss and can be grouped into three segments: Web security, messaging
security and data security. We offer Web security and messaging security products that are available as server-based, on customer-premises software or as hosted, on-demand solutions. Our
data security products are currently available as a server-based solution installed at the customer's site.

Our
Web security products protect from Web-based malicious attacks by blocking access to compromised and malicious Web sites and mitigate the productivity risks associated
with unmanaged Web surfing. Our messaging security products filter unsolicited and unwanted emails (spam) and malicious file attachments. Our data security products protect against the loss of
confidential information due to internal threats, such as inadequate business process controls, employee error and malfeasance or undetected malicious code. Collectively, these products provide
customers with Essential Information Protection, allowing IT administrators to manage who uses what information, where it can go and how.

We
typically sell subscriptions to our products based on the number of seats or devices to be managed. Revenues from sales of subscriptions to Web security solutions and related
add-on products accounted for the majority of our revenues in 2007 and all of our revenues in 2006 and 2005.

Web Security

Our Web security products are based on our policy enforcement software, Websense Enterprise®, which serves as the management and reporting
platform for our Web filtering and Web security products. Our Web security software works in conjunction with our databases of categorized Web sites, protocols and malicious applications to give
business managers the ability to automate the enforcement of highly customized Internet and application use policies for different users and groups within the business. The software allows
organizations to manage employees' use of the Internet by filtering access

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to
Web sites and Internet protocols while providing multiple options for identifying, analyzing and reporting on Internet activity and the risks associated with employee computing.

We
populate our Web filtering and Web security databases using a proprietary process of automatic content assessment and classification, with manual verification. Our systems scan more
than 600 million Web sites and 300 million emails weekly for new Web-based and email-based threats. Additionally, our experience with the characteristics, behavior and
reputations of malicious Web sites allows us to dynamically classify uncategorized sites as they are discovered.

Websense Enterprise.Websense Enterprise enables employers to proactively analyze, report and manage employee access to Web
sites based on the content of the requested Web site. Our software application works in conjunction with a database of more than 30 million Web sites to provide patented flexibility for
managers when customizing, implementing and modifying Internet access policies for various groups, user types and individuals. A graphical interface enables business managers to define the categories
of Web sites to which access will be managed. The filtering software examines each Internet access request, determines the category of the requested Web site and applies the policies that have been
defined by the company. Some examples of management options include:



The
breadth and specificity our of Web site categorization provide flexibility in selecting which types of material should be allowed, blocked or reported. There are currently more than
90 categories in the basic Web filtering product.

Reporting and Analysis.Websense Enterprise includes several reporting modules to meet the information needs of different
management groups.



Deployment Options.Websense Enterprise integrates with an organization's network server, proxy server, switch, router or
firewall and is designed to work in networks of virtually any size and

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configuration.
Websense Enterprise can support everything from small businesses to very large corporations. We currently offer three deployment options:



Websense Web Security Suite.The Websense Web Security Suite combines the functionality and database categories
of the basic Websense Enterprise with the Security Filtering categories and several additional services, including Real Time Security Updates and Websense Web Protection
Services, for a bundled price. The Websense Web Security Suite was created to streamline the purchase process for our customers and simplify the sales process for our value-added
resellers.



Websense Express.Websense Express is our Web security solution for small and medium sized businesses that
require a simple and affordable solution. Websense Express is available to organizations with under 1,000 users and includes both basic Web filtering and Security Filtering, but does not include Real
Time Security Updates or Web Protection Services.

Websense Hosted Web Security.Websense Hosted Web Security is a managed software service that directs a customer's Web site
requests to a centralized server hosted by Websense that provides Web malware protection and granular Web filtering without the need for the customer to maintain an on-site, server-based
solution. The hosted deployment model provides centralized policy management for any type of environment, including those with remote locations, home offices, and mobile laptops. Hosted Web Security
can be deployed as a complete Web filtering and security solution or it can be layered with existing on-premise security to provide additional layers of Web malware protection.

Data Security

Our data security products protect against the loss of confidential information due to internal threats, such as inadequate business process controls, employee
error and malfeasance, and undetected malicious code. We have leveraged our deep knowledge of the Internet and Web-based threats to create integrated policy controls that are
"destination-aware," thereby preventing the transmission of sensitive data to known or suspected malicious Web sites.

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Websense Data Security Suite.Websense Data Security Suite, formerly known as the Websense Content Protection Suite, is based
on the data loss prevention technology we acquired through the purchase of PortAuthority in January 2007. It is an integrated data loss prevention solution that protects against data loss by
identifying and categorizing sensitive or confidential data based on its characteristics, monitoring the movement of sensitive data throughout the network and enforcing pre-determined
usage and movement policies. The Websense Data Security Suite leverages our knowledge of high-risk Web sites to prevent the transfer of sensitive or confidential data to known or suspected
phishing sites.

The
Websense Data Security Suite:



The
Websense Data Security Suite includes built-in policy templates for easy, out-of-the-box policy creation and a sophisticated policy engine to address the most common compliance
requirements for United States federal and state regulations, as well as industry regulations such as the Payment Card Industry Data Security Standard (PCI DSS) and Check 21 Act, Canada's Personal
Information Protection and Electronic Documents Act (PIPEDA) and international government and banking regulations for the European Union, United Kingdom, Israel, South Africa, Australia and Singapore.
These templates are automatically updated as regulations change.

The
Websense Data Security Suite is available in three modules: Websense Data Discover, Websense Data Monitor, and Websense Data Protect.



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Messaging Security

Our messaging security solutions include our on-premise and hosted email filtering solutions to provide protection from spam and viruses, as well as
basic inbound and outbound content filtering that enforces corporate governance policies.

Websense Hosted Email Security.Websense Hosted Email Security is a managed service that directs customer email traffic to a
centralized server hosted by Websense that filters email traffic without the need for the customer to install software on an on-site server in order to protect against viruses, spam, and
phishing before they reach the customers' network. Our service will also encrypt sensitive email before forwarding such email to its destination.

Websense Email Security.Websense Email Security is a server-based software solution that filters outbound and inbound email
traffic to perform content filtering and policy enforcement within an organization. Our email software blocks threats such as spam, phishing, and viruses, and protects confidential data within email
and attachments, providing out-of-the-box compliance and basic data loss prevention.

Other SurfControl Products

Through our acquisition of SurfControl, we acquired certain legacy products for which we do not have long-term plans. The
end-of-sale or end-of-life date for these products varies.

We
continue to sell renewal subscriptions to SurfControl Web Filter and the SurfControl Mobile Filter and anticipate supporting these products through at least December 31, 2011.
We have also enhanced the solutions by supplementing the SurfControl URL database with additional Web filtering and security coverage provided by Websense Security Labs and ThreatSeeker technology. We
no longer accept new subscriptions to these products from customers as of January 8, 2008. In addition, we continue to sell new and renewal subscriptions to SurfControl RiskFilter within China.

For
the products listed below, we accepted new subscriptions and renewals only through January 8, 2008. We no longer sell these legacy SurfControl products:



Additional Websense Services



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Technology Integrations

Websense solutions integrate with a wide variety of information technology platforms. Our objective is for Websense products to be available for virtually any
network environment desired by a customer.

In
2005, we implemented the Websense Web Security Ecosystem, a comprehensive ecosystem of world class security and networking technology providers that enable easy
deployment and integration of Websense solutions in enterprise environments. The Websense Web Security Ecosystem provides interoperability of joint solutions with vendors from leading security and
networking markets, including: network access control, Internet gateways, certified appliance platforms, security event management and identity management.

The
table below lists many of the platforms with which Websense products operate or plan to operate:

|Firewall Solutions:
  Check Point Software
  Cisco PIX
  CP Secure
  Juniper Networks/NetScreen
  Microsoft ISA Server
  SonicWall
Appliance Solutions:
  Blue Coat Systems
  Celestix MSA
  Cisco Systems Content Engine
  Crossbeam Systems C-Series
  Crossbeam Systems X-Series
  Network Engines NS
  Resilience NetSquad
  Stratacache Flyer
Identity Management Solutions:
  HP Open View
  IBM Tivoli
  Microsoft Identity Integration Server
  Novell Nsure
  Sun Microsystems Identity Manager |  | Cache/Proxy Solutions:
  Blue Coat Systems
  Cisco Content Engine
  Citrix Presentation Server
  Inktomi Traffic Server
  Microsoft Proxy Server
  Network Appliance NetCache
  Squid Proxy
  Stratacache Flyer
  Sun ONE Web Proxy Server (formerly iPlanet)
Switch/Router Solutions:
  Cisco Catalyst Switches
  Cisco Routers
  ADTRAN Net Vanta
Security Event Management Solutions:
  Arcsight
  Network Intelligence
Network Access Control Solutions:
  Cisco Network Admission Control
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
2006, PortAuthority formed the DATASEC Alliance, a strategic partnership program designed to bring together best-of-breed products to enable enterprises to
control their sensitive information. These partnerships foster interoperability with complementary technology vendors, allowing customers to deploy comprehensive data protection and compliance
solutions. DATASEC Alliance members include Internet gateway platform vendors, secure messaging/communication vendors, endpoint security solution vendors and security analysis vendors, such as:

| |  | BlueCoat   |  |  |  | Safend         
|- |  | ---------- |  | - |  | ---------------
| |  | Checkpoint |  |  |  | LogLogic       
| |  | FaceTime   |  |  |  | PostX          
| |  | Tumbleweed |  |  |  | PGP Corporation

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Customers

Our more than 50,000 customers range from companies with as few as 10 employees to members of the Global 1,000 and to government agencies and educational
institutions. In total, these customers have subscribed to approximately 43 million seats as of December 31, 2007. Ingram Micro, our broad-line distributor for North America,
accounted for approximately 12% of our revenue during 2007. No customer accounted for more than 10% of our total revenues in 2006 or 2005.

Sales, Marketing and Distribution

Sales.Our sales strategy is to increase sales to new customers and increase the renewal rate on subscriptions to existing
customers by increasing the number and productivity of the resellers and distributors that sell our products. We sell our products and services primarily through indirect channels. For 2007, indirect
channel sales comprised over 90% of total revenues. We expect our revenue will be derived almost entirely from sales through indirect channels, including distributors and value-added resellers that
sell our products to end-users.

We
sell our products in the United States principally through a two-tier distribution system. We sell products to our distributors and our distributors distribute, market and
support our Web security and Web filtering software through approximately 2,000 value added resellers Through joint marketing programs with Websense, our North American broad-line
distributor, Ingram Micro, focuses its efforts on recruiting and servicing resellers focused on selling to small and medium-sized businesses (SMB), and on building awareness and demand within our
existing North America channel partner base. We also sell directly to resellers that specialize in security software. These resellers often build implementation services around our products,
particularly our Data Security Suite.

Internationally,
we sell our products through a multi-tiered distribution network of more than 1,500 distributors and resellers in over 100 countries, who in turn sell our products to
customers located in over 150 countries.

Our
channel sales efforts are coordinated worldwide through a sales team of approximately 250 individuals. Certain customers, who are typically large organizations, from time to time
require that we sell directly to them.

In
2007, we generated 41% of our total revenue from customers outside of the United States. Revenue generated in the United Kingdom represented approximately 11% of our total revenue.
See Note 6 of Notes to the Consolidated Financial Statements for further explanation of our revenue based on geography. Our current international efforts are focused on expanding our indirect
sales channels in Europe, Latin America, Asia/Pacific, and Australia. Our continuing reliance on sales in international markets exposes us to risks attendant to foreign sales. See "Item 1A.
Risk FactorsSales to customers outside the United States have accounted for a significant portion of our revenue, which exposes us to risks inherent in international sales."

Marketing.Our marketing efforts are designed to raise awareness of the potential risks associated with unmanaged use of
corporate computing resources and confidential data, generate qualified sales leads for our channel partners, and increase recognition of Websense as a leading provider of Web security, messaging
security and data loss prevention solutions.

Our
marketing activities are targeted toward business executives, including information technology professionals, chief executives, upper level management and human resources personnel.
We actively manage our public relations programs, communicating directly with technology professionals and the media, in an effort to promote greater awareness of the growing problems caused by
external threats, such as viruses, spyware, phishing sites, and key logging, as well as internal threats such as the loss of confidential data and employee misuse of the Internet and other computing
resources at work.

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We
provide potential customers and channel partners with free trials of our software, typically for 30-day periods. Our marketing initiatives include:



Customer Service, Training and Support

We believe that superior customer support is critical to retaining and expanding our customer base. Our technical support group provides dependable and timely
resolution of customer technical inquiries and is available to customers by telephone, e-mail and over the Web. We also proactively update customers on a variety of topics, including
release dates of new products and updates to existing products.

Our
training services group delivers education, training and pre-sales support to our resellers and customers. We also offer online training to our customers and resellers to
provide them with the knowledge and skills to successfully deploy, use and maintain our products.

Research and Development

We maintain research and development facilities in San Diego and Los Gatos, California; Reading, England; Beijing, China; Sydney, Australia and Ra'anana, Israel.
Our research and development department is divided into several groups, which include content operations, security research, software development, quality and assurance, and documentation. Individuals
in different locations are grouped along product lines and work as part of cross-disciplinary teams designed to provide a framework for defining and addressing the activities required to bring product
concepts and development projects to market successfully.

Competition

The market for our products is fragmented, highly and increasingly competitive, quickly evolving and subject to rapid technological change. Increased competition
and pricing pressures generally could result in reduced sales, reduced renewals and/or seat growth from existing customers, reduced margins or failure of our products to achieve or maintain more
widespread market acceptance. Competitors

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vary
in size and in the scope and breadth of the products and services they offer. Our current principal competitors include:



We
also face current and potential competition in Web filtering and Web security from vendors of Internet servers, operating systems and networking hardware, many of which now, or may in
the future, develop and/or bundle Web filtering, Web security or other competitive products with their offerings. We compete against and expect increased competition from anti-virus
software developers, traditional network management software developers and Web management service providers. In the data loss prevention market, we face competition from anti-virus
software developers, e-mail filtering and security vendors, and providers of other software-based compliance solutions.

We
believe that the principal competitive factors affecting the markets for our products include, but are not limited to:

| |  | performance                  |  |  |  | innovation                       
|- |  | ---------------------------- |  | - |  | ---------------------------------
| |  | quality                      |  |  |  | customer support                 
| |  | introduction of new products |  |  |  | frequency of upgrades and updates
| |  | brand name recognition       |  |  |  | reduction of production costs    
| |  | price                        |  |  |  | manageability of products        
| |  | functionality                |  |  |  | reputation                       

We
believe that we compete effectively against our competitors in each of these areas. However, many of our current and potential competitors, such as Symantec, McAfee, Trend Micro,
Cisco Systems, Google and Microsoft, have significantly greater financial, technical, marketing or other resources. They may have significantly greater name recognition, established marketing and
channel relationships both in the United States and internationally, better access to the SMB market, and access to a larger installed base of customers. In addition, current and potential competitors
have established or may establish cooperative relationships among themselves or with third parties to

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increase
the functionality of their products to address customer needs. Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share.

Intellectual Property Rights

Our intellectual property rights are important to our business. We rely on a combination of trademark, copyright, patent and trade secret laws in the United
States and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology and the Websense brand. We have registered our Websense trademark
in the United States, Japan, the European Union, Canada, Australia, China, Switzerland, Norway, Mexico, Colombia, Argentina, Singapore, South Africa, Taiwan and Turkey. We have also registered the
Websense Enterprise trademark in the United States, Japan, Canada, Australia and China. In addition, we have registrations for other Websense trademarks pending in several other countries. Effective
trademark protection may not be available in every country where our products are available.

We
currently have six patents issued in the United States, three patents issued internationally, 21 patent applications pending in the United States and 45 pending international patent
applications that seek to protect our proprietary database and Web filtering technologies, including issued patents and pending patent applications relating to our flexible filtering management
options and WebCatcher and AppCatcher technologies, and pending patent applications relating to our ThreatSeeker technology. We also have three patents issued in the United States, two patents issued
in an international market, 25 pending patent applications in the United States and 11 pending international patent applications that seek to protect data loss prevention and content distribution,
including our PreciseID digital fingerprinting technology. No assurance can be given that any pending patent applications will result in issued patents.

Our
policy is to enter into confidentiality and invention assignment agreements with all employees and consultants, and nondisclosure agreements with all other parties to whom we
disclose confidential information. These protections, however, may not be adequate to protect our intellectual property rights.

Employees

As of February 15, 2008, we had 1,180 employees. None of our employees are represented by a labor union, and we have never experienced a work stoppage. We
believe that our relations with our employees are good.

Web Site Access to SEC Filings

We maintain an Internet Web site atwww.websense.com. The content of our Web site is not part of this report. We
make available, free of charge, through our Internet Web site our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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Executive Officers

Our executive officers and their ages as of February 15, 2008 are as follows:

Name

Age

Position(s)Gene Hodges

56

Chief Executive OfficerDouglas C. Wride

54

PresidentDudley Mendenhall

53

Sr. Vice President and Chief Financial OfficerJohn McCormack

48

Sr. Vice President, Product DevelopmentMichael A. Newman

38

Sr. Vice President, General Counsel and Secretary


Gene
Hodges has been the Chief Executive Officer of Websense Inc. since January 2006, and was the Company's President from January 2006 to April 2007. He has been a Director of
Websense, Inc. since January 2006. Prior to joining Websense, Mr. Hodges served as President of McAfee, Inc. from November 2001 to January 2006. Mr. Hodges served as
President of the McAfee Product Group from January 2000 to November 2001. From August 1998 to January 2000, he served as Vice President of Security Marketing. Mr. Hodges received a B.A. in
Astronomy from Haverford College and completed the Harvard Advanced Management Program for business executives.

Douglas
C. Wride has been Websense, Inc.'s President since April 2007 and served as Chief Financial Officer and Secretary of Websense from June 1999 until August 2007. From March
1997 to December 1998, Mr. Wride served as Chief Financial Officer of Artios, Inc., a provider of hardware and software design solutions to companies in the packaging industry.
Mr. Wride also served as Chief Operating Officer of Artios from July 1997 to December 1998. From April 1996 to March 1997, Mr. Wride served as Chief Operating Officer and Chief Financial
Officer of NetCount, LLC, a provider of Internet measurement and research services. Mr. Wride is a C.P.A. and received his B.S. in Business/Accounting from the University of Southern
California.

Dudley
Mendenhall joined Websense as Senior Vice President, Chief Financial Officer in August 2007. Prior to joining Websense, from April 2003 to August 2007, Mr. Mendenhall was
Senior Vice President and Chief Financial Officer of K2, Inc., a publicly-traded sporting equipment manufacturer. Prior to joining K2, from March 2001 until March 2003, Mr. Mendenhall
was Managing Director of the west coast Corporate Finance Group of Ernst & Young, an international accounting and consulting firm. From January 1990 through March 2001, Mr. Mendenhall
held a number of executive positions at Bank of America. Mr. Mendenhall received his B.A. in Economics from Colorado College.

John
McCormack has served as our Senior Vice President, Product Development since July 2006. From October 2005 until May 2006, Mr. McCormack was Vice President of Engineering for
Symantec Corporation, a publicly-traded security software company. Mr. McCormack joined Symantec through the acquisition of Sygate Technologies, Inc., where he was Senior Vice President
of Product Development from May 2004 to October 2005. From 1997 to 2004, Mr. McCormack served in various capacities with Cisco Systems, Inc., a publicly-traded computer hardware and
software company, most recently as General Manager of the Secure Managed Networks Business Unit. Mr. McCormack received his Masters degree in Engineering Management from George Washington
University and a B.S. in Computer Science from the University of New Hampshire.

Michael
A. Newman has served as Senior Vice President, General Counsel and Secretary since August 2007, after serving as our Vice President and General Counsel from September 2002 to
August 2007. From April 1999 to September 2002, he served in various capacities in the legal department of Gateway, Inc., a publicly-traded PC manufacturer, most recently as Senior Staff
Counsel, Securities, Finance and Corporate Development. Prior to that, Mr. Newman practiced as an attorney in the San Diego offices of Cooley Godward, LLP and Latham &
Watkins LLP, two of California's leading law firms. Mr. Newman received his B.S. in Business Administration from Georgetown University, and a J.D. from Harvard Law School.

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Item 1A.    Risk Factors

You should carefully consider the following information in addition to other information in this report before you decide to purchase our common stock. The risks
and uncertainties described below are those that we currently deem to be material and that we believe are specific to our company and our industry. In addition to these risks, our business may be
subject to risks currently unknown to us. If any of these or other risks actually occur, our business may be adversely affected, the trading price of our common stock could decline, and you may lose
all or part of your investment in Websense.

We have experienced declining growth rates, particularly for Web filtering sales to large enterprises in North America and Western Europe, and therefore need to increase our
sales to small and medium sized business customers.

Our growth plans for new sales in North America and Western Europe are largely dependent on our ability to increase sales in the small and medium sized business
(SMB) segment and maintain our subscription base in the large enterprise market through subscription renewals. We released our first product targeted at the SMB segment, Websense Express, in July
2007, and we cannot assure that we will have success in increasing sales to the SMB segment. We will also need to increase sales through our two-tier distribution channel in North America
and our two-tier distribution arrangements in Western Europe that target SMB customers. We also now sell Websense Hosted Security Services to SMB customers, which is a new product offering
we obtained via our acquisition of SurfControl in October 2007. This is a new service offering for Websense in a relatively new market segment and we have no sales track record within Websense for
these offerings. Numerous competitors target the SMB segment for Web filtering and security sales, many of whom are different competitors from our primary competitors in the large enterprise market
segment. If Websense Express and the Websense Hosted Security Services do not meet our customers' expectations in the SMB segment or if we fail to compete effectively for volume business through our
two-tier distribution model, our financial results will be negatively affected.

Our revenue is derived almost entirely from sales through indirect channels and we depend upon these channels to create demand for our products.

As we have moved toward a two-tier indirect sales model in North America, our revenue has been derived almost entirely from sales through indirect
channels, including value-added resellers, distributors that sell our products to end-users, providers of managed Internet services and other resellers. Ingram Micro is our only
broad-line distributor in North America, so the success of our North American sales efforts is reliant on their success in selling our products to their reseller network. Ingram Micro
accounted for approximately 12% of our revenue during 2007. Should Ingram Micro experience financial difficulties or otherwise delay or prevent our collection of accounts receivable from them, our
revenue and cash flow would be significantly adversely effected. Our indirect sales model involves a number of additional risks, including:



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Our
ability to meaningfully increase the amount of our products sold through our sales channels also depends on our ability to adequately and efficiently support these channel partners
with, among other things, appropriate financial incentives to encourage pre-sales investment and sales tools, such as sales training, technical training and product collateral needed to
support their customers and prospects. Additionally, we are continually evaluating the changes to our internal ordering and partner management systems in order to effectively execute our
two-tier distribution strategy. Any failure to properly and efficiently support our sales channels will result in lost sales opportunities.

Acquired companies or technologies can be difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results.

In January 2007, we acquired PortAuthority Technologies, Inc. (PortAuthority), and in October 2007 we acquired SurfControl plc (SurfControl). With
respect to SurfControl, we expect to continue to incur restructuring and other related expenses that will negatively affect our results of operations under U.S. generally accepted accounting
principles (GAAP). As a result of the SurfControl acquisition, Websense became an unprofitable operating business under GAAP after more than five years as a profitable operating business under GAAP.
Given our subscription model, we expect to continue to operate at a loss under GAAP until we generate sufficient revenue from the subsequent renewal of subscriptions from the installed SurfControl
customer base that will offset the expenses we began to incur as of the close of the SurfControl acquisition to operate the SurfControl business. Although we expect to continue to compete effectively
for subscription renewals from the SurfControl customers, we face substantial competition and we may not retain as high a percentage of the SurfControl customer base as we expect.

The
size and scope of the acquisition of SurfControl also increase both the scope and consequence of ongoing integration risks that would be associated with any acquired business. We may
not successfully address the integration challenges in a timely manner, or at all, and we may not fully realize all of the anticipated benefits or synergies of the SurfControl acquisition (which are
principally associated with restructurings, including workforce reductions and other operational efficiencies). The timing of the achievement of synergies may also deviate from our estimates depending
upon the success of the integration process.

Acquisitions
involve numerous risks, including:



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Acquisitions
may also cause us to:



We
may acquire additional companies, services and technologies in the future as part of our efforts to expand and diversify our business. Although we review the records of companies or
businesses we are interested in acquiring, even an in-depth review may not reveal existing or potential problems or permit us to become familiar enough with a business to assess fully its
capabilities and deficiencies. Integration of acquired companies may disrupt or slow the momentum of the activities of our business. As a result, if we fail to properly evaluate, execute and integrate
acquisitions such as our PortAuthority and SurfControl acquisitions, our business and prospects may be seriously harmed.

The covenants in our senior secured credit facility restrict our financial and operational flexibility, including our ability to complete additional acquisitions and invest in
new business opportunities.

In connection with our acquisition of SurfControl in October 2007, we entered into an amended and restated senior secured credit facility to provide financing for
a substantial portion of the acquisition purchase price. Our senior secured credit facility contains covenants that restrict, among other things, our ability to borrow money, make particular types of
investments, including investments in our subsidiaries, make other restricted payments, pay down subordinated debt, swap or sell assets, merge or
consolidate or make acquisitions. An event of default under our senior secured credit facility could allow the lenders to declare all amounts outstanding with respect to the senior secured credit
facility to be immediately due and payable. As collateral for the loan, we pledged substantially all of our consolidated assets and the stock of some of our subsidiaries (subject to limitations with
respect to foreign subsidiaries) to secure the debt under our senior secured credit facility. If the amounts outstanding under the senior secured credit facility were accelerated, the lenders could
proceed against those consolidated assets and the stock of our subsidiaries. Any event of default, therefore, could have a material adverse effect on our business. Our senior secured credit facility
also requires us to maintain specified financial ratios. Our ability to meet these financial ratios can be affected by events beyond our control, and we cannot assure that we will meet those ratios.

The amount of our debt outstanding may prevent us from taking actions we would otherwise consider in our best interest.

In October 2007, we borrowed $210 million under the senior credit agreement and $190 million remained outstanding as of December 31, 2007. As
a result, we are incurring interest expense for the amounts we borrowed under the senior secured credit facility, and we expect our income from our cash, cash equivalents and marketable securities to
decline as we used a significant portion of our cash and marketable securities to fund a portion of the acquisition cost. This debt and the limitations our senior secured credit facility impose on us
could have important consequences, including:



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Our future success depends on our ability to sell new, renewal and upgraded Web filtering and Web security subscriptions.

Substantially all of our revenue in the fiscal year ended December 31, 2007 was derived from new and renewal subscriptions to our Web filtering and Web
security products, and we expect that a significant majority of our sales in 2008 will continue to be derived from our Web filtering and Web security products. We expect sales of our DLP products,
hosted security services and other products under development to comprise a relatively small portion of our overall sales in 2008. If our Web filtering and Web security products fail to meet the needs
of our existing and target customers, or if they do not compare favorably in price, features and performance to competing products, our operating results and our business will be significantly
impaired. If we cannot sufficiently increase our customer base with the addition of new customers, particularly in the SMB segment, increase seats under subscriptions from existing customers or renew
a sufficient number of SurfControl's Web filtering customers or migrate them to our Web filtering product, we will not be able to grow our business to meet expectations.

Subscriptions
for our Web filtering and security products typically have durations of 12, 24 or 36 months. Our customers have no obligation to renew their subscriptions upon
expiration. Our revenue also depends upon maintaining a high rate of sales of renewal subscriptions and in selling further subscriptions to existing customers in order to add additional seats or
product offerings within their respective organizations. This may require increasingly costly sales efforts targeting senior management and other management personnel associated with our customers'
Internet and security infrastructure. We may not be able to maintain or continue to generate increasing revenue from existing customers.

Failure of our security products, including our DLP products and hosted security solutions, to achieve more widespread market acceptance will seriously harm our business.

Our future financial performance depends on our ability to diversify our offerings by successfully developing, introducing and gaining customer acceptance of our
new products and services, particularly our security offerings. On January 8, 2007, we acquired PortAuthority Technologies, Inc., and as a result of that acquisition, we now sell the
Websense Data Protection Suite, our DLP offering for the data
security market. In addition, on October 3, 2007, we acquired SurfControl, and as a result of that acquisition, we now sell Websense Hosted Web Security and Websense Hosted Email Security, our
hosted security services, and Websense Email Security. We may not be successful in achieving market acceptance of these or any new products that we develop. Moreover, our recent increased emphasis on
the development, marketing and sale of our security offerings and DLP products as well as the integration of SurfControl could distract us from sales of our core Web filtering and Web security
offerings, negatively impacting our overall sales. Any failure or delay in diversifying our existing offerings, or diversification at the detriment to our core Web filtering and Web security
offerings, could harm our business, results of operations and financial condition.

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We face increasing competition from much larger software and hardware companies, which places pressure on our pricing and which could prevent us from increasing revenue or
returning to profitability. In addition, as we increase our emphasis on our security-oriented products, we face competition from better-established security companies that have significantly greater
resources.

The market for our products is intensely competitive and is likely to become even more so in the future. Our current principal Web filtering competitors
frequently offer their products at a significantly lower price than our products, which has resulted in pricing pressures on sales of our product and potentially could result in the commoditization of
products in our space. We also face current and potential competition from vendors of Internet servers, operating systems and networking hardware, many of which now, or may in the future, develop
and/or bundle Web filtering or other competitive products with their products. Increased competition may cause price reductions or a loss of market share, either of which could have a material adverse
effect on our business, results of operations and financial condition. If we are unable to maintain the current pricing on sales of our products or increase our pricing in the future, our results of
operations could be negatively impacted. Even if our products provide greater functionality and are more effective than certain other competitive products, potential customers might accept this
limited functionality in lieu of purchasing our products. In addition, our own indirect sales channels may decide to develop or sell competing products instead of our products. Pricing pressures and
increased competition generally could result in reduced sales, reduced margins or the failure of our products to achieve or maintain more widespread market acceptance, any of which could have a
material adverse effect on our business, results of operations and financial condition.

Our
current principal competitors include:



As
we develop and market our products with an increasing security-oriented emphasis, we also face increasing competition from security solutions providers. Many of our competitors within
the Web

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security
market, such as Symantec, McAfee, Trend Micro, Cisco Systems and Microsoft enjoy substantial competitive advantages, including:



As
a result, we may be unable to gain sufficient traction as a provider of Web security solutions, and our competitors may be able to respond more quickly and effectively than we can to
new or emerging technologies and changes in customer requirements, or devote greater resources to the development, marketing, promotion and sale of their products than we can. Current and potential
competitors have established or may establish cooperative relationships among themselves or with third parties to increase the functionality and market acceptance of their products. In addition, our
competitors may be able to replicate our products, make more attractive offers to existing and potential employees and strategic partners, develop new products or enhance existing products and
services more quickly. Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share. In addition, we also expect that competition will increase
as a result of industry consolidation. For all of the foregoing reasons, we may not be able to compete successfully against our current and future competitors.

Our international operations involve risks that could increase our expenses, adversely affect our operating results, and require increased time and attention of our management.

We have significant operations outside of the United States, including research and development, sales and customer support. We have established or acquired
engineering operations in Reading, England; Beijing, China; Sydney, Australia and Ra'anana, Israel. We intend to maintain our principal engineering efforts for our DLP products in Israel.

We
plan to continue to expand our international operations, but such expansion is contingent upon the financial performance of our existing international operations as well as our
identification of growth opportunities. Our international operations are subject to risks in addition to those faced by our domestic operations, including:



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All
of our foreign subsidiaries' operating expenses are incurred in foreign currencies so if the dollar weakens, our consolidated operating expenses would increase. Should foreign
currency exchange rates fluctuate, our results of operations and net cash flows from international operations may be adversely affected, especially if the trend continues of international sales
growing as a percentage of our total sales.

Sales to customers outside the United States have accounted for a significant portion of our revenue, which exposes us to risks inherent in international sales.

We market and sell our products outside the United States through value-added resellers, distributors and other resellers. International sales represented 41% of
our total revenue generated during the fiscal year ended December 31, 2007 compared with 36% of our total revenue during the fiscal year ended December 31, 2006. As a key component of
our business strategy to generate new business sales, we intend to continue to expand our international sales, but success cannot be assured. In addition to the risks associated with our domestic
sales, our international sales are subject to the following risks:



These
factors could have a material adverse effect on our international sales. Any reduction in international sales, or our failure to further develop our international distribution
channels, could have a material adverse effect on our business, results of operations and financial condition.

Some
of our international revenue is denominated in U.S. dollars. In these markets, fluctuations in the value of the U.S. dollar and foreign currencies may make our products more
expensive for international customers, which could harm our business. We also currently bill certain international customers in Euros and British Pounds and SurfControl has historically billed certain
international customers in Euros, British Pounds, Australian Dollars, China Yuan Renminbi, Singapore Dollars, Japanese Yen and Israel New Shekels. This may increase our risks associated with
fluctuations in foreign currency exchange rates since we cannot be assured of receiving the same U.S. dollar equivalent as when we bill exclusively in U.S. dollars. We engage in currency hedging
activities with the intent of limiting the risk of exchange rate fluctuation, but our foreign exchange hedging activities also involve inherent risks that could result in an unforeseen loss. If we
fail to properly forecast rate fluctuations these activities could have a negative impact.

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We may not be able to develop acceptable new products or enhancements to our existing products at a rate required by our rapidly changing market.

Our future success depends on our ability to develop new products or enhancements to our existing products that keep pace with rapid technological developments
and that address the changing needs of our customers. Although our products are designed to operate with a variety of network hardware and software platforms, we will need to continuously modify and
enhance our products to keep pace with changes in Internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing such products or
introducing them to the market in a timely fashion. In addition, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or
technology could increase our research and development expenses. The failure of our products to operate effectively with the existing and future network platforms and technologies will limit or reduce
the market for our products, result in customer dissatisfaction and seriously harm our business, results of operations and financial condition.

We
may spend significant time and money on research and development to design and develop our DLP products and our hosted security services. If these products fail to achieve broad
market acceptance in our target markets, we may be unable to generate significant revenue from our research and development efforts. Moreover, even if we are able to develop data loss prevention
products, they may not be accepted in our target markets. As a result, our business, results of operations and financial condition would be adversely impacted.

Our products may fail to keep pace with the rapid growth and technological change of the Internet in accordance with our customers' expectations.

The ongoing evolution of the Internet and computing environments will require us to continually improve the functionality, features and reliability of our
databases. Because our products primarily manage access to URLs and executable files included in our databases, if our databases do not contain a meaningful portion of relevant content, the
effectiveness of our Web filtering products will be significantly diminished. Any failure of our databases to keep pace with the rapid growth and technological change of the Internet, such as the
increasing amount of multimedia content on the Internet that is not easily classified, will impair the market acceptance of our products.

We
rely upon a combination of automated filtering technology and human review to categorize URLs and executable files in our proprietary databases. Our customers may not agree with our
determinations that particular URLs and executable files should be included or not included in specific categories of our databases. In addition, it is possible that our filtering processes may place
objectionable or security risk material in categories that are generally unrestricted by our users' Internet and computer access policies, which could result in such material not being blocked from
the network. Any miscategorization could result in customer dissatisfaction and harm our reputation. Any failure to effectively categorize and filter URLs and executable files according to our
customers'
expectations could impair the growth of our business. Our databases and database technologies may not be able to keep pace with the growth in the number of URLs and executable files, especially the
growing amount of content utilizing foreign languages and the increasing sophistication of malicious code and the delivery mechanisms associated with spyware, phishing and other hazards associated
with the Internet.

Failure of our products to work properly or misuse of our products could impact sales, increase costs, and create risks of potential negative publicity and legal liability.

Our products are complex and are deployed in a wide variety of complex network environments. Our products may have errors or defects that users identify after
deployment, which could harm our

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reputation
and our business. In addition, products as complex as ours frequently contain undetected errors when first introduced or when new versions or enhancements are released. We have from time to
time found errors in versions of our products, and we expect to find such errors in the future. Because customers rely on our products to manage employee behavior to protect against security risks and
prevent the loss of sensitive data, any significant defects or errors in our products may result in negative publicity or legal claims. For example, an actual or perceived breach of network or
computer security at one of our customers, regardless of whether the breach is attributable to our products, could adversely affect the market's perception of our security products. Moreover, parties
whose Web sites or executable files are placed in security-risk categories or other categories with negative connotations may seek redress against us for falsely labeling them or for
interfering with their business. The occurrence of errors could adversely affect sales of our products, divert the attention of engineering personnel from our product development efforts and cause
significant customer relations or legal problems.

Our
products may also be misused or abused by customers or non-customer third parties who obtain access to our products. These situations may arise where an organization uses
our products in a manner that impacts their end users' or employees' privacy or where our products are misappropriated to censor private access to the Internet. Any of these situations could result in
negative press coverage and negatively affect our reputation.

We face risks related to customer outsourcing to system integrators.

Some of our customers have outsourced the management of their information technology departments to large system integrators. If this trend continues, our
established customer relationships could be disrupted and our products could be displaced by alternative system and network protection solutions offered by system integrators. Significant product
displacements could impact our revenue and have a material adverse effect on our business.

Other vendors may include products similar to ours in their hardware or software and render our products obsolete.

In the future, vendors of hardware and of operating system software or other software may continue to enhance their products or bundle separate products to
include functions that are currently provided primarily by network security software. If network security functions become standard features of computer hardware or of operating system software or
other software, our products may become obsolete and unmarketable, particularly if the quality of these network security features is comparable to that of our products. Furthermore, even if the
network security and/or management functions provided as standard features by hardware providers or operating systems or other software is more limited than that of our products, our customers might
accept this limited functionality in lieu of purchasing additional software. Sales of our products would suffer materially if we were then unable to develop new Web filtering, security and DLP
products to further enhance operating systems or other software and to replace any obsolete products.

Our worldwide income tax provisions and other tax accruals may be insufficient if any taxing authorities assume taxing positions that are contrary to our positions.

Significant judgment is required in determining our worldwide provision for income taxes and for our accruals for other state, federal and international taxes
such as sales and VAT taxes. In the ordinary course of a global business, there are many transactions for which the ultimate tax outcome is uncertain. Some of these uncertainties arise as a
consequence of intercompany arrangements to share revenue and costs. In such arrangements there are uncertainties about the amount and manner of such sharing, which could ultimately result in changes
once the arrangements are reviewed by taxing authorities. Although we believe that our approach to determining the amount of such arrangements is reasonable, no assurance can be given that the final
tax authority review of these matters will not be

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materially
different than that which is reflected in our historical income tax provisions and other tax accruals. Such differences could have a material effect on our income tax provisions or
benefits, or other tax accruals, in the period in which such determination is made, and consequently, on our results of operations for such period.

From
time to time, we are also audited by various state, federal and international authorities relating to tax matters. We fully cooperate with all audits. Our audits are in various
stages of completion; however, no outcome for a particular audit can be determined with certainty prior to the conclusion of the audit and appeals process. As each audit is concluded, adjustments, if
any, are appropriately recorded in our financial statements in the period determined. To provide for potential tax exposures, we accrue for uncertain tax positions according to our accounting policies
based on judgment and estimates including historical audit activity. We believe sufficient accruals have been recorded for these tax exposures.
However, if the reserves are insufficient upon completion of any audits, there could be an adverse impact on our financial position and results of operations.

Any failure to protect our proprietary technology would negatively impact our business.

Intellectual property is critical to our success, and we rely upon patent, trademark, copyright and trade secret laws in the United States and other jurisdictions
as well as confidentiality procedures and contractual provisions to protect our proprietary technology and our Websense brands. We rely on trade secrets to protect technology where we believe patent
protection is not appropriate or obtainable. However, trade secrets are difficult to protect. While we require employees, collaborators and consultants to enter into confidentiality agreements, we
cannot assure that these agreements will not be breached or that we will have adequate remedies for any breach. We may not be able to adequately protect our trade secrets or other proprietary
information in the event of any unauthorized use or disclosure or the lawful development by others of such information.

We
have registered our Websense and Websense Enterprise trademarks in several countries and have registrations for the Websense trademark pending in several other countries. Effective
trademark protection may not be available in every country where our products are available. Furthermore, any of our trademarks may be challenged by others or invalidated through administrative
process or litigation.

We
currently have only nine issued patents in the United States and five patents issued internationally, and we may be unable to obtain further patent protection in the future. We have
other pending patent applications in the United States and in other countries. We cannot ensure that:



Furthermore,
legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and
trade secret protection may not be available to us in every country in which our products are available. The laws of some foreign countries may not be as protective of intellectual property rights as
U.S. laws, and

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mechanisms
for enforcement of intellectual property rights may be inadequate. As a result our means of protecting our proprietary technology and brands may not be adequate. Furthermore, despite our
efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property, including the misappropriation or misuse of the content of our proprietary
databases of URLs and executable files. Any such infringement or misappropriation could have a material adverse effect on our business, results of operations and financial condition.

Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling our products.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based
on allegations of patent infringement or other violations of intellectual property rights. As we expand our product offerings in the data loss and security area where larger companies with large
patent portfolios compete, the possibility of an intellectual property claim against us grows. We could receive claims that we have infringed the intellectual property rights of others, including
claims regarding patents, copyrights, and trademarks. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day
operations. If we are not successful in defending such claims, we could be required to stop selling our products, pay monetary amounts as damages, enter into royalty
or licensing arrangements, or satisfy indemnification obligations that we have with some of our customers.

Because we recognize revenue from subscriptions for our products ratably over the term of the subscription, downturns in sales may not be immediately reflected in our revenue.

Substantially all of our revenue comes from the sale of subscriptions to our products, including our hosted services. Upon execution of a subscription agreement,
we invoice our customers for the full term of the subscription agreement. We then recognize revenue from customers daily over the terms of their subscription agreements, which typically have durations
of 12, 24 or 36 months. As a result, a majority of the revenue we report in each quarter is derived from deferred revenue from subscription agreements entered into and paid for during previous
quarters. Because of this financial model, the revenue we report in any quarter or series of quarters may mask significant downturns in sales and the market acceptance of our products, before these
downturns are reflected by declining revenues. In addition, under GAAP purchase accounting, $96.5 million of the deferred revenue of SurfControl on the date of acquisition was written off with
respect to the subscriptions to SurfControl products that were delivered prior to our acquisition of SurfControl. Therefore, the revenue that will be recognized post-acquisition will be associated
only with the fair value of post-acquisition technical services under these remaining subscriptions. As a result, the Company can achieve short-term increases in revenue under GAAP even if
subscription renewals for SurfControl customers decline, since the Company will be able to recognize all of the revenue associated with any renewing SurfControl customer subscriptions.

Our quarterly operating results may fluctuate significantly, and these fluctuations may cause our stock price to fall.

Our quarterly operating results have varied significantly in the past, and will likely vary in the future primarily as the result of fluctuations in our billings,
operating expenses and tax provisions. Although a significant portion of our revenue in any quarter comes from previously deferred revenue, a meaningful portion of our revenue in any quarter depends
on the number, size and length of subscriptions to our products that are sold in that quarter. The risk of quarterly fluctuations is increased by the fact that a significant portion of our quarterly
sales have historically been generated during the last month of each fiscal quarter, with many of the largest enterprise customers purchasing

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subscriptions
to our products nearer to the end of the last month of each quarter. Due to the unpredictability of these end-of-period buying patterns, forecasts may not be
achieved.

We
expect that our operating expenses will increase substantially in the future as we expand our selling and marketing activities, increase our research and development efforts and hire
additional personnel
which could impact our margins. Our operating expenses have increased as a result of the acquisition of SurfControl. The cost synergies we expect to achieve through the acquisition will be phased in
through our integration process. In addition, our operating expenses historically have fluctuated, and may continue to fluctuate in the future, as the result of the factors described below and
elsewhere in this annual report:



Consequently,
our results of operations may not meet the expectations of current or potential investors. If this occurs, the price of our common stock may decline.

The market price of our common stock is likely to be highly volatile and subject to wide fluctuations.

The market price of our common stock has been and likely will continue to be highly volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including:



In
addition, the market price of our common stock could be subject to wide fluctuations in response to:



Further,
the stock market has experienced significant price and volume fluctuations that have particularly affected the market price of the stock of many Internet-related companies, and
that often have been unrelated or disproportionate to the operating performance of these companies. A number of publicly traded Internet-related companies have current market prices below their
initial public offering prices. Market fluctuations such as these may seriously harm the market price of our common stock. In the past, securities class action suits have been filed following periods
of market volatility in the price of a company's securities. If such an action were instituted, we would incur substantial costs and a diversion of management attention and resources, which would
seriously harm our business, results of operations and financial condition.

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We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers and other key management personnel and our ability to recruit new personnel to
executive and key management positions. We are also substantially dependent on the continued service of our existing engineering personnel because of the complexity of our products and technologies.
We do not have employment agreements with a majority of our executive officers, key management or development personnel and, therefore, they could terminate their employment with us at any time
without penalty. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees could seriously harm our business, results of operations
and financial condition. In such an event we may be unable to recruit personnel to replace these individuals in a timely manner, or at all, on acceptable terms.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our planned growth.

To execute our growth plan, we must attract and retain highly qualified personnel. We need to hire additional personnel in virtually all operational areas,
including selling and marketing, research and development, operations and technical support and administration. Competition for these personnel is intense, especially for engineers with high levels of
experience in designing and developing software and Internet-related products. We may not be successful in attracting and retaining qualified personnel. We have from time to time in the past
experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In order to attract and retain
personnel in a competitive marketplace, we believe that we must provide a competitive compensation package, including cash and equity-based compensation. The volatility of our stock price may from
time to time adversely affect our ability to recruit or retain employees. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we fail to
attract new personnel or retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

Compliance with regulation of corporate governance, accounting principles and public disclosure may result in additional expenses.

Compliance with laws, regulations and standards relating to corporate governance, accounting principles and public disclosure, including the Sarbanes-Oxley Act of
2002, regulations and NASDAQ Global Select Market rules, have caused us to incur higher compliance costs and we expect to continue to incur higher compliance costs as a result of our increased global
reach and obligation to ensure compliance with these laws as well as local laws in the jurisdictions where we do business. These laws, regulations and standards are subject to varying interpretations
in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time. Further guidance by regulatory and governing bodies can result in continuing
uncertainty regarding compliance matters and higher costs related to the ongoing revisions to accounting, disclosure and governance practices. Our efforts to comply with evolving laws, regulations and
standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities
to compliance activities. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404) and the related regulations regarding our required assessment of
our internal controls over financial reporting has required the commitment of significant financial and managerial resources and we expect to incur expenses in 2008 in connection with achieving
Section 404 compliance with respect to the SurfControl operations we acquired. If our efforts to comply with new or changed laws, regulations and standards differ from the

28

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activities
intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

If we cannot effectively manage our internal growth and the integration of acquired businesses, our business revenues, results of operations and prospects may suffer.

If we fail to manage our internal growth and the integration of acquired businesses in a manner that minimizes strains on our resources, we could experience
disruptions in our operations that could negatively affect our revenue, billings and results of operations. We are pursuing a strategy of organic growth through implementation of two-tier
distribution, international expansion, introduction of new products and expansion of our product sales to the small and medium sized businesses. We also completed two strategic acquisitions, and are
continuing the process of integrating PortAuthority and SurfControl. Finally, we have opened or acquired engineering centers in China, Israel, the United Kingdom and Australia. Each of these
initiatives requires an investment of our financial and employee resources and involves risks that may result in a lower return on our investments than we expect. These initiatives also may limit the
opportunities we pursue or investments we would otherwise make, which may in turn impact our prospects.

It may be difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders.

Some provisions of our certificate of incorporation and bylaws, as well as some provisions of Delaware law, may discourage, delay or prevent third parties from
acquiring us, even if doing so would be beneficial to our stockholders. For example, our certificate of incorporation provides for a classified board, with each board member serving a staggered
three-year term. It also provides that stockholders may not fill board vacancies, call stockholder meetings or act by written consent. Our bylaws further provide that advance written
notice is required prior to stockholder proposals. Each of these provisions makes it more difficult for stockholders to obtain control of our board or initiate actions that are opposed by the then
current board. Additionally, we have authorized preferred stock that is undesignated, making it possible for the board to issue up to 5,000,000 shares of preferred stock with voting or other rights
and preferences that could impede the success of any attempted change of control. Delaware law also could make it more difficult for a third party to acquire us. Section 203 of the Delaware
General Corporation Law has an anti-takeover effect with respect to transactions not approved in advance by our board, including discouraging attempts that might result in a premium over
the market price of the shares of common stock held by our stockholders.

Our
senior secured credit facility also accelerates and becomes payable in full upon our change of control, which is defined generally as a person or group acquiring 35% of our voting
securities or a proxy contest that results in changing a majority of our board of directors. These consequences may discourage third parties from attempting to acquire us.

We do not intend to pay dividends.

We have not declared or paid any cash dividends on our common stock since we have been a publicly traded company. We currently intend to retain any future cash
flows from operations to fund growth and pay down our senior secured credit facility, and therefore do not expect to pay any cash dividends in the foreseeable future. Moreover, we are not permitted to
pay cash dividends under the terms of our senior secured credit facility.

Item 1B.    Unresolved Staff Comments

None.

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Item 2.    Properties

Our corporate headquarters and principal offices are located in San Diego, California, where we leased approximately 105,000 square feet as of December 31,
2007. This lease expires in December 2013 with an option to extend the lease for an additional five years. Our international headquarters and offices are located in Dublin, Ireland, where we have an
executive suite arrangement. We lease additional office space in Los Gatos and Scotts Valley, California; Reading and Congleton, England; Ra'anana, Israel; Sydney, Australia and Shanghai, Guangzhou
and Beijing, China and have executive suite arrangements on monthly or annual arrangements, depending on the local market, relating to office space in the United Kingdom, Australia, China, Brazil,
France, Germany, Hong Kong, Italy, Japan, Singapore, the Netherlands, Spain and Dallas, Texas. We have approved plans to restructure the operations of SurfControl through, among other things, exiting
certain SurfControl facilities. We have exited, or will be exiting, leases in certain locations as well as reducing the square footage required to operate some locations. We will finalize our facility
exit plans during fiscal 2008.

Item 3.    Legal Proceedings

On September 29, 2006, Jason Tauber filed a putative class action against us and other unidentified individuals in California Superior Court for the County
of San Diego, captioned Tauber v. Websense. The complaint alleged that the plaintiff and a putative class of certain software engineers and computer professionals who worked for us as exempt employees
during the period from September 15, 2002 through the date of settlement should have been classified as non-exempt employees under California law and should have been paid for
overtime. The complaint also alleged related wage and hour violations of the California Labor Code arising from the alleged misclassification and that the failure to pay overtime constitutes an unfair
business practice under California Business and Professions Code §17200. The complaint sought unspecified damages for unpaid overtime, prejudgment interest, attorneys' fees and other
costs, statutory penalties for alleged violations, and other proper relief. During the second quarter of 2007, the parties agreed to a settlement and the Company charged the $3.2 million
pending settlement amount between the operating expense categories and cost of revenue on the consolidated statement of operations, apportioned based upon the Company's estimate of amounts payable to
eligible individuals in the settlement. On January 4, 2008 the Final Judgment of Dismissal with Prejudice was ordered by the court, and in January 2008, the Company paid a total of
$2.9 million in satisfaction of all claims in the matter. The $2.9 million settlement was recorded as follows in the 2007 consolidated statement of operations: $0.1 million to
cost of revenue, $0.4 million to selling and marketing, $2.3 million to research and development and $0.1 million to general and administrative.

We
are involved in various legal actions in the normal course of business. Based on current information, including consultation with our lawyers, we believe we have adequately reserved
for any ultimate liability that may result from these actions such that any liability would not materially affect our consolidated financial positions, results of operations or cash flows. Our
evaluation of the likely impact of these actions could change in the future and unfavorable outcomes and/or defense costs, depending upon the amount and timing, could have a material adverse effect on
our results of operations or cash flows in a future period.

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

There were no matters submitted to a vote of the security holders during the fourth quarter of the fiscal year-ended December 31, 2007.

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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 is traded on the NASDAQ Global Select Market (Nasdaq) under the symbol "WBSN." The following table sets forth the range of high and low closing
prices on Nasdaq of our common stock for the periods indicated, as reported by Nasdaq. Such quotations represent inter-dealer prices without retail markup, markdown or commission and may not
necessarily represent actual transactions.

Years Ended December 31,2007

2006High

Low

High

LowFirst Quarter

$
24.35

$
21.46

$
33.85

$
25.46Second Quarter


24.71


21.25


28.06


19.99Third Quarter


22.83


18.94


22.64


18.01Fourth Quarter


21.70


15.77


28.05


21.31


To
date, we have neither declared nor paid any cash dividends on our common stock. We currently intend to retain all future cash flows from operations, if any, for use in the operation
and development of our business and for debt repayment and stock repurchases and, therefore, do not expect to declare or pay any cash dividends on our common stock in the foreseeable future. As of
February 10, 2008, there were approximately 3,000 holders of record of our common stock. See Item 12"Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters" for information regarding our equity compensation plans.

On
January 31, 2006, we announced that our Board of Directors authorized a two-for-one stock split of our common stock, to be effected in the form of a
special dividend of one share of our common stock for each share of our common stock outstanding. The additional shares issued as a result of the stock split were distributed on March 17, 2006
to stockholders of record at the close of business on February 13, 2006. All prior year share and per share data (including any data relating to options) presented in this report, including the
accompanying consolidated financial statements and related notes have been restated to reflect the stock split.

Issuer Purchases of Equity Securities

On April 3, 2003, we announced that our Board of Directors authorized a stock repurchase program of up to 4 million shares of our common stock. On
August 15, 2005, we announced that our Board of Directors increased the size of the stock repurchase program by an additional 4 million shares, for a total program size of up to
8 million shares. On July 25, 2006, we announced that our Board of Directors increased the size of the stock repurchase program by an additional 4 million shares, for a total
program size of up to 12 million shares. The repurchases will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions. Depending on
market conditions and other factors, including compliance with restrictive covenants contained in our senior secured credit facility, purchases under this program may commence or be suspended at any
time, or from time to time, without prior notice. We repurchased 4.3 million shares in 2006, bringing the total
number of shares repurchased as part of our stock repurchase program to 8,170,060 and leaving 3,829,940 as the maximum number of shares that may yet be repurchased under our stock repurchase program.
We made no stock repurchases in the year ended December 31, 2007.

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Item 6.    Selected Financial Data

You should read the following selected financial data in conjunction with our financial statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing elsewhere in this annual report. We derived the statement of operations data for the years ended December 31, 2007, 2006, and 2005 and
the balance sheet data as of December 31, 2007 and 2006 from our financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, which appear
elsewhere in this report. We derived the statement of operations data for the years ended December 31, 2004 and 2003 and the balance sheet data as of December 31, 2005, 2004 and 2003
from our financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, which are not included in this annual report. Certain amounts in the
selected financial data below have been reclassified to conform to the 2007 presentation. Our historical results are not necessarily indicative of operating results to be expected in the future.

|                                  |                                     | Years Ended December 31,
|--------------------------------- | ----------------------------------- | ------------------------
|
|
|Statement of Operations Data:     |                                     |                         
|Revenues                          |                                     | $                       
|Cost of revenues                  |                                     |                         
|                                  |                                     |                         
|Gross margin                      |                                     |                         
|Operating expenses:               |                                     |                         
|                                  | Selling and marketing               |                         
|                                  | Research and development            |                         
|                                  | General and administrative          |                         
|                                  | In-process research and development |                         
|                                  |                                     |                         
|                                  |                                     | Total operating expenses
|                                  |                                     |                         
|(Loss) income from operations     |                                     |                         
|Interest expense                  |                                     |                         
|Other income, net                 |                                     |                         
|                                  |                                     |                         
|(Loss) income before income taxes |                                     |                         
|Provision for income taxes        |                                     |                         
|                                  |                                     |                         
|Net (loss) income                 |                                     | $                       
|                                  |                                     |                         
|Net (loss) income per share:      |                                     |                         
|Basic                             |                                     | $                       
|                                  |                                     |                         
|Diluted                           |                                     | $                       
|                                  |                                     |                         
|Weighted average sharesbasic     |                                     |                         
|                                  |                                     |                         
|Weighted average sharesdiluted   |                                     |                         
|                                  |                                     |                         

|
|

|                                                    |  | As of December 31,
|--------------------------------------------------- |  | ------------------
|
|
|Balance Sheet Data:                                 |  |                   
|Cash and cash equivalents and marketable securities |  | $                 
|Total assets                                        |  |                   
|Deferred revenue                                    |  |                   
|Long-term liabilities                               |  |                   
|Total stockholders' equity                          |  |                   

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the financial statements and related notes contained elsewhere in this report. See
"Item 1ARisk Factors" above regarding certain factors known to us that could cause reported financial information not to be necessarily indicative of future results.

Overview

We are a leading provider of Web security and data loss prevention (DLP) solutions, providing products and services that protect organizations' employees and
critical business data from external Web-based and email-based attacks, and from internal employee-generated threats such as an employee error and malfeasance. Our customers use our
software products to provide a secure and productive computing environment for employees, business partners and customers. We offer a portfolio of Web security, email and messaging security, and data
loss prevention software that allows organizations to:



Collectively,
these software products secure an organization's confidential data and increase the productivity of its employees so they can safely conduct business electronically with
partners and over the Internet. Fundamental to our products are:



Since
we commenced operations in 1994 as a reseller of computer security products, Websense has evolved into a leading provider of content security software solutions, including Web
security, email and messaging security and data loss prevention solutions. Our first Web filtering software product was released in 1996 and prevented access to inappropriate Web content. Since then,
we focused on adapting our Web filtering capabilities to address changing Internet use patterns in the workplace and the growing threat of Web-based criminal activity. In January 2007, we
entered the emerging market for data loss prevention and acquired PortAuthority Technologies, Inc. (PortAuthority), our technology development partner for DLP solutions. In October 2007, we
acquired SurfControl plc (SurfControl), a leading provider of Web and email security software solutions, which expanded our product portfolio to include email security software and hosted Web
and email security solutions.

During
2007, we derived 41% of our revenue from international sales, compared with 36% for 2006, with the United Kingdom comprising approximately 11% of our total revenue in both years.
We believe international markets continue to represent a significant growth opportunity and we are

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continuing
to expand our international operations, particularly in selected countries in the European, Asia/Pacific, Latin American and Australian markets.

We
sell our products primarily through indirect channels. In 2007, we transitioned our Web security products to a two-tier distribution strategy in North America, to increase
the number of value-added resellers selling our products and further extend our reach into the small and medium-sized business market segments. Our distribution strategy outside North
America also relies on a two-tier system of distributors and value-added resellers. Sales through indirect channels currently account for more than 90% of our revenue.

As
described elsewhere in this report, we recognize revenue from subscriptions to our products, including add-on modules, on a daily straight-line basis commencing on the day
the term of the subscription begins, over the term of the subscription agreement. We recognize the operating expenses related to these sales as they are incurred. These operating expenses include
sales commissions, which are based on the total amount of the subscription contract and are fully expensed in the period the product is delivered. Operating expenses have continued to increase as
compared with prior periods due to expanded selling and marketing efforts, continued product research and development and investments in administrative infrastructure to support subscription sales
that we will recognize as revenue in subsequent periods.

In
October 2007, we closed our acquisition of SurfControl and as a result incurred an operating loss under generally accepted accounting principles (GAAP) during the fourth quarter of
2007 and for the fiscal year 2007. Similar to Websense, SurfControl sold products primarily under subscriptions whereby revenues were recorded ratably over the term of the agreement. Under purchase
accounting, we wrote off $96.5 million of the deferred revenue of SurfControl, leaving a balance of $19.7 million as of the closing. This adjustment reflects the fair value of the
post-contract technical support services that will be recognized daily in accordance with our revenue recognition policy. We do not expect to generate significant revenue from the
installed SurfControl customer base until these subscriptions are up for renewal. In connection with the acquisition, we have incurred restructuring costs primarily in connection with reducing
SurfControl headcount and eliminating redundant facilities. We also immediately started to incur the expenses of operating the SurfControl operations as well as recording the amortization of the
acquired intangibles. As a result, we expect to continue to operate at a loss under GAAP until we generate sufficient revenue from the subsequent renewal of subscriptions from the installed
SurfControl customer base that offsets these expenses. Given the average remaining term of the SurfControl subscriptions, we currently do not expect to operate at a profit under GAAP in 2008. Our
ability to retain SurfControl customers and maintain our overall pricing levels for our products will impact our results of operations and the timing of our return to profitability.

We
allocate the total costs for human resources, employee benefits, payroll taxes, information technology, facilities, fixed asset depreciation and legal costs to each of our functional
areas based on salaries and headcount data. Our overall costs to be allocated have increased as a result of the growth in our headcount and increased personnel costs, the growth of our facilities
costs, and increased legal costs attributable to the increased complexity and maturity of our business and overall growth, and we expect this trend to continue.

In
connection with the acquisition of SurfControl, we approved plans to restructure the operations of the acquired company through involuntarily terminating certain of SurfControl's
employees and exiting certain SurfControl facilities. We began formulating our restructuring plans for the operations of SurfControl in April 2007 when the acquisition was first announced. As of
December 31, 2007, we have committed to a plan which includes involuntarily terminating approximately 320 employees who were terminated beginning in the fourth quarter of 2007 and will be
phased out throughout 2008. These workforce reductions are across all functions and geographies and affected employees were, or will be, provided cash severance packages. Additionally, we have exited,
or will be exiting, leases in certain

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locations
as well as reducing the square footage required to operate some locations. We will finalize our facility exit plans during fiscal 2008. We have accrued the estimated costs associated with
the employee severance and facility exit obligations as liabilities assumed in the purchase business combination. Accordingly, these estimated costs are included as part of the purchase price of
SurfControl. Changes to the estimates of these costs will be recorded in future periods either as a reduction to goodwill or as an expense to the results of operations.

Critical Accounting Policies and Estimates

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial
statements.

Revenue Recognition.When a purchase decision is made for our products, customers enter into a subscription agreement, which
is generally 12, 24 or 36 months in duration and for a fixed number of users. Other services such as upgrades/enhancements and standard post-contract technical support services are
sold together with our product subscription and provided throughout the subscription term.

Prior
to January 1, 2006, we recognized revenue on a monthly straight line basis, commencing with the month the subscription began. Effective as of January 1, 2006, we
recognize revenue on a daily straight-line basis commencing on the date the term of the subscription begins, and continuing over the term of the subscription agreement, provided the fee is fixed or
determinable, persuasive evidence of an arrangement exists and collectability is reasonably assured. During 2006, we re-evaluated our revenue recognition policy in accordance with the
provisions of SOP 97-2,Software
Revenue Recognition, and determined that our prior practice resulted in a material cumulative difference in our deferred revenue. Upon entering into a subscription arrangement
for a fixed or determinable fee, we electronically deliver access codes to users and then promptly invoice customers for the full amount of their subscriptions. Payment is due for the full term of the
subscription, generally within 30 to 60 days of the invoice. We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. In connection with
the change in revenue recognition policy, we adopted Staff Accounting Bulletin No. 108 (SAB 108),Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements, and applied the special cumulative effect transition provision to our 2006 financial statements. The cumulative
net result was an increase in deferred revenue and a reduction in retained earnings, before tax impact, as of January 1, 2006 by $8.7 million. For 2006, the impact of daily revenue
recognition on subscriptions was to reduce revenue recognized by $1.7 million, reduce net income by $1.1 million, and increase deferred revenue by an additional $1.7 million to a
total increase of $10.4 million when compared to what these amounts would have been under the monthly revenue recognition policy.

We
record distributor marketing payments and channel rebates as an offset to revenue. We recognize distributor marketing payments as an offset to revenue as the marketing service is
provided. We recognize channel rebates as an offset to revenue on a straight-line basis over the term of the subscription agreement.

Accounting for Share-Based Compensation.Through December 31, 2005, we accounted for share-based employee compensation
plans under the measurement and recognition provisions of Accounting Principles Board (APB) No. 25 (APB 25), and related Interpretations, as permitted by Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123Accounting for Stock-Based Compensation(SFAS 123). Accordingly,
we recorded no share-based employee compensation expense for options granted under our Amended and Restated 2000 Stock Incentive Plan (2000 Plan) or predecessor plans (or options granted as
non-plan inducement options) during the year ended December 31, 2005 as all other options granted had exercise prices equal to the fair market value of the common stock on the date
of grant. We also recorded no compensation expense in connection with the Employee Stock Purchase Plan as the purchase price of the stock was

35

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not
less than 85% of the lower of the fair market value of the common stock at the beginning of each offering period or at the end of each purchase period. In accordance with SFAS 123 and SFAS
No. 148,Accounting for Stock-Based CompensationTransition and Disclosure(SFAS 148), we disclosed net income or loss and net
income or loss per share as if the fair value-based method was applied in measuring compensation expense for share-based incentive programs.

Effective
January 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R), using the modified prospective transition method. Under that transition method,
compensation expense that we recognized beginning on that date includes: (a) compensation expense for all share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation expense for all share-based payments granted on or after
January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). Results for prior periods will not be restated. The
results for the years ended December 31, 2007 and 2006 include share-based compensation expense of $22.1 million and $20.4 million (excluding tax effects). Compensation expense
related to share-based awards is generally amortized over the vesting period in the related expense categories of the consolidated statement of operations.

At
December 31, 2007, there was $62.1 million of total unrecognized compensation cost related to share-based compensation arrangements granted under all equity compensation
plans (excluding tax effects). That total unrecognized compensation cost will be adjusted for estimated forfeitures as well as for future changes in estimated forfeitures. We expect to recognize that
cost over a weighted average period of approximately 2.7 years.

We
estimate the fair value of options granted using the Black-Scholes option valuation model and the assumptions described below. We estimate the expected term of options granted based
on the history of grants and exercises in our option database. We estimate the volatility of our common stock at the date of grant based on both the historical volatility as well as the implied
volatility of publicly traded options on our common stock, consistent with SFAS 123(R) and Securities and Exchange Commission Staff Accounting Bulletin No. 107 (SAB 107). We base
the risk-free interest rate that is used in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon
issues with equivalent remaining terms. We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an
expected dividend yield of zero in the Black-Scholes option valuation model. We amortize the fair value ratably over the vesting period of the awards, which is typically four years. We use historical
data to estimate pre-vesting option forfeitures and record share-based expense only for those awards that are expected to vest. For purposes of calculating pro forma information under
SFAS 123 for periods prior to January 1, 2006, we accounted for forfeitures as they occurred. We may elect to use different assumptions under the Black-Scholes option valuation model in
the future or select a different option valuation model altogether, which could materially affect our net income or loss and net income or loss per share in the future.

We
determine the fair value of share-based payment awards on the date of grant using an option-pricing model that is affected by our stock price as well as assumptions regarding a number
of complex and subjective variables. These variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option
exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because our employee
stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in
management's opinion the existing valuation models may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined
in accordance with

36

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SFAS 123(R)
and SAB 107 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Acquisitions, Goodwill and Other Intangible Assets.We account for acquired businesses using the purchase method of
accounting in accordance with SFAS No. 141,Business Combinations(SFAS 141), which requires that the assets acquired and liabilities
assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of net assets acquired is recorded as goodwill. The fair
value of intangible assets, including acquired technology and customer relationships, is based on significant judgments made by management and accordingly we obtain the assistance from third party
valuation specialists. The valuations and useful life assumptions are based on information available near the acquisition date and are based on expectations and assumptions that are considered
reasonable by management. The judgments made in determining estimated fair values assigned to assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of
operations.

In
accordance with SFAS No. 142,Goodwill and Other Intangible Assets(SFAS 142), we review goodwill that has an indefinite
useful life for impairment at least annually in our fourth fiscal quarter, or more frequently if an event occurs indicating the potential for impairment. We amortize the cost of identified intangible
assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. In accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets(SFAS 144), we review intangible assets that have finite useful lives
when an event occurs indicating the potential for impairment. We review for impairment by facts or circumstances, either external or internal, indicating that we may not recover the carrying value of
the asset. We measure impairment losses related to long-lived assets based on the amount by which the carrying amounts of these assets exceed their fair values. We measure fair value under
SFAS 144, which is generally based on the estimated future cash flows. Our analysis is based on available information and on assumptions and projections that we consider to be reasonable and
supportable. If necessary, we perform subsequent calculations to measure the amount of the impairment loss based on the excess of the carrying value over the fair value of the impaired assets.

Income Taxes.We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required
in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax
determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax
contingencies are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of
changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

Statement
of Financial Accounting Standards No. 109,Accounting for Income Taxes(SFAS 109), requires that deferred tax
assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion will not be realized. We consider many factors when assessing the likelihood of
future realization of our deferred tax assets, including our recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the carry-forward periods available
to us for tax reporting purposes, and other relevant factors.

Effective
January 1, 2007, we adopted the provisions of FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxesan
interpretation of FASB Statement No. 109(FIN 48). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions
accounted for in accordance with SFAS 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not
that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to

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measure
the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and
tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Allowance for Doubtful Accounts.We maintain an allowance for doubtful accounts for estimated losses resulting from the
inability or unwillingness of our customers to pay their invoices. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

Results of Operations

The following table summarizes our operating results as a percentage of revenues for each of the periods shown.

Years Ended December 31,2007

2006

2005Revenues

100
%
100
%
100
%Cost of revenues

14

9

7Gross margin

86

91

93Operating expenses:Selling and marketing

59

44

37Research and development

19

13

11General and administrative

15

12

8In-process research and development

1



Total operating expenses

94

69

56(Loss) income from operations

(8
)
22

37Interest expense

(2
)


Other income, net

4

6

3(Loss) income before income taxes

(6
)
28

40Provision for income taxes

1

10

14Net (loss) income

(7
)%
18
%
26
%


Years ended December 31, 2007 and 2006

Revenue

Revenue increased to $211.7 million in 2007 from $178.8 million in 2006. The increase was primarily a result of the addition of new, renewed and
upgraded subscriptions from our customers that resulted in a 1.3 million increase in the number of seats under subscription (excluding the addition of approximately 26.7 million
SurfControl seats) from December 31, 2006 to December 31, 2007. Our 2007 revenue also increased compared to 2006 as a result of the acquistions of PortAuthority in January 2007 and
SurfControl in October 2007. We expect our 2008 revenue to increase over 2007 revenue levels due to our renewal business and new business, including sales of products acquired from SurfControl and
other expected growth of the SMB business, growth of our DLP business and expected growth in international revenue, partially offset by increased distributor marketing payments and channel payments,
which are recorded as reductions to revenue. Until sufficient existing subscriptions for the installed SurfControl customer base are subsequently renewed, revenue contributed by the SurfControl
products will be minimal. We are also impacted by the write-off of the pre-acquisition SurfControl deferred revenue explained earlier.

38

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Cost of Revenue

Cost of revenue consists of the costs of content review, technical support, infrastructure costs associated with maintaining our databases and costs associated
with providing our hosted security services. Cost of revenue increased to $29.1 million in 2007 from $15.3 million in 2006. The increase was primarily due to $6.6 million of
amortization of acquired technology which resulted from the acquisitions of SurfControl in October 2007 and PortAuthority in January 2007, as well as increased costs for additional personnel in our
technical support and database groups, including the increase in headcount attributable to the acquisition of SurfControl and the addition of DLP products, and allocated costs. Our headcount in cost
of revenue departments increased from 152 at December 31, 2006 to 232 at December 31, 2007. The acquired technology is being amortized over a weighted average period of 3.7 years.
We expect to incur $12.2 million in amortization expense of acquired technology in 2008 due to the full year of amortization of the SurfControl and PortAuthority intangible assets. In addition,
we expect cost of revenue to increase to support the growth and maintenance of our databases and costs associated with providing our hosted security services as well as the technical support needs of
our customers. As a percentage of revenue, cost of revenue increased to 14% during 2007 from 9% in 2006. We expect that cost of revenue, as a percentage of revenue, will increase for 2008.

Gross Margin

Gross margin increased to $182.6 million in 2007 from $163.5 million in 2006. The increase was primarily due to increased revenue. As a percentage
of revenue, gross margin decreased to 86% in 2007 from 91% in 2006 primarily due to the increased costs described in the preceding Cost of Revenue section. We expect that gross margin, as a percentage
of revenue, will remain in excess of 80% of revenue for 2008.

Operating Expenses

Selling and marketing.Selling and marketing expenses consist primarily of salaries, commissions and benefits related to
personnel engaged in selling, marketing and customer support functions, including costs related to public relations, advertising, promotions and travel, amortization of acquired customer relationships
as well as allocated costs. Selling and marketing expenses increased to $126.3 million in 2007 from $80.1 million in 2006. Approximately $13.6 million of the increase was due to
the amortization of acquired intangibles (primarily customer relationships) which resulted from the acquisitions of SurfControl in October 2007 and PortAuthority in January 2007. The acquired customer
relationships intangible assets are being amortized over a weighted average period of approximately 6.8 years. In addition to the amortization of acquired intangibles, the increase in selling
and marketing expenses was primarily due to additional expenses associated with our new channel strategy started in 2006, increased personnel costs and related travel, including new personnel added
from the PortAuthority and SurfControl acquisitions and allocated costs. Our headcount in sales and marketing increased from 358 employees at December 31, 2006 to 546 employees at
December 31, 2007. We expect selling and marketing expenses to increase in absolute dollars and as a percentage of revenue in 2008 due to having a full year of amortization of acquired
intangibles, having a full year of additional sales and marketing personnel from SurfControl to support our expanding selling and marketing efforts worldwide, and increased sales resulting in higher
overall sales commission expenses. We expect amortization of acquired intangibles of $37.5 million in 2008 due to the full year of amortization of acquired intagibles from the SurfControl and
PortAuthority acquisitions. We also expect to achieve cost savings as compared to the historical SurfControl selling and marketing expense, primarily as a result of a reduction in headcount.

Research and development.Research and development expenses consist primarily of salaries and benefits for software
developers and allocated costs. Research and development expenses increased to

39

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$39.7 million
in 2007 from $22.7 million in 2006. The increase of $17.0 million in research and development expenses was primarily due to increased personnel cost, including costs
of adding new full time employees due to the PortAuthority and SurfControl acquisitions, and increased hiring to support our expanding list of technology partners, the enhancements of Websense
Enterprise, the development of Websense Express and enhancements to additional products, and allocated costs. Our headcount increased in research and development from 129 employees at
December 31, 2006 to 346 employees at December 31, 2007. We expect research and development expenses to increase in absolute dollars in 2008 due to having a full year of additional
engineering personnel from SurfControl, and the hiring of personnel to support our continued enhancements of our existing and new products. We are managing the increase in our absolute research and
development expense by operating research and development facilities in multiple international locations, including Beijing, China, that have lower costs than our operations in the United States. As a
result, we expect that research and development expenses, as a percentage of revenue, will decrease in 2008.

General and administrative.General and administrative expenses consist primarily of salaries, benefits and related expenses
for our executive, finance, and administrative personnel, third party professional service fees and allocated costs. General and administrative expenses increased to $32.7 million in 2007 from
$21.3 million in 2006. The $11.4 million increase in general and administrative expenses was primarily due to additional personnel needed to support our growing operations, including the
acquisitions of PortAuthority and SurfControl, and allocated costs. Our headcount increased in general and administrative departments from 63 at December 31, 2006 to 113 at December 31,
2007. We expect general and administrative expenses to increase in absolute dollars and as a percentage of revenue in
2008 due to having a full year of additional personnel from SurfControl and to support growth in operations and expansion of our international operations. We do not expect to incur the historical
SurfControl general and administrative expense levels due to the elimination of the executive officers of SurfControl and other personnel, elimination of certain facilities, and elimination of
expenses relating to SurfControl being a public UK company listed on the London Stock Exchange.

In-process research and development.In-process research and development represents the fair value of
an acquired, to be completed research project obtained from the PortAuthority acquisition that had not reached technological feasibility at the acquisition date and is not expected to have an
alternative future use. Accordingly, the $1.3 million of in-process research and development was charged to our consolidated statement of operations during 2007. There were no
in-process research and development charges associated with the SurfControl acquisition.

Interest Expense

Interest expense represents the interest incurred on our senior secured credit facility that we utilized to pay for a portion of the SurfControl purchase price in
October 2007. Also included in the interest expense is $763,000 of amortization of deferred financing fees that were capitalized as part of the senior secured credit facility. Interest expense will
increase in 2008 due to the full year of interest under the senior secured credit facility and amortization of deferred financing fees. The amount of interest expense will fluctuate due to changes in
LIBOR and potential changes in our applicable spread to LIBOR based upon improvements in our leverage ratio in accordance with our senior secured credit facility.

Other Income, Net

Net other income decreased to $9.5 million in 2007 from $11.3 million in 2006. The decrease was due primarily to reduced cash, cash equivalents and
marketable securities balances from which we generate interest income as a result of our use of an aggregate of $272 million to fund the acquisitions of SurfControl in October 2007 and
PortAuthority in January 2007 and related transaction costs. This

40

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decline
in cash, cash equivalents and marketable securities was partially offset by higher interest rates realized on our balances of cash, cash equivalents and marketable securities during 2007 as
compared with 2006. The majority of our investments of cash and cash equivalents and marketable securities are tax-exempt. We expect that the majority of our cash and cash equivalents and
marketable securities will continue to be held in tax-exempt investments during the foreseeable future. We expect to continue to generate significant cash flow from our operations but we
do not expect to maintain the same level of cash, cash equivalent and marketable securities balances as we maintained prior to our acquisitions of PortAuthority and SurfControl, which will reduce our
net other income from 2007 levels.

Provision for Income Taxes

In 2007, United States and foreign income tax expense was $2.3 million as compared to $18.7 million for 2006. The annual effective income tax rate
for 2007 was (19.0)% compared to 36.8% for 2006. The decrease in the tax rate was primarily the result of the following factors. Related to the acquisition of SurfControl, we recorded certain
post-acquisition net operating losses related to SurfControl's U.S. operations for which no tax benefit is currently recorded due to the uncertainty of future utilization of these losses.
Related to the acquisition of PortAuthority, we expensed acquired in-process research and development in our current year net loss for which a tax deduction is not allowed. In addition,
although the share-based compensation for which no tax benefit is recorded in 2007 and our state income tax provision are both comparable to prior year's amounts, the impact of these items on the
effective tax rate percentage is greater due to the relative size of the pre-tax loss of $12.2 million in 2007 compared to the pre-tax income of $50.8 million in 2006.

Our
effective tax rate may change in future periods due to the composition of taxable income between domestic and international operations, the magnitude of our tax-exempt
income, any future acquisitions and any future changes or interpretations in tax rules and legislation, or corresponding accounting rules.

Years ended December 31, 2006 and 2005

Revenue

Revenue increased to $178.8 million in 2006 from $148.6 million in 2005. The increase was primarily a result of the addition of new, renewed and
upgraded subscriptions from our customers that resulted in a 1.1 million increase in the number of seats under subscription from December 31, 2005 to December 31, 2006.
Approximately 65% of subscription revenue recognized in 2006 and 2005 was derived from renewal business.

Cost of Revenue

Cost of revenue increased to $15.3 million in 2006 from $10.6 million in 2005. The increase was primarily due to the costs associated with
share-based compensation expense relating to our adoption of SFAS 123(R) on January 1, 2006, as well as additional personnel in our technical support and database groups and allocated
costs. As a percentage of revenue, cost of revenue increased to 9% during 2006 from 7% in 2005.

Gross Margin

Gross margin increased to $163.5 million in 2006 from $138.0 million in 2005. The increase was due to increased revenue. As a percentage of revenue,
gross margin decreased to 91% in 2006 from 93% in 2005.

41

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Operating Expenses

Selling and marketing.Selling and marketing expenses increased to $80.1 million in 2006 from $55.3 million in
2005. The increase in selling and marketing expenses of $24.8 million was primarily due to share-based compensation expenses relating to our adoption of SFAS 123(R) on January 1,
2006, as well as additional expenses associated with our new channel strategy, increased personnel costs and related travel, and allocated costs.

Research and development.Research and development expenses increased to $22.7 million in 2006 from
$16.3 million in 2005. The increase of $6.4 million in research and development expenses was primarily due to share-based compensation expense relating to our adoption of
SFAS 123(R) on January 1, 2006, as well as increased personnel needed to support our expanding list of technology partners, the enhancements of Websense Enterprise and additional
products, and allocated costs.

General and administrative.General and administrative expenses increased to $21.3 million in 2006 from
$11.7 million in 2005. The $9.6 million increase in general and administrative expenses was primarily a result of share-based compensation expense relating to our adoption of
SFAS 123(R) on January 1, 2006, as well as additional personnel needed to support our growing operations, and allocated costs.

Other Income, Net

Net other income increased to $11.3 million in 2006 from $5.4 million in 2005. The increase was due primarily to higher interest rates realized on
our increased balances of cash, cash equivalents and marketable securities during 2006 compared with 2005.

Provision for Income Taxes

In 2006, United States and foreign income tax expense was $18.7 million as compared to $21.3 million for 2005. The annual effective income tax rate
for 2006 was 36.8% compared to 35.5% for 2005. The increase in the tax rate is primarily related to an increase in the provision for state income taxes and the impact of SFAS 123(R) on stock
compensation that does not result in a tax deduction. The increase in tax rate is partially offset by an increase in tax exempt income.

Recent Accounting Pronouncements

In September 2006 the FASB issued SFAS No. 157,Fair Value Measurements(SFAS 157). SFAS 157
establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles (GAAP), clarifies the definition of fair value within that framework and expands
disclosures about the use of fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and thus we will adopt SFAS 157 as of
January 1, 2008. We are currently evaluating the impact, if any, that SFAS 157 may have on our future consolidated financial statements.

In
February 2007 the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of
FASB Statement No. 115(SFAS 159). SFAS 159 allows companies to elect to measure certain assets and liabilities at fair value and is effective for fiscal
years beginning after November 15, 2007. We are currently evaluating the impact, if any, that SFAS 159 may have on our future consolidated financial statements.

In
December 2007 the FASB issued SFAS No. 141R,Business Combinations(SFAS 141R). SFAS 141R establishes principles
and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the
financial statement to evaluate the nature and financial effects of the

42

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business
combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations we engage in will
be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS 141R will have an impact on our consolidated financial statements when effective, but the nature
and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we may consummate after the effective date. We are still assessing the impact of this standard on
our future consolidated financial statements.

Liquidity and Capital Resources

As of December 31, 2007, we had cash and cash equivalents of $66.4 million, investments in marketable securities of $19.8 million, and
retained earnings of $67.8 million. As of December 31, 2006, we had cash and cash equivalents of $83.5 million, investments in marketable securities of $243.4 million and
retained earnings of $82.7 million. During 2007, we used our cash, cash equivalents and marketable securities primarily to fund $272 million of the acquisition costs of SurfControl and
PortAuthority, to pay down $20 million of the outstanding balance of our senior secured credit facility and to make, severance and
other nonrecurring restructuring payments relating to the SurfControl acquisition and capital expenditures.

Net
cash provided by operating activities was $53.6 million in 2007 compared with $83.7 million in 2006. The $30.1 million decrease in cash provided by operating
activities in 2007 was primarily due to the net loss recorded in 2007 compared to net income in 2006 and the net change in the operating assets and liabilities, offset by the non-cash
items for depreciation, amortization, share based compensation and deferred income taxes. The net loss in 2007, excluding the non-cash items described above, was driven by our investments
in our two-tier channel strategy, international operations and expanded product offerings. The growth in deferred revenue (subscription amounts in excess of recognizable revenue are
recorded as deferred revenue) in 2007 compared to 2006 helped offset some of the reduced cash flow from operations. Our operating cash flow is significantly influenced by subscription renewals,
accounts receivable collections and deferred revenue. A decrease in subscription renewals or accounts receivable collections, or a lower deferred revenue balance, will negatively impact our operating
cash flow. We expect to continue to generate significant cash flow from operations in 2008.

Net
cash used in investing activities was $259.7 million in 2007 compared with net cash provided by investing activities of $10.5 million in 2006. The $270.2 million
increase in net cash used in investing activities for 2007 was primarily due to the net cash paid for the acquisitions of PortAuthority and SurfControl totaling approximately $477 million and
offset by the net of fewer purchases and more maturities of marketable securities as we were preparing for the acquisitions made in 2007.

Net
cash provided by financing activities was $188.9 million in 2007 compared with net cash used in financing activities of $72.3 million in 2006. The $261.2 million
increase in net cash provided by financing activities in 2007 was primarily due to the net borrowing from the senior secured credit facility used to partially pay for the SurfControl acquisition in
2007. There were also no share repurchases during 2007 compared to $91.4 million made during 2006. These increases were partially offset by a reduction of proceeds from exercises of employee
stock options in 2007 and the repayment of the PortAuthority loan (as more fully described in Note 4 to the audited financial statements).

On
October 11, 2007, in order to finance a portion of the purchase price for SurfControl, we entered into an amended and restated senior credit agreement (the Senior Credit
Agreement). The $225 million senior secured credit facility consists of a five year $210 million senior secured credit facility and a $15 million revolving credit facility. The
senior secured credit facility was fully funded on October 11, 2007, and the revolving line of credit remains unused. On December 31, 2007 we made an optional prepayment under our senior
secured credit facility, reducing the outstanding balance to

43

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$190 million.
The senior secured credit facility is secured by substantially all of our assets, including pledges of stock of some of our subsidiaries (subject to limitations in the case of
foreign subsidiaries) and by secured guarantees by our domestic subsidiaries. The senior secured credit facility amortizes at a minimum rate of 2.5%, 10%, 12.5%, and 15%, respectively, during the
first four years of the term and 60% during the fifth year. In conjunction with our $20 million prepayment on December 31, 2007, we amended our Senior Credit Agreement to eliminate any
additional mandatory principal payments until September 30, 2009. The initial interest rate on the credit facility is LIBOR plus 250 basis points (7.3% at December 31, 2007), and is
subject to step downs in the spread over LIBOR based upon potential future improvements in our total leverage ratio. The unused portion of the revolving credit facility requires a 50 basis points fee
per annum. The Senior Credit Agreement contains financial covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio, as well as affirmative and negative covenants.
We did not borrow any amounts under the original interim credit facility which was entered into on April 26, 2007 and which was terminated by its terms when the Senior Credit Agreement was
executed.

The
Senior Credit Agreement provides that we must maintain hedge agreements so that at least 50% of the aggregate principal amount of the senior secured credit facility is subject to
fixed interest rate protection for a period of not less than 2.5 years. On October 11, 2007 in conjunction with the funding of the senior secured credit facility, we entered into an
interest rate swap agreement to pay a fixed rate of interest (4.85% per annum) and receive a floating rate interest payment (based on three month LIBOR) on an equivalent amount. The initial principal
amount of the swap agreement was $105 million on October 11, 2007. In addition, on October 11, 2007 we entered into an interest rate cap agreement to limit the maximum interest
rate on a portion of our senior secured credit facility to 6.5% per annum. The amount of principal protected by this agreement increases from $5.0 million at December 31, 2007 to
$74.3 million on June 30, 2010. Both the interest rate swap and cap expire on September 30, 2010.

Obligations and commitments.The following table summarizes our contractual payment obligations and commitments as of
December 31, 2007 (in thousands):

|                               |  | Payment Obligation by Year
|------------------------------ |  | --------------------------
|
|Senior secured credit facility |  | $                         
|Operating leases               |  |                           
|Facility exit obligations      |  |                           
|Severance obligations          |  |                           
|Litigation settlement payment  |  |                           
|Software license               |  |                           
|                               |  |                           
|Total                          |  | $                         
|                               |  |                           

Senior
secured credit facility obligations represent the future minimum principal debt payments due under the senior secured credit facility. On January 31, 2008, we made a
voluntary pre-payment of $10 million on our senior secured credit facility. In addition to the amounts listed in the above table, we also have interest payment and fee obligations
related to the senior secured credit facility as more fully described in Note 8 to the audited financial statements.

We
lease our facilities under operating lease agreements that expire at various dates through 2015. Approximately one-half of our operating lease commitments are related to our corporate
headquarters lease, which extends through December 2013. Our corporate headquarters lease includes escalating rent payments from 2008 to 2013. The rent expense related to our worldwide office space
leases are recorded monthly on a straight-line basis in accordance with generally accepted accounting principles.

44

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Facility
exit obligations represent estimated future lease and operating costs from facilities acquired from SurfControl that are being exited (as more fully described in Note 4
to the audited financial statements). These costs will be paid over the respective lease terms through 2013. These amounts are included in our consolidated balance sheet.

Severance
obligations represent the estimated future severance payments in connection with the SurfControl employees who were or will be terminated (as more fully described in
Note 4 to the audited financial statements).

Litigation
settlement payments represent payments to be made in connection with the final settlement for a class action lawsuit (as more fully described in Note 9 to the audited
financial statements).

Software
license obligations represent purchase commitments for software licenses made in the ordinary course of business.

In
addition, due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2007, we are unable to make
reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $11.4 million of unrecognized tax benefits (as more fully described in
Note 11 to the audited financial statements) have been excluded from the contractual payment obligations table above.

Off-Balance Sheet Arrangements.As of December 31, 2007 and 2006, we did not have any relationships with
unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise
if we had engaged in such relationships.

Share Repurchase Program.On April 3, 2003, we announced that our Board of Directors authorized a stock repurchase
program of up to 4 million shares of our common stock. On August 15, 2005, we announced that our Board of Directors increased the size of the stock repurchase program by an additional
4 million shares, for a total program size of up to 8 million shares. On July 25, 2006, we announced that our Board of Directors increased the size of the stock repurchase program
by an additional 4 million shares, for a total program size of up to 12 million shares. Repurchases may be made from time to time on the open market at prevailing market prices or in
privately negotiated transactions, but we must also comply with certain restrictions on share repurchases contained in our senior secured credit facility. Depending on market conditions and other
factors, purchases under this program may be commenced or suspended at any time, or from time to time, without prior notice. During 2007, we did not repurchase any shares under this program due to the
acquisitions of PortAuthority and SurfControl. As of December 31, 2007, we had cumulatively repurchased 8,170,060 shares of our common stock under this program for an aggregate of
$170.4 million at an average price of $20.86 per share.

Prospective Capital Needs.We believe that our cash and cash equivalents balances, investments in marketable securities,
revolving credit balances and our ongoing cash flow from operations will be sufficient to satisfy our cash requirements, including our capital expenditures, debt repayment obligations and stock
repurchases, if any, for at least the next 12 months. In January 2007, we used approximately $86 million of our cash to acquire PortAuthority (which included the repayment of
$4.2 million of PortAuthority indebtedness), and in October 2007 we used approximately $190 million of our cash to acquire SurfControl. In December 2007 and January 2008, we made
voluntary pre-payments on our senior secured credit facility of $20 million and $10 million, respectively. Our cash requirements may increase for reasons we do not currently
foresee or we may make acquisitions as part of our growth strategy that increase our cash requirements. We may elect to raise funds for these

45

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purposes
through capital markets transactions or debt or private equity transactions as appropriate. We intend to continue to invest our cash in excess of current operating and capital requirements in
interest-bearing, investment-grade securities.

Summarized Quarterly Data (Unaudited)

The following tables present our unaudited quarterly financial data. We believe this information has been prepared on a basis consistent with that of our audited
consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the quarterly financial data.
Our quarterly results of operations for these periods are not necessarily indicative of future results of operations.

|                                   |  | 1st Quarter |        | 2nd Quarter |   | 3rd Quarter |  | 4th Quarter |       
|---------------------------------- |  | ----------- | ------ | ----------- | - | ----------- |  | ----------- | ------
|
|2007                               |  |             |        |             |   |             |  |             |       
|Revenue                            |  | $           | 49,747 |             | $ | 50,449      |  | $           | 50,429
|Gross margin                       |  |             | 45,090 |             |   | 45,015      |  |             | 45,334
|Income (loss) from operations      |  |             | 4,595  |             |   | 2,988       |  |             | 4,919 
|Income (loss) before income taxes  |  |             | 7,035  |             |   | 4,463       |  |             | 8,847 
|Net income (loss)                  |  | $           | 3,867  |             | $ | 2,129       |  | $           | 6,395 
|Basic income (loss) per share(1)   |  | $           | 0.09   |             | $ | 0.05        |  | $           | 0.14  
|Diluted income (loss) per share(1) |  | $           | 0.09   |             | $ | 0.05        |  | $           | 0.14  

|
|

|                            |  | 1st Quarter |        | 2nd Quarter |   | 3rd Quarter |  | 4th Quarter
|--------------------------- |  | ----------- | ------ | ----------- | - | ----------- |  | -----------
|
|2006                        |  |             |        |             |   |             |  |            
|Revenue                     |  | $           | 42,060 |             | $ | 43,687      |  | $          
|Gross margin                |  |             | 38,682 |             |   | 39,983      |  |            
|Income from operations      |  |             | 10,017 |             |   | 10,301      |  |            
|Income before income taxes  |  |             | 12,652 |             |   | 13,122      |  |            
|Net income                  |  | $           | 7,944  |             | $ | 8,067       |  | $          
|Basic income per share(1)   |  | $           | 0.17   |             | $ | 0.17        |  | $          
|Diluted income per share(1) |  | $           | 0.16   |             | $ | 0.17        |  | $          

---

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Our market risk exposures are related to our cash, cash equivalents, investments in marketable securities and senior secured credit facility. We invest our excess
cash in highly liquid short-term investments such as municipal bonds, government agency obligations, and corporate bonds. These investments are not held for trading or other speculative
purposes. Changes in interest rates affect the investment income we earn on our investments and the interest expense incurred on our senior secured credit facility and therefore impact our cash flows
and results of operations.

We
are exposed to changes in interest rates primarily from our short-term available-for-sale investments and from our borrowings under our variable
rate senior secured credit facility used in connection with the acquisition of SurfControl in October 2007. Our senior secured credit facility agreement provides that we must maintain hedge agreements
so that at least 50% of the aggregate

46

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principal
amount of the senior secured credit facility is subject to fixed interest rate protection for a period of not less than 2.5 years.

A
hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would materially affect our interest expense. However, the impact of this type of
adverse movement would be partially mitigated by our interest rate swap and cap agreements. Based on our outstanding senior secured credit facility balance at December 31, 2007 and taking into
consideration our interest rate swap and cap, our interest expense would increase by approximately $785,000 during 2008 if there were a hypothetical 100 basis point adverse move in the interest rate
yield curve.

A
hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our interest sensitive investments
at December 31, 2007. Changes in interest rates over time will, however, affect our interest income.

We
utilize foreign currency forward contracts and zero-cost collar contracts to hedge foreign currency market exposures of underlying assets and liabilities. We bill certain
international customers in Euros and British Pounds and SurfControl has historically billed certain international customers in Euros, British Pounds, Australian Dollars, China Yuan Renminbi, Singapore
Dollars, Japanese Yen and Israel New Shekels. We also keep working funds necessary to facilitate the short-term operations of our subsidiaries in the local currencies in which they do
business. Our objective is to reduce the risk to earnings and cash flows associated with changes in foreign currency exchange rates. We do not use foreign currency contracts for speculative or trading
purposes.

Notional
and fair values of our hedging positions at December 31, 2007 and 2006 are presented in the table below (in thousands):

|              |  | December 31, 2007 |       | December 31, 2006
|------------- |  | ----------------- | ----- | -----------------
|
|Euro          |  | €                 | 1,500 |                  
|British Pound |  | £                 |      |                  
|              |  |                   |       |                  
|Total         |  |                   |       |                  
|              |  |                   |       |                  

The
approximate $0.5 million notional increase in our Euro hedged position at December 31, 2007 compared to December 31, 2006 is primarily due to the increase in
Euro billings during 2007. All of the Euro hedging contracts will be settled before March 31, 2008. For 2006 and 2007, less than 15% of our total billings were denominated in the Euro. We do
not expect Euro billings to represent more than 15% of our total billings during 2008.

The
approximate $2.4 million notional decrease in our British Pound hedged position at December 31, 2007 compared to December 31, 2006 is primarily due to the
natural hedge against our British Pound expenditures by billings in the British Pound which began in May 2007. As of December 31, 2007 no British Pound contracts were outstanding. We do not
expect to hedge the British Pound as we continue billing in the British Pound which, because we have substantial operations in the UK and expenses in British Pounds, creates a natural hedge against
our billings in British Pounds.

Given
our foreign exchange position, a 10% change in foreign exchange rates upon which these foreign exchange contracts are based would result in exchange gains and losses. In all
material aspects, these exchange gains and losses would be fully offset by exchange gains and losses on the underlying net monetary exposures for which the contracts are designated as hedges. We do
not expect material exchange rate gains and losses from unhedged foreign currency exposures.

47

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Item 8.    Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The
Board of Directors and Stockholders of Websense, Inc.

We
have audited the accompanying consolidated balance sheets of Websense, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule listed in the Index at
Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule
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, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Websense, Inc. at December 31,
2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31,
2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set forth therein.

As
discussed in Note 1 to the consolidated financial statements, Websense, Inc. adopted Statement of Financial Accounting Standards No. 123 (revised 2004) on
January 1, 2006 and FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109," effective January 1,
2007. Also, as described in Notes 1 and 13 to the consolidated financial statements, during 2006, Websense, Inc. adopted Securities and Exchange Commission Staff Accounting Bulletin
No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements ("SAB 108")." The Company used the one time special
transition provisions of SAB 108 and recorded an adjustment to retained earnings effective January 1, 2006 for correction of prior period errors in recording revenue and deferred
revenue.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Websense, Inc.'s internal control over financial reporting
as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 26, 2008 expressed an unqualified opinion thereon.



San Diego, California
February 26, 2008

48

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Websense, Inc.

Consolidated Balance Sheets

(In thousands, except par value amounts)

|                                             |                                                                                                                                        | December 31,                               |        
|-------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | -------
|
|Assets                                       |                                                                                                                                        |                                            |        
|Current assets:                              |                                                                                                                                        |                                            |        
|                                             | Cash and cash equivalents                                                                                                              |                                            | $      
|                                             | Marketable securities                                                                                                                  |                                            |        
|                                             | Accounts receivable, net of allowance for doubtful accounts of $2,131 and $1,425 at December 31, 2007 and 2006                         |                                            |        
|                                             | Prepaid income taxes                                                                                                                   |                                            |        
|                                             | Current portion of deferred income taxes                                                                                               |                                            |        
|                                             | Other current assets                                                                                                                   |                                            |        
|                                             |                                                                                                                                        |                                            |        
|                                             |                                                                                                                                        | Total current assets                       |        
|                                             | Property and equipment, net                                                                                                            |                                            |        
|                                             | Intangible assets, net                                                                                                                 |                                            |        
|                                             | Goodwill                                                                                                                               |                                            |        
|                                             | Deferred income taxes, less current portion                                                                                            |                                            |        
|                                             | Deposits and other assets                                                                                                              |                                            |        
|                                             |                                                                                                                                        |                                            |        
|                                             |                                                                                                                                        | Total assets                               |        
|                                             |                                                                                                                                        |                                            |        
|Liabilities and stockholders' equity         |                                                                                                                                        |                                            |        
|Current liabilities:                         |                                                                                                                                        |                                            |        
|                                             | Accounts payable                                                                                                                       |                                            | $      
|                                             | Accrued payroll and related benefits                                                                                                   |                                            |        
|                                             | Other accrued expenses                                                                                                                 |                                            |        
|                                             | Current portion of income taxes payable                                                                                                |                                            |        
|                                             | Current portion of deferred tax liability                                                                                              |                                            |        
|                                             | Current portion of deferred revenue                                                                                                    |                                            |        
|                                             |                                                                                                                                        |                                            |        
|                                             |                                                                                                                                        | Total current liabilities                  |        
|Income taxes payable, less current portion   |                                                                                                                                        |                                            | 12,264 
|Senior secured credit facility               |                                                                                                                                        |                                            | 190,000
|Deferred revenue, less current portion       |                                                                                                                                        |                                            | 96,116 
|Deferred tax liability, less current portion |                                                                                                                                        |                                            | 20,964 
|Other long term liabilities                  |                                                                                                                                        |                                            | 1,634  
|                                             |                                                                                                                                        |                                            |        
|                                             |                                                                                                                                        | Total liabilities                          |        
|Stockholders' equity:                        |                                                                                                                                        |                                            |        
|                                             | Common stock$0.01 par value; 100,000 shares authorized; 45,394 and 44,785 shares issued and outstanding at December 31, 2007 and 2006 |                                            |        
|                                             | Additional paid-in capital                                                                                                             |                                            |        
|                                             | Treasury stock, at cost                                                                                                                |                                            |        
|                                             | Retained earnings                                                                                                                      |                                            |        
|                                             | Accumulated other comprehensive loss                                                                                                   |                                            |        
|                                             |                                                                                                                                        |                                            |        
|                                             |                                                                                                                                        | Total stockholders' equity                 |        
|                                             |                                                                                                                                        |                                            |        
|                                             |                                                                                                                                        | Total liabilities and stockholders' equity |        
|                                             |                                                                                                                                        |                                            |        

See
accompanying notes.

49

---



Websense, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

|                                  |                                     | Years Ended December 31,
|--------------------------------- | ----------------------------------- | ------------------------
|
|Revenues                          |                                     | $                       
|Cost of revenues                  |                                     |                         
|                                  |                                     |                         
|Gross margin                      |                                     |                         
|Operating expenses:               |                                     |                         
|                                  | Selling and marketing               |                         
|                                  | Research and development            |                         
|                                  | General and administrative          |                         
|                                  | In-process research and development |                         
|                                  |                                     |                         
|                                  |                                     | Total operating expenses
|                                  |                                     |                         
|(Loss) income from operations     |                                     |                         
|Interest expense                  |                                     |                         
|Other income, net                 |                                     |                         
|                                  |                                     |                         
|(Loss) income before income taxes |                                     |                         
|Provision for income taxes        |                                     |                         
|                                  |                                     |                         
|Net (loss) income                 |                                     | $                       
|                                  |                                     |                         
|Net (loss) income per share:      |                                     |                         
|                                  | Basic net (loss) income per share   |                         
|                                  |                                     |                         
|                                  | Diluted net (loss) income per share |                         
|                                  |                                     |                         
|                                  | Weighted average sharesbasic       |                         
|                                  |                                     |                         
|                                  | Weighted average sharesdiluted     |                         
|                                  |                                     |                         

See
accompanying notes.

50

---



Websense, Inc.

Consolidated Statements of Stockholders' Equity

(In thousands)

|                             |                                                                                                                   | Common stock                                                                          |        |   |     |     |   |         |         |   |          |          |  
|---------------------------- | ----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------ | - | --- | --- | - | ------- | ------- | - | -------- | -------- | -
|
|
|Balance at December 31, 2004 |                                                                                                                   | 47,052                                                                                |        | $ | 235 |     | $ | 150,447 |         | $ |         |          | $
|                             | Issuance of common stock upon exercise of options                                                                 |                                                                                       | 2,434  |   |     | 12  |   |         | 24,594  |   |          |         |  
|                             | Issuance of common stock for ESPP purchase                                                                        |                                                                                       | 314    |   |     | 2   |   |         | 3,356   |   |          |         |  
|                             | Issuance of common stock for stock dividend                                                                       |                                                                                       |       |   |     | 251 |   |         | (251    | ) |          |         |  
|                             | Purchase of treasury stock                                                                                        |                                                                                       | (1,858 | ) |     |    |   |         |        |   |          | (48,340  | )
|                             | Tax benefit of stock options                                                                                      |                                                                                       |       |   |     |    |   |         | 19,680  |   |          |         |  
|                             |                                                                                                                   | Net income                                                                            |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Net change in unrealized loss on marketable securities, net of tax                    |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Net change in unrealized loss on fair value of foreign currency contracts, net of tax |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             | Comprehensive income                                                                                              |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|Balance at December 31, 2005 |                                                                                                                   | 47,942                                                                                |        |   | 500 |     |   | 197,826 |         |   | (48,340  | )        |  
|                             | Revenue recognition errornet of tax upon adoption of SAB 108 (see Note 13)                                       |                                                                                       |       |   |     |    |   |         |        |   |          |         |  
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             | Balance at January 1, 2006 upon adoption of SAB 108                                                               |                                                                                       | 47,942 |   |     | 500 |   |         | 197,826 |   |          | (48,340  | )
|                             | Issuance of common stock upon exercise of options                                                                 |                                                                                       | 946    |   |     | 7   |   |         | 11,573  |   |          |         |  
|                             | Issuance of common stock for ESPP purchase                                                                        |                                                                                       | 197    |   |     | 2   |   |         | 3,978   |   |          |         |  
|                             | Share-based compensation expense                                                                                  |                                                                                       |       |   |     |    |   |         | 20,358  |   |          |         |  
|                             | Excess tax benefit of share-based compensation                                                                    |                                                                                       |       |   |     |    |   |         | 3,567   |   |          |         |  
|                             | Purchase of treasury stock                                                                                        |                                                                                       | (4,300 | ) |     |    |   |         |        |   |          | (91,404  | )
|                             |                                                                                                                   | Net income                                                                            |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Net change in unrealized gain on marketable securities, net of tax                    |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Net change in unrealized gain on fair value of foreign currency contracts, net of tax |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             | Comprehensive income                                                                                              |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|Balance at December 31, 2006 |                                                                                                                   | 44,785                                                                                |        |   | 509 |     |   | 237,302 |         |   | (139,744 | )        |  
|                             | Cumulative impact of change in accounting for uncertainties in income taxesupon adoption of FIN 48 (see Note 11) |                                                                                       |       |   |     |    |   |         | (859    | ) |          |         |  
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             | Balance at January 1, 2007 upon adoption of FIN 48                                                                |                                                                                       | 44,785 |   |     | 509 |   |         | 236,443 |   |          | (139,744 | )
|                             | Issuance of common stock upon exercise of options                                                                 |                                                                                       | 339    |   |     | 4   |   |         | 3,256   |   |          |         |  
|                             | Issuance of common stock for ESPP purchase                                                                        |                                                                                       | 240    |   |     | 2   |   |         | 4,315   |   |          |         |  
|                             | Issuance of common stock from restricted stock units, net                                                         |                                                                                       | 30     |   |     |    |   |         |        |   |          | (48      | )
|                             | Share-based compensation expense                                                                                  |                                                                                       |       |   |     |    |   |         | 22,140  |   |          |         |  
|                             | Excess tax benefit of share-based compensation                                                                    |                                                                                       |       |   |     |    |   |         | 1,010   |   |          |         |  
|                             |                                                                                                                   | Net loss                                                                              |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Net change in unrealized gain on marketable securities, net of tax                    |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Net change in unrealized gain on fair value of foreign currency contracts, net of tax |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Unrealized loss on interest rate swap and cap, net of tax                             |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   | Translation adjustments                                                               |        |  |     |     |  |         |         |  |          |          | 
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             | Comprehensive loss                                                                                                |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  
|Balance at December 31, 2007 |                                                                                                                   | 45,394                                                                                |        | $ | 515 |     | $ | 267,164 |         | $ | (139,792 | )        | $
|                             |                                                                                                                   |                                                                                       |        |   |     |     |   |         |         |   |          |          |  

See accompanying notes.

51

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Websense, Inc.

Consolidated Statements of Cash Flows

(In thousands)

|                                                                                         |                                                                                                              | Years ended December 31,             |         
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------------------ | --------
|
|Operating activities:                                                                    |                                                                                                              |                                      |         
|Net (loss) income                                                                        |                                                                                                              | $                                    | (14,565 
|Adjustments to reconcile net (loss) income to net cash provided by operating activities: |                                                                                                              |                                      |         
|                                                                                         | Depreciation and amortization                                                                                |                                      |         
|                                                                                         | In-process research and development                                                                          |                                      |         
|                                                                                         | Share-based compensation                                                                                     |                                      |         
|                                                                                         | Deferred income taxes                                                                                        |                                      |         
|                                                                                         | Realized and unrealized gain (loss) on foreign exchange contracts                                            |                                      |         
|                                                                                         | Tax benefit from exercise of stock options                                                                   |                                      |         
|                                                                                         | Excess tax benefit from share-based compensation                                                             |                                      |         
|                                                                                         | Changes in operating assets and liabilities, net of effects from purchases of PortAuthority and SurfControl: |                                      |         
|                                                                                         |                                                                                                              | Accounts receivable                  |         
|                                                                                         |                                                                                                              | Other assets                         |         
|                                                                                         |                                                                                                              | Accounts payable                     |         
|                                                                                         |                                                                                                              | Accrued payroll and related benefits |         
|                                                                                         |                                                                                                              | Other liabilities                    |         
|                                                                                         |                                                                                                              | Deferred revenue                     |         
|                                                                                         |                                                                                                              | Income taxes payable                 |         
|                                                                                         |                                                                                                              |                                      |         
|Net cash provided by operating activities                                                |                                                                                                              |                                      | 53,607  
|                                                                                         |                                                                                                              |                                      |         
|Investing activities:                                                                    |                                                                                                              |                                      |         
|Purchase of intangible asset                                                             |                                                                                                              |                                      |        
|Cash paid to acquire PortAuthority, net of cash acquired                                 |                                                                                                              |                                      | (81,988 
|Cash paid to acquire SurfControl, net of cash acquired                                   |                                                                                                              |                                      | (395,062
|Purchase of property and equipment                                                       |                                                                                                              |                                      | (5,866  
|Purchases of marketable securities                                                       |                                                                                                              |                                      | (506,913
|Maturities of marketable securities                                                      |                                                                                                              |                                      | 730,595 
|Sales of marketable securities                                                           |                                                                                                              |                                      |        
|Cash received from sale of the option contracts on SurfControl acquisition               |                                                                                                              |                                      | 5,308   
|Cash paid for option contracts on SurfControl acquisition                                |                                                                                                              |                                      | (5,750  
|                                                                                         |                                                                                                              |                                      |         
|Net cash (used in) provided by investing activities                                      |                                                                                                              |                                      | (259,676
|                                                                                         |                                                                                                              |                                      |         
|Financing activities:                                                                    |                                                                                                              |                                      |         
|Borrowings under senior secured credit facility                                          |                                                                                                              |                                      | 210,000 
|Principal payments on senior secured credit facility                                     |                                                                                                              |                                      | (20,000 
|Cash paid for deferred financings fees under senior secured credit facility              |                                                                                                              |                                      | (5,444  
|Proceeds from exercise of stock options                                                  |                                                                                                              |                                      | 3,260   
|Proceeds from issuance of common stock for stock purchase plan                           |                                                                                                              |                                      | 4,317   
|Repayment of PortAuthority loan                                                          |                                                                                                              |                                      | (4,214  
|Excess tax benefit of share-based compensation                                           |                                                                                                              |                                      | 1,010   
|Purchase of treasury stock                                                               |                                                                                                              |                                      |        
|                                                                                         |                                                                                                              |                                      |         
|Net cash provided by (used in) financing activities                                      |                                                                                                              |                                      | 188,929 
|                                                                                         |                                                                                                              |                                      |         
|(Decrease) increase in cash and cash equivalents                                         |                                                                                                              |                                      | (17,140 
|Cash and cash equivalents at beginning of year                                           |                                                                                                              |                                      | 83,523  
|                                                                                         |                                                                                                              |                                      |         
|Cash and cash equivalents at end of year                                                 |                                                                                                              | $                                    | 66,383  
|                                                                                         |                                                                                                              |                                      |         
|Supplemental disclosures of cash flow information:                                       |                                                                                                              |                                      |         
|Income taxes paid                                                                        |                                                                                                              | $                                    | 14,454  
|Unrealized gain (loss) on marketable securities                                          |                                                                                                              | $                                    | 81      

See accompanying notes.

52

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Websense, Inc.

Notes to Consolidated Financial Statements

December 31, 2007

1. Summary of Significant Accounting Policies

Description of Business

Websense, Inc. ("Websense" or the "Company") commenced operations in 1994. Websense is a provider of Web security and data loss prevention solutions,
providing products that protect organizations' employees and critical business data from external Web-based and email-based attacks, and from internal employee-generated threats such as an
employee error or malfeasance. The Company's customers use our software products to provide a secure and productive computing environment for employees, business partners and customers.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles (GAAP) in the United States requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries in Australia, Austria, Brazil, Canada, China, France,
Germany, India, Ireland, Israel, Italy, Japan, Mauritius, the Netherlands, the United Kingdom and the United States. Significant intercompany accounts and transactions have been eliminated in
consolidation. As further described in Note 4, Websense acquired SurfControl plc ("SurfControl") on October 3, 2007 and thus the results of operations of SurfControl and its
wholly-owned subsidiaries are reflected in Websense's results of operations beginning on the date of acquisition.

For
fiscal years 2005 and 2006 and most of fiscal 2007, the Company's sales were primarily denominated in its functional currency which has been the U.S. dollar. With the acquisition of
SurfControl, Websense now has some subsidiaries with functional currencies other than the U.S. dollar. The assets and liabilities of these subsidiaries, where the local currency is the functional
currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of accumulated
other comprehensive income (loss). Revenue and expense accounts are translated at average exchange rates during the year. The Company recorded foreign currency transaction gains (losses) of $482,000,
$96,000 and ($32,000) for the years ended December 31, 2007, 2006 and 2005, respectively, which are included in "Other income, net" on its consolidated statements of operations.

Revenue Recognition

The Company has adopted American Institute of Certified Public Accountants Statement of Position No. 97-2,Software
Revenue Recognition(SOP 97-2) as amended by SOP 98-9, as well as Staff Accounting Bulletin No. 104, Revenue Recognition, as issued
by the Securities and Exchange Commission. These statements and bulletin provide guidance for recognizing revenue related to sales by software vendors.

The
Company sells its products on a subscription basis. A subscription is generally 12, 24 or 36 months in duration and for a fixed number of seats or devices. The Company
recognizes revenue on

53

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

a
daily straight-line basis, commencing with the day the subscription begins, over the term of the subscription agreement provided collectability is reasonably assured and all the other
elements of revenue recognition have been met. Upon entering into a subscription arrangement for a fixed or determinable fee, the Company electronically delivers access codes to users and then
promptly invoices customers for the full amount of their subscriptions. Payment is due for the full term of the subscription, generally within 30-60 days of invoicing.

The
Company records amounts billed to customers in excess of recognizable revenue as deferred revenue in the accompanying consolidated balance sheets. The Company amortizes deferred
revenues over the term of the subscription agreement commencing with the day the agreement is signed.

The
Company records distributor marketing payments and channel rebates in accordance with Emerging Issues Task Force Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products),which states these payments and rebates
should be recorded as an offset to revenue. The Company recognizes distributor marketing payments as an offset to revenue in the period the marketing service is provided. The Company
recognizes channel rebates as an offset to revenue on a straight-line basis over the term of the corresponding subscription agreement.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of ninety days or less when purchased to be cash equivalents. The Company generally invests
its excess cash in fixed-income obligations with strong credit ratings. Such investments are made in accordance with the Company's investment policy, which establishes guidelines relative to
diversification and maturities designed to maintain safety and liquidity. These guidelines are periodically reviewed and modified if necessary to take advantage of trends in yields and interest rates.
The Company has not experienced any losses on its cash and cash equivalents.

Marketable Securities

Marketable securities at December 31, 2007 primarily consist of municipal bonds. The Company has the ability and intent, if necessary, to liquidate any of
its investment securities in order to meet the liquidity needs of current obligations. The Company currently classifies all investment securities as available for sale. Securities classified as
available for sale are reported at fair value, adjusted for other-than-temporary declines in value. The Company records other-than-temporary declines in
value to earnings as realized losses. The Company has not had any investment security losses taken to date related to other-than-temporary declines in value. Unrealized holding
gains and losses on securities available for sale are reported as a net amount in a separate component of accumulated other comprehensive income (loss) until realized. Realized gains and losses are
recorded based on the specific identification method.

54

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

Interest on Cash and Marketable Securities

The Company's interest on cash and cash equivalents and marketable securities, included as a component of other income, net, was $8.5 million,
$11.2 million and $6.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Acquisitions, Goodwill and Other Intangible Assets.

The Company accounts for acquired businesses using the purchase method of accounting in accordance with SFAS No. 141,Business
Combinations(SFAS 141), which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any
excess of the purchase price over the estimated fair values of net assets acquired is recorded as goodwill. In accordance with SFAS No. 142,Goodwill and Other
Intangible Assets(SFAS 142), the Company reviews goodwill that has an indefinite useful life for impairment at least annually in our fourth fiscal quarter, or more
frequently if an event occurs indicating the potential for impairment. Intangible assets with finite lives are carried at cost less accumulated amortization. The Company amortizes the cost of
identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. In accordance with SFAS
No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS 144), the Company reviews intangible assets for
impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the value of future undiscounted cash flows is less than the carrying amount of an
asset, the Company records an impairment loss based on the excess of the carrying amount over the fair value of the asset. No impairment losses were recorded in 2007, 2006 or 2005.

Fair Value of Financial Instruments

The fair values of investment securities have been determined using values supplied by an independent pricing service and are disclosed together with carrying
amounts in Note 2. The carrying value of cash equivalents, accounts receivable, accounts payable, accrued liabilities and the senior secured credit facility approximate their fair values.

Derivatives

The Company uses derivatives to manage foreign currency risk and interest rate risk and not for speculative or trading purposes. The Company's objective is to
reduce the risk to earnings and cash flows associated with changes in foreign currency exchange rates. Gains and losses resulting from changes in the fair values of those derivative instruments are
recorded to earnings or other comprehensive income depending on the use of the derivative instrument and whether it qualifies for hedge accounting.

During
2007 and 2006, the Company utilized Euro foreign currency forward contracts to hedge anticipated Euro denominated accounts receivable. During 2007 and 2006, the Company utilized
British Pound zero-cost collar contracts to hedge anticipated operating expenses. All such contracts entered into were designated as either fair value hedges or cash flow hedges and were
considered effective, if applicable, as defined by SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities

55

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

(SFAS 133),
as amended. None of the contracts were terminated prior to settlement. Net realized losses related to the contracts designated as fair value hedges settled during 2007 and 2006 are
included in other income, net, in the accompanying consolidated statements of operations and amounted to approximately $279,000 for 2007 and $191,000 for 2006, respectively. Net realized gains related
to the contracts designated as cash flow hedges settled during 2007 and 2006 are included in the respective operating categories the Company hedges its British Pound expenditures against. These net
realized gains amounted to approximately $19,000 in 2007 and $117,000 in 2006, respectively.

Notional
and fair values of the Company's hedging position at December 31, 2007 and 2006 are presented in the table below (in thousands):

|              |  | December 31, 2007 |       | December 31, 2006
|------------- |  | ----------------- | ----- | -----------------
|
|Euro          |  | €                 | 1,500 |                  
|British Pound |  | £                 |      |                  
|              |  |                   |       |                  
|Total         |  |                   |       |                  
|              |  |                   |       |                  

Euro
forward contracts at December 31, 2007 were designated as fair value hedges and were not required to be tested for effectiveness as hedge accounting was not selected. All
Euro contracts will be settled before March 31, 2008. Realized gains or losses related to the settlements, if any, will be recorded in other income, net at the time of settlement.

As
of December 31, 2007 there were no British Pound contracts outstanding. In May 2007 the Company began billing in the British Pound which creates a natural hedge against our
British Pound expenditures. All British Pound contracts during 2006 were designated as cash flow hedges and were determined to be effective as of December 31, 2006. All British Pound contracts
outstanding at December 31, 2006 were settled during 2007. Realized gains and losses related to the settlements, if any, were recorded in the respective operating categories the Company hedges
its British Pound expenditures against.

The
Company's senior secured credit facility agreement provides that the Company must maintain hedge agreements so that at least 50% of the aggregate principal amount of the senior
secured credit facility is subject to fixed interest rate protection for a period of not less than 2.5 years. On October 11, 2007 in conjunction with the funding of the senior secured
credit facility, the Company entered into an interest rate swap agreement to pay a fixed rate of interest (4.85% per annum) and receive a floating rate interest payment (based on three month LIBOR) on
an equivalent amount. The initial principal amount of the swap agreement was $105 million on October 11, 2007. In addition, on October 11, 2007 the Company entered into an
interest rate cap agreement to limit the maximum interest rate on a portion of its senior secured credit facility to 6.5% per annum. The amount of principal protected by this cap agreement increases
from $5 million at December 31, 2007 to $74.3 million on June 30, 2010. Both the interest rate swap and cap expire on September 30, 2010.

56

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Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

The Company sells its products to customers primarily in the United States, Canada, Europe, Asia, Australia and Latin America. The Company maintains a reserve for
potential credit losses and historically such losses have been within management's estimates. The Company's broad-line distributor in North America accounted for approximately 12% of the Company's
revenue during 2007.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, ranging from three to
seven years. Depreciation and amortization of leasehold improvements are computed using the shorter of the remaining lease term or the economic life.

Computer Software Costs

In accordance with SFAS No. 86,Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed(SFAS 86), costs are capitalized, when significant, in the development of specific computer software products after establishment of technological feasibility
and marketability. There have been no such costs capitalized to date as the costs incurred during the period between technological feasibility to general release have not been significant.

The
Company accounts for internally developed computer software costs, incurred in the application stage, in accordance with SOP No. 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal
Use(SOP 98-1). There have been no such costs
capitalized to date as the costs incurred for internally developed computer software have not been significant.

Advertising Expenses

Advertising costs are expensed as incurred. Total advertising costs for the years ended December 31, 2007, 2006 and 2005 were $7.8 million,
$4.9 million and $4.8 million, respectively.

Share-Based Compensation

Through December 31, 2005, the Company accounted for share-based employee compensation plans under the intrinsic value measurement and recognition
provisions of Accounting Principles Board (APB) Opinion No. 25Accounting for Stock Issued to Employees(APB 25), and related
Interpretations, as permitted by SFAS No. 123Accounting for Stock-Based Compensation(SFAS 123). Accordingly, the Company recorded no
share-based employee compensation expense for options granted under its Amended and Restated 2000 Stock Incentive Plan (2000 Plan) or its predecessor plans (or options granted as non-plan
inducement options) during 2005 as all other options granted had exercise prices equal to the fair market value of the common stock on the date of grant. The Company also recorded no compensation
expense in connection with the Employee Stock Purchase Plan during 2005 as the purchase price of the stock was not less than 85% of the lower of the fair market value of the common stock at the
beginning of each offering period or at the end of each purchase period. Through December 31, 2005 in accordance with SFAS 123 and SFAS No. 148,Accounting
for Stock-Based CompensationTransition and Disclosure(SFAS 148), the Company disclosed net income or loss and

57

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

net
income or loss per share as if the fair value-based method was applied in measuring compensation expense for share-based incentive programs.

Effective
January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123(R), using the modified prospective transition method. Under that transition
method, compensation expense that the Company recognized beginning on that date includes: (a) compensation expense for all share-based awards granted prior to, but not yet vested as of
January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation expense for all share-based awards
granted on or after January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). Results for prior periods will not be restated.

Effective
January 1, 2006, the Company adopted FASB Staff Position FAS No. 123R-3,Transition Election Related to Accounting for the Tax
Effects of Share-Based Payment Awards, (FAS 123R-3). FAS 123R-3 provides a practical exception when transitioning to the accounting
requirements in SFAS 123R. The Company has used the simplified method to calculate the pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to adopting
SFAS 123R (termed the "APIC Pool"). The adoption of FAS 123R-3 for the year ended December 31, 2006 did not have a material impact on the Company's consolidated
financial statements.

The
table below reflects the pro-forma net income and earnings per share for the year ended December 31, 2005 as if the Company had applied the fair value recognition
provisions of SFAS 123 (in thousands, except per share amounts):

Year Ended December 31,
2005Net incomeas reported

$
38,768Share-based compensation expense, net of tax


(10,794
)Net income, including the effect of share-based compensation expense

$
27,974Basic net income per shareas reported

$
0.82Basic net income per share, including the effect of shared-based compensation expenses

$
0.59Diluted net income per shareas reported

$
0.79Diluted net income per share, including the effect of share-based compensation expense

$
0.57


58

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

The
results for 2007 and 2006 include share-based compensation expense of $22.1 million and $20.4 million, respectively, (excluding tax effects) in the following expense
categories of the consolidated statement of operations.

Years Ended December 31,2007

2006Share-based compensation in:Cost of revenue

$
1,506

$
1,476Total share-based compensation in cost of revenue


1,506


1,476Selling and marketing


8,921


8,264Research and development


4,115


3,573General and administrative


7,598


7,045Total share-based compensation in operating expenses


20,634


18,882Total share-based compensation

$
22,140

$
20,358


At
December 31, 2007, there was $62.1 million of total unrecognized compensation cost related to share-based compensation arrangements granted under all equity compensation
plans (excluding tax effects). That total unrecognized compensation cost will be adjusted for estimated forfeitures as well as for future changes in estimated forfeitures. The Company expects to
recognize that cost over a weighted average period of approximately 2.7 years.

The
Company estimates the fair value of options granted using the Black-Scholes option valuation model and the assumptions shown in the tables below. The Company estimates the expected
term of options granted based on the history of grants and exercises in the Company's option database. The Company estimates the volatility of its common stock at the date of grant based on both the
historical volatility as well as the implied volatility of publicly traded options on its common stock, consistent with SFAS 123(R) and Securities and Exchange Commission Staff Accounting
Bulletin No. 107 (SAB 107). The Company bases the risk-free interest rate that is used in the Black-Scholes option valuation model on the implied yield in effect at the time
of option grant on U.S. Treasury zero-coupon issues with equivalent remaining terms. The Company has never paid any
cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes
option valuation model. The Company amortizes the fair value ratably over the vesting period of the awards, which is typically four years. The Company uses historical data to estimate
pre-vesting option forfeitures and records share-based expense only for those awards that are expected to vest. For purposes of calculating pro forma information under SFAS 123 for
periods prior to January 1, 2006, the Company accounted for forfeitures as they occurred.

59

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

The
Company used the following assumptions to estimate the fair value of stock options granted for the years ended December 31, 2007, 2006 and 2005:

Years Ended December 31,2007

2006

2005Average expected life (years)

3.1

3.1

4.9Average expected volatility factor

35.2
%
40.2
%
44.2
%Average risk-free interest rate

4.5
%
3.6
%
4.0
%Average expected dividend yield








The
Company used the following assumptions to estimate the fair value of the semi-annual employee stock purchase plan share grant during the years ended December 31,
2007, 2006 and 2005:

Years Ended December 31,2007

2006

2005Average expected life (years)

1.3

1.3

1.3Average expected volatility factor

34.4
%
36.2
%
44.6
%Average risk-free interest rate

4.3
%
4.9
%
3.6
%Average expected dividend yield








The
Company's determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company's stock price as well as assumptions
regarding a number of complex and subjective variables. These variables include, but are not limited to the Company's expected stock price volatility over the term of the awards, and actual and
projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully
transferable. Because the Company's employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can
materially affect the estimated value, in management's opinion, the existing valuation models may not provide an accurate measure of the fair value of the Company's employee stock options. Although
the fair value of employee stock options is determined in accordance with SFAS 123(R) and SAB 107 using an option-pricing model, that value may not be indicative of the fair value
observed in a willing buyer/willing seller market transaction.

Comprehensive Income

SFAS No. 130Reporting Comprehensive Income(SFAS 130) requires that all components of comprehensive
income, including net income, be reported in the financial statements in the period in which they are recognized. Comprehensive income is defined as the change in equity during a period from
transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, and
unrealized gains and losses on investments, shall be reported, net of their related tax effect, to arrive at comprehensive income (loss).

60

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consisted of the following (in thousands):

December 31,2007

2006Unrealized loss on marketable securities

$


$
(81
)Unrealized loss on fair value of foreign currency contracts





(9
)Unrealized loss on interest rate swap and cap


(998
)

Translation adjustment


(322
)

$
(1,320
)
$
(90
)


Net Income Per Share

The Company computes net income per share in accordance with SFAS No. 128,Earnings Per Share(SFAS 128). Under the provisions of SFAS 128, basic net income per share is computed by dividing the net income for the period by the weighted average number of common shares outstanding
during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the
period. Common equivalent shares for all periods presented consist of dilutive stock options and restricted stock units. Dilutive securities include both dilutive stock options and dilutive restricted
stock units and are calculated based on the average share price for each fiscal period using the treasury stock method.

As
the Company reported a net loss in 2007, basic and diluted net loss per share were the same. Potentially dilutive securities outstanding were not included in the computation of
diluted net loss per share because to do so would have been anti-dilutive. Potentially dilutive securities totaling 4,666,000 and 212,000 for the years ended December 31, 2006 and
2005, respectively, were excluded from historical basic and diluted earnings per share because of their anti-dilutive effect as these stock options had exercise prices greater than the
average market price of the common shares.

61

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

The
following is a reconciliation of the numerator and denominator of basic earnings per share (EPS) to the numerator and denominator of diluted EPS for all periods presented.

Net (Loss) Income (Numerator)

Shares (Denominator)

Per Share Amount(In thousands, except per share amounts)For the Years Ended:December 31, 2007:Basic EPS

$
(14,565
)
45,107

$
(0.32
)Effect of options







Diluted EPS

$
(14,565
)
45,107

$
(0.32
)December 31, 2006:Basic EPS

$
32,093

46,494

$
0.69Effect of options




622


(0.01
)Diluted EPS

$
32,093

47,116

$
0.68December 31, 2005:Basic EPS

$
38,768

47,491

$
0.82Effect of options




1,705


(0.03
)Diluted EPS

$
38,768

49,196

$
0.79


Income Taxes

The Company applies the liability method of accounting for income taxes as set forth in SFAS No. 109,Accounting for Income Taxes(SFAS 109). Under the liability method, deferred taxes are determined
based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences
reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

In
July 2006, the FASB issued Interpretation 48,Accounting for Uncertainty in Income Taxes(FIN 48), which became effective for
the Company beginning in 2007. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return and also provides guidance on various related matters such as derecognition, interest and penalties and disclosure. The Company adopted FIN 48 effective January 1,
2007 and the provisions of FIN 48 have been applied to all income tax positions commencing from that date. The Company recognizes potential accrued interest and penalties related to
unrecognized tax benefits as income tax expense. The cumulative effect of applying the provisions of FIN 48 has been reported as an adjustment to the January 1, 2007 balance of
additional paid in capital and retained earnings on the consolidated balance sheet.

62

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

1. Summary of Significant Accounting Policies (Continued)

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of the Company's customers to pay
their invoices. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Recently Issued Accounting Standards

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements(SFAS 157). SFAS 157
establishes a framework for measuring fair value in accordance with GAAP, clarifies the definition of fair value within that framework and expands disclosures about the use of fair value measurements.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and thus the Company will adopt SFAS 157 as of January 1, 2008. The Company is currently
evaluating the impact, if any, that SFAS 157 may have on its future consolidated financial statements.

In
February 2007 the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of
FASB Statement No. 115(SFAS 159). SFAS 159 allows companies to elect to measure certain assets and liabilities at fair value and is effective for fiscal
years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, that SFAS 159 may have on its future consolidated financial statements.

In
December 2007 the FASB issued SFAS No. 141R,Business Combinations(SFAS 141R). SFAS 141R establishes principles
and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree. The statement also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations the Company engages in will
be recorded and disclosed following existing GAAP until January 1, 2009. The Company expects SFAS 141R may have an impact on its consolidated financial statements when effective, but the
nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions, if any, consummated after the effective date. The Company is still assessing the impact of
this standard on its future consolidated financial statements.

2. Marketable Securities

Investments in marketable securities consisted of the following at December 31, 2007 (in thousands):

Amortized Cost

Unrealized Gains

Unrealized (Losses)

Estimated Fair ValueMunicipal Bonds

$
19,781

$


$


$
19,781


63

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

2. Marketable Securities (Continued)

Investments
in marketable securities consisted of the following at December 31, 2006 (in thousands):

Amortized Cost

Unrealized Gains

Unrealized (Losses)

Estimated Fair ValueAuction Rate Notes

$
46,260

$


$


$
46,260Corporate Bonds


20,633





(12
)

20,621Government Agency Obligations


10,524





(6
)

10,518Municipal Bonds


166,046





(63
)

165,983$
243,463

$


$
(81
)
$
243,382


The
amortized cost and estimated fair value of the securities at December 31, 2007 and 2006, by contractual maturity, are shown below (in thousands):

2007

2006Amortized Cost

Estimated Fair Value

Amortized Cost

Estimated Fair ValueDue within 1 year

$
19,781

$
19,781

$
197,992

$
197,905Due between 1 and 3 years








45,471


45,477$
19,781

$
19,781

$
243,463

$
243,382


Realized
gains (losses) from investments in marketable securities for the years ended 2007, 2006 and 2005 were $0, $0 and ($5,000), respectively.

3. Property and Equipment

Property and equipment consisted of the following (in thousands):

December 31,Estimated Useful Lives2007

2006Computer hardware and software

3 years

$
33,400

$
18,245Office furniture and equipment

3-7 years


6,339


3,69639,739


21,941Accumulated depreciation




(22,082
)

(16,148
)$
17,657

$
5,793


Depreciation
expense for 2007, 2006 and 2005 was $5.9 million, $3.3 million and $2.6 million, respectively.

64

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

4. Acquisitions

PortAuthority

On January 8, 2007, the Company acquired all of the outstanding stock of PortAuthority Technologies, Inc. (PortAuthority), a provider of data loss
prevention technology. The Company acquired PortAuthority to combine the two companies' technologies to help customers prevent unauthorized use or disclosure of confidential data while simultaneously
protecting users and data from external malicious threats. The Company expects to benefit from the acquisition by expanding its product offerings and increasing its revenues. These are among the
factors that contributed to a purchase price for the PortAuthority acquisition that resulted in the recognition of goodwill of $73.6 million. PortAuthority's operations were included in the
Company's results of operations beginning on the date of acquisition.

Pursuant
to the terms of the purchase agreement, the Company acquired all of PortAuthority's outstanding capital stock for $88.4 million in cash, funded with existing cash
resources. The total purchase price, including transaction costs of approximately $1.9 million, has been allocated to tangible and intangible assets acquired based on estimated fair values,
with the remainder classified as goodwill. None of the goodwill recorded as part of this acquisition will be deductible for tax purposes.

The
total purchase price of the acquisition was as follows (in thousands):

Cash paid for PortAuthority business

$
88,393Transaction costs


1,897Total purchase price

$
90,290


The
total purchase price has been allocated as follows (in thousands):

Fair value of net tangible assets acquired and liabilities assumed:Cash and cash equivalents

$
8,078Other assets


2,682Other liabilities


(6,600
)Long-term loan


(4,214
)(54
)Fair value of identifiable intangible assets acquired:Technology


12,700Non-compete agreements


800Customer relationships


700Trade name


51014,710In-process research and development





1,270Goodwill





74,364Total purchase price




$
90,290


The
$4.2 million of PortAuthority indebtedness assumed in the transaction was repaid in the first quarter of 2007.

65

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

4. Acquisitions (Continued)

The
amount allocated to in-process research and development represents the fair value of an acquired, to-be-completed research project. The estimated
value of approximately $1.3 million of the research project was determined by estimating the costs to develop the acquired technology into a commercially viable product, estimating the future
net cash flows from the project once commercially viable, and discounting the net cash flows to their present value. As of the acquisition date, this project was not expected to have reached
technological feasibility and will have no alternative future use. Accordingly, the amount allocated to in-process research and
development was charged to the Company's statement of operations for the year ended December 31, 2007.

SurfControl

On October 3, 2007, the Company completed the acquisition of SurfControl plc (SurfControl), a U.K. based provider of Web and e-mail
security solutions. The Company acquired SurfControl to create a security solutions company with the scale and product offerings to compete more effectively with large global security software
companies. In connection with the acquisition, the holders of outstanding SurfControl capital stock, stock options and long term incentive plan awards received total cash of approximately
£220 million (approximately $449 million based upon the exchange rate in effect on October 2, 2007, the date on which the acquisition was sanctioned by the U.K.
Courts). Following the acquisition, the Company received approximately £16 million (approximately $33 million) in proceeds from the exercise of SurfControl employee stock
options that became fully vested and exercisable upon the closing of the acquisition. The Company was obligated to pay the purchase price for the acquisition in British Pounds. The acquisition was
financed through a combination of the Company's existing cash resources and the net proceeds from a $210 million senior secured credit facility (as more fully described in Note 8).

The
total purchase price of the acquisition was as follows (in thousands):

Cash paid for SurfControl

$
448,760Transaction costs


12,297Total purchase price

$
461,057


The
transaction costs incurred by the Company primarily consist of fees for financial advisors, attorneys, accountants and other advisors directly related to the transaction. As the
Company retained a financial advisor to provide both advisory services in structuring the acquisition and providing financing, the Company included, of the amounts paid to the financial advisor,
$4.7 million of advisory services as transaction costs and $4.5 million as deferred financing costs related to the senior secured credit facility.

Under
the purchase method of accounting, the total purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities
assumed based on their estimated fair values. The excess of the purchase price over the aggregate fair values is recorded to goodwill. The purchase price allocation is preliminary and subject to
revision as more detailed analyses are completed and additional information on the fair value of assets and liabilities becomes available. Any change in the fair value of the net assets acquired will
change the amount of the purchase price allocable to goodwill. None of the goodwill recorded as part of the SurfControl

66

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

4. Acquisitions (Continued)

acquisition
is expected to be deductible for tax purposes. The purchase price will be finalized in fiscal 2008.

In
performing the preliminary purchase price allocation, the Company considered, among other factors, the use of the acquired assets, analyses of historical financial performance and
estimates of future performance of SurfControl's products. The fair value of intangible assets was based on a valuation completed by a third party valuation firm using an income approach and estimates
and assumptions provided by management. Customer relationships represent the underlying relationships and agreements with SurfControl's installed customer base. Technology represents SurfControl's
developed products that have reached technological feasibility.

The
Company has estimated the fair value of the support obligations related to the deferred revenue assumed from SurfControl in connection with the acquisition. The estimated fair value
of the support obligations was determined using a cost build up approach by estimating the costs relating to fulfilling the obligations plus a normal profit margin.

The
preliminary allocation of the purchase price as of December 31, 2007 is as follows (in thousands):

Fair value of net tangible assets acquired and liabilities assumed:Cash and cash equivalents

$
65,995Accounts receivable


16,231Other current assets


3,509Property and equipment


10,796Deferred income taxes


(37,732
)Accounts payable and accrued expenses


(47,352
)Deferred revenue


(19,707
)(8,260
)Fair value of identifiable intangible assets acquired:Technology


29,265Customer relationships


128,500157,765Goodwill





311,552Total estimated purchase price




$
461,057


In
connection with the acquisition, the Company's management approved plans to restructure the operations of the acquired company through involuntarily terminating certain of
SurfControl's employees and exiting certain SurfControl facilities. The Company began formulating its restructuring plans for the operations of SurfControl in April 2007 when the acquisition was first
announced. As of December 31, 2007, the Company has committed to a plan which includes involuntarily terminating approximately 320 employees who have been terminated during the fourth quarter
of 2007 or will be terminated during fiscal 2008. These workforce reductions are across all functions and geographies and affected employees were, or will be, provided cash severance packages.
Additionally, the Company has

67

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

4. Acquisitions (Continued)

exited,
or will be exiting, leases in certain locations as well as reducing the square footage required to operate some locations. The Company will finalize its facility exit plans during fiscal 2008
which could further result in adjustments to the fair value of the associated acquired liabilities. The Company has accrued the estimated costs associated with the employee severance and facility exit
obligations as liabilities assumed in the purchase business combination. Accordingly, these estimated costs are included as part of the purchase price of SurfControl. Changes to the estimates of these
costs included as part of the purchase price allocation of SurfControl will be recorded as a reduction to goodwill or as an expense to the results of operations, as appropriate. As of
December 31, 2007, $16.1 million of severance and facility exit obligations remain accrued for payments in future periods as follows (in thousands):

Opening Balance

Foreign Exchange Adjustments

Cash Payments

Balance at December 31, 2007Severance costs

$
14,377

$
(52
)
$
(7,564
)
$
6,761Facility exit costs


9,635


(115
)

(141
)

9,379Total

$
24,012

$
(167
)
$
(7,705
)
$
16,140


The
accruals for severance costs at December 31, 2007 primarily represent the amounts to be paid to employees that have been terminated or identified for termination as a result
of the restructuring plan described above. These amounts are expected to be paid within fiscal 2008.

The
accruals for facility exit costs at December 31, 2007 represent the remaining fair value of lease obligations for exiting locations, as determined at the expected
cease-use dates of those facilities, and will be paid out over the remaining lease terms, the last of which ends in fiscal 2013. As of December 31, 2007, the facility exit accrual
has not been reduced for any estimated sublease income nor have any adjustments been made due to favorable or unfavorable current lease terms as the Company has not yet obtained the information needed
to make such an estimate. The Company will obtain such information within one year from the date of acquisition and will adjust the facility exit accrual accordingly.

The
accompanying consolidated statements of operations reflect the operating results of SurfControl since October 3, 2007. Assuming the acquisitions of SurfControl and
PortAuthority had occurred on January 1, 2006, the pro forma unaudited results of operations for 2006 and 2007 would have been as follows (in thousands, except per share amounts):

Year EndedDecember 31, 2007

December 31, 2006Revenue

$
312,129

$
293,546Net loss


(66,224
)

(18,439
)Basic and diluted net loss per share

$
(1.47
)
$
(0.40
)


The
above pro forma unaudited results of operations do not include pro forma adjustments relating to costs of integration or post-integration cost reductions that may be
incurred or realized by Websense in excess of actual amounts incurred or realized through December 31, 2007.

68

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

5. Intangible Assets

Intangible assets subject to amortization consisted of the following as of December 31, 2007 (in thousands):

Weighted Average Life (in years)

Cost

Accumulated Amortization

NetTechnology

3.7

$
43,165

$
(6,747
)
$
36,418Customer relationships

6.8


129,200


(13,120
)

116,080Trade name

5.0


510


(102
)

408Total

6.0

$
172,875

$
(19,969
)
$
152,906


Intangible
assets subject to amortization consisted of the following as of December 31, 2006 (in thousands):

Weighted Average Life (in years)

Cost

Accumulated Amortization

NetTechnology

3.0

$
1,200

$
(133
)
$
1,067


Amortization
expense of intangible assets for 2007 and 2006 was $20.6 million and $0.1 million, respectively. As of December 31, 2007, amortization expense is
expected to be as follows (in thousands):

Years Ending December 31,2008

$
49,6262009


38,3452010


25,5532011


14,7562012


8,163Thereafter


16,463Total expected amortization expense

$
152,906


6. Geographic Information

The following illustrates revenues attributed to customers located in the Company's country of domicile (the United States) and those attributed to foreign
customers (in thousands):

Years Ended December 31,2007

2006

2005United States

$
123,945

$
113,941

$
99,589Europe, Middle East and Africa


59,817


44,354


33,429Asia/Pacific


10,862


7,704


6,124Canada and Latin America


17,041


12,815


9,494$
211,665

$
178,814

$
148,636


69

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Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

6. Geographic Information (Continued)

The
United Kingdom represented $22.9 million, $17.7 million and $14.2 million of total revenue for the years ended 2007, 2006 and 2005, respectively. No other
foreign country represented more than 5% of total revenue.

7. Deferred Revenue

The Company expects to recognize revenues related to subscriptions in existence as of December 31, 2007 as follows (in thousands):

Years Ending December 31,2008

$
190,5692009


64,6022010


28,7922011 and thereafter


2,722$
286,685


8. Senior Secured Credit Facility

On October 11, 2007, in order to finance a portion of the purchase price for SurfControl, the Company entered into an amended and restated senior credit
agreement (the Senior Credit Agreement). The $225 million senior secured credit facility consists of a five year $210 million senior secured credit facility and a $15 million
revolving credit facility. The senior secured credit facility was fully funded on October 11, 2007, and the revolving line of credit remains unused. On December 31, 2007 the Company made
an optional prepayment of its senior secured credit facility, reducing the outstanding balance to $190 million. The senior secured credit facility is secured by substantially all of the assets
of the Company, including pledges of stock of some of its subsidiaries (subject to limitations in the case of foreign subsidiaries) and by secured guarantees by the Company's domestic subsidiaries.
The senior secured credit facility amortizes at a minimum rate of 2.5%, 10%, 12.5%, and 15%, respectively, during the first four years of the term and 60% during the fifth year. In conjunction with
our $20 million prepayment on December 31, 2007, the Company amended its Senior Credit Agreement to eliminate any additional mandatory payments until September 30, 2009. The
initial interest rate on the credit facility is LIBOR plus 250 basis points (7.3% at December 31, 2007), and is subject to step downs in the spread over LIBOR based upon potential future
improvements in the Company's total leverage ratio. The unused portion of the revolving credit facility requires a 50 basis points fee per annum. The Senior Credit Agreement contains financial
covenants, including a consolidated leverage ratio and a consolidated interest coverage ratio, as well as affirmative and negative covenants. The Company did not borrow any amounts under the original
interim credit facility which it entered into on April 26, 2007 and which was terminated by its terms when the Senior Credit Agreement was executed.

70

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

8. Senior Secured Credit Facility (Continued)

As
of December 31, 2007, future minimum principal payments under the senior secured credit facility will be as follows (in thousands):

Years Ending December 31,2008

$
2009


6,2502010


26,2502011


31,5002012


126,000Total

$
190,000


On
January 31, 2008, the Company made a voluntary prepayment of $10 million on its senior secured credit facility.

The
senior secured credit facility agreement provides that the Company must maintain hedge agreements so that at least 50% of the aggregate principal amount of the senior secured credit
facility is subject to fixed interest rate protection for a period of not less than 2.5 years. On October 11, 2007 in conjunction with the funding of the senior secured credit facility,
the Company entered into an interest rate swap agreement to pay a fixed rate of interest (4.85% per annum) and receive a floating rate interest payment (based on three month LIBOR) on an equivalent
amount. The initial principal amount of the agreement was $105 million on October 11, 2007. In addition, on October 11, 2007 the Company entered into an interest rate cap
agreement to limit the maximum interest rate on a portion of its senior secured credit facility to 6.5% per annum. The amount of principal protected by this agreement increases from $5 million
at December 31, 2007 to $74.3 million on June 30, 2010. Both the interest rate swap and cap expire on September 30, 2010.

9. Commitments and Contingencies

The Company leases its facilities and certain equipment under non-cancelable operating leases, which expire at various dates through 2015. The
facilities' leases contain renewal options and are subject to cost increases. Future minimum annual payments under non-cancelable operating leases at December 31, 2007 are as
follows (in thousands):

Years Ending December 31,

Operating Leases2008

$
7,1622009


4,4892010


4,1442011


3,6252012


3,479Thereafter


5,321$
28,220


71

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

9. Commitments and Contingencies (Continued)

Rent
expense totaled $6.6 million, $4.2 million and $3.9 million for the years ended December 31, 2007, 2006 and 2005, respectively.

FIN
No. 45, Guarantees of Indebtedness of Others(FIN 45), elaborates on previously existing disclosure requirements for
most guarantees, including loan guarantees such as standby letters of credit. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the
fair value, or market value, of the obligations it assumes under the guarantee and must disclose that information in its interim and annual financial statements. The provisions related to recognizing
a liability at inception of the guarantee for the fair value of the guarantor's obligations does not apply to product warranties, indemnifications or to guarantees accounted for as derivatives.

The
Company provides indemnifications of varying scope and size to certain customers against claims of intellectual property infringement made by third parties arising from the use of
its products. The Company evaluates estimated losses for such indemnifications under SFAS No. 5,Accounting for Contingencies, as interpreted by
FIN 45. The Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. To date, the Company has
not encountered material costs as a result of such obligations and has not accrued any liabilities related to such indemnifications in its financial statements.

Litigation

On September 29, 2006, Jason Tauber filed a putative class action against the Company and other unidentified individuals in California Superior Court for
the County of San Diego, captioned Tauber v. Websense. The complaint alleged that the plaintiff and a putative class of certain software engineers and computer professionals who worked for the Company
as exempt employees during the period from September 15, 2002 through the date of settlement should have been classified as non-exempt employees under California law and should have
been paid for overtime. The complaint also alleged related wage and hour violations of the California Labor Code arising from the alleged misclassification and that the failure to pay overtime
constitutes an unfair business practice
under California Business and Professions Code §17200. The complaint sought unspecified damages for unpaid overtime, prejudgment interest, attorneys' fees and other costs, statutory
penalties for alleged violations, and other proper relief. During the second quarter of 2007, the parties agreed to a settlement and the Company charged the $3.2 million pending settlement
amount between the operating expense categories and cost of revenue on the consolidated statement of operations, apportioned based upon the Company's estimate of amounts payable to eligible
individuals in the settlement. On January 4, 2008 the Final Judgment of Dismissal with Prejudice was ordered by the court, and in January 2008, the Company paid a total of $2.9 million
in satisfaction of all claims in the matter. The $2.9 million settlement was recorded as follows in the 2007 consolidated statement of operations: $117,000 to cost of revenue, $362,000 to
selling and marketing, $2,308,000 to research and development and $126,000 to general and administrative.

The
Company is involved in various legal actions in the normal course of business. Based on current information, including consultation with the Company's attorneys, the Company believes
it has adequately reserved for any ultimate liability that may result from these actions such that any liability would not materially affect our consolidated financial positions, results of operations
or cash flows. The Company's evaluation of the likely impact of these actions could change in the future and unfavorable

72

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

9. Commitments and Contingencies (Continued)

outcomes
and/or defense costs, depending upon the amount and timing, could have a material adverse effect on the Company's results of operations or cash flows in a future period.

10. Stockholders' Equity

Stock Option Plan

Employee Stock Purchase Plan

In February 2000, the Company adopted the 2000 Employee Stock Purchase Plan (Purchase Plan). The Purchase Plan provides for automatic annual increases in the
number of shares reserved for issuance thereunder (beginning in 2001) equal to the lesser of (i) 1% of the Company's outstanding shares on the last business day in December of the calendar year
immediately preceding or (ii) 750,000 shares. The Purchase Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code.
Under the Purchase Plan, the Board of Directors may authorize participation by eligible employees, including officers, in periodic offerings following commencement of the Purchase Plan. Shares issued
and available for issuance are as follows:

Shares reserved for issuance at December 31, 2004

1,043,489Shares reserved for issuance during 2005 based on the automatic increase in shares authorized

470,514Shares issued during 2005

(313,598
)Shares reserved for issuance at December 31, 2005

1,200,405Shares reserved for issuance during 2006 based on the automatic increase in shares authorized

479,424Shares issued during 2006

(196,588
)Shares reserved for issuance at December 31, 2006

1,483,241Shares reserved for issuance during 2007 based on the automatic increase in shares authorized

447,845Shares issued during 2007

(239,921
)Shares reserved for issuance at December 31, 2007

1,691,165


Unless
otherwise determined by the Board or precluded by laws of foreign jurisdictions, employees are eligible to participate in the Purchase Plan provided they are employed for at least
20 hours per week and are customarily employed for at least five months per calendar year. Employees who participate in an offering may have up to 15% of their earnings withheld pursuant to the
Purchase Plan. The amount withheld is then used to purchase shares of common stock on specified dates. The price of common stock purchased pursuant to the Purchase Plan will be equal to 85% of the
lower of the fair market value of the common stock at the commencement date of each offering period or the relevant purchase
date. Employees may end their participation in the offering at any time during the offering period, and participation ends automatically on termination of employment.

During
2007 and 2006, the Company issued 239,921 and 196,588 shares, respectively, under the Purchase Plan.

73

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

10. Stockholders' Equity (Continued)

Employee Stock Option Plans

The Amended and Restated 2000 Stock Incentive Plan (2000 Plan) provides for the grant of stock options to the Company's directors, officers, employees and
consultants. The 2000 Plan provides for the grant of incentive and non-statutory stock options, restricted stock units and rights to purchase stock to employees, directors or consultants
of the Company. The 2000 Plan provides that incentive stock options will be granted only to employees and are subject to certain limitations as to fair value during a calendar year.

In
addition, the 2000 Plan provides for automatic annual increases in the number of shares authorized and reserved for issuance thereunder (beginning in 2001) equal to the lesser of
(i) 4% of the Company's outstanding shares on the last business day in December of the calendar year immediately preceding or (ii) 3,000,000 shares. At December 31, 2007, a total
of 21,349,542 shares have been authorized for issuance under the 2000 Plan, of which 93,618 remain available for grant.

On
January 8, 2007, the Compensation Committee of Websense's Board of Directors adopted the Websense, Inc. 2007 Stock Incentive Assumption Plan (the 2007 Plan). In
connection with the acquisition of PortAuthority, the Company agreed to substitute unvested stock options to purchase PortAuthority common stock that were granted under PortAuthority's 2004 Global
Share Option Plan (the PortAuthority Option Plan) and outstanding immediately prior to the effective time of the acquisition with options to purchase an aggregate of 74,891 shares of Websense common
stock (the Substitute Options). The Substitute Options have the same contractual lives and vesting periods as they did under the PortAuthority Option Plan. The number of shares and exercise prices of
the Substitute Options were determined based on the conversion ratio as defined by the merger agreement with PortAuthority. At December 31, 2007, 204,083 shares were authorized for issuance and
129,011 shares were available for grant.

The
exercise price of both incentive and non-statutory stock options and the issuance price of common stock under the 2000 Plan and the 2007 Plan must equal at least the fair
value on the
date of grant or issuance, as the case may be. Through April 2005, the option grants were generally exercisable for a period of ten years, and beginning in May 2005, the option grants are generally
exercisable for a period of seven years after the date of grant and generally vest 25% one year from date of grant and ratably each month thereafter for a period of 36 months. Unvested common
shares obtained through early exercise of stock options are subject to repurchase by the Company at the original issue price. Restricted stock units are subject to vesting and the holders of the
restricted stock units are entitled to delivery of the underlying common stock on the applicable vesting date without any payment. To date, the Company has awarded restricted stock units as part of
competitive hiring packages to replace foregone compensation and for employee retention purposes. The vesting schedules, including acceleration events, for restricted stock units may vary in the
individual cases. To date, only non-statutory stock options and restricted stock units have been granted under the 2000 Plan and only non-statutory stock options have been
granted under the 2007 Plan. Through December 31, 2007, the Company granted 120,000 restricted stock units of which 32,333 have vested and been issued. The remaining 87,667 restricted stock
units have a weighted average grant date fair value of $29.70 and an aggregate intrinsic value of $1.5 million as of December 31, 2007.

74

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

10. Stockholders' Equity (Continued)

In
2002, the Company issued stock options as an incentive for certain persons to commence employment that were not covered under the 2000 Plan. In accordance with Section 4350(i)
of the NASD Marketplace Rules for the Nasdaq Global Select Market, the Company issued 354,000 such stock options, which have substantially the same terms as stock options issued under the 2000 Plan.

In
January 2006, the Company entered into an employment agreement with Gene Hodges to serve as the Company's President and Chief Executive Officer, reporting to the Company's Board of
Directors, with employment commencing on January 9, 2006 and continuing "at will" until either party gives notice of termination. On January 9, 2006, Mr. Hodges was granted
non-qualified stock options to purchase an aggregate of 1,200,000 shares of the Company's common stock outside the Company's 2000 Plan (the Options) with an exercise price per share equal
to the fair market value of the Company's common stock on that date. On April 13, 2006, at the request of the Company, Mr. Hodges agreed to the cancellation of the Options and the
immediate re-grant under the 2000 Plan of non-qualified stock options to purchase an aggregate of 1,200,000 shares of the Company's common stock with identical option terms,
exercise prices, vesting schedules and vesting commencement dates as the original Options. The Company requested the cancellation and re-grant to bring the Options under the 2000 Plan for
U.S. federal income tax reasons. Mr. Hodges received no income tax or other personal benefit from the cancellation and re-grant.

The
following table summarizes stock option activity under the 2000 Plan, the 2007 Plan and the stock options issued in 2002 and January 2006 not covered under a formal plan as described
above:

Number of Shares

Weighted Average Exercise PriceBalance at December 31, 2004

6,233,166

$
12.09Granted

2,039,000


26.20Exercised

(2,435,512
)

10.11Cancelled

(621,952
)

17.77Balance at December 31, 2005

5,214,702


17.86Granted

4,792,930


28.16Exercised

(945,553
)

12.25Cancelled

(2,023,820
)

28.35Balance at December 31, 2006

7,038,259


22.61Granted

3,229,009


21.51Exercised

(339,368
)

9.60Cancelled

(841,114
)

23.58Balance at December 31, 2007

9,086,786


22.62


The
weighted average fair value of stock options granted during the year ended December 31, 2007 was $6.71 per share based on the grant date fair value of the stock options
estimated in accordance with the provisions of SFAS 123(R), excluding Mr. Hodges' April 2006 re-granted stock options described above. The fair value of the April 2006
re-granted stock options to Mr. Hodges, though not re-priced, was less than the original stock option grants in January 2006 as the market price of the Company's common
stock declined from January 2006 to April 2006. The Company will continue

75

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

10. Stockholders' Equity (Continued)

to
amortize the higher fair value associated with Mr. Hodges' original stock option grants in January 2006 rather than the lower fair value associated with the April 2006 re-granted
stock options.

The
total intrinsic value of stock options exercised during the year ended December 31, 2007 was $4.1 million.

The
following table summarizes all stock options outstanding and exercisable by price range as of December 31, 2007:

|               |  | Options Outstanding |  |     |  |  
|-------------- |  | ------------------- |  | --- |  | -
|
|
|$  0.25-$19.10 |  | 2,161,642           |  | 5.5 |  | $
|$19.26-$21.77  |  | 2,068,243           |  | 6.0 |  |  
|$21.81-$24.39  |  | 1,880,585           |  | 6.2 |  |  
|$24.49-$32.24  |  | 2,825,720           |  | 5.7 |  |  
|$32.42-$99.96  |  | 150,596             |  | 4.4 |  |  
|               |  |                     |  |     |  |  
|               |  | 9,086,786           |  | 5.8 |  |  
|               |  |                     |  |     |  |  

The
Company defines in-the-money stock options at December 31, 2007 as stock options that had exercise prices that were lower than the $16.98 market price
of the Company's common stock at that date. The weighted-average remaining contractual term of options currently exercisable is 5.1 years. The aggregate intrinsic value of all exercisable and
non-exercisable stock options outstanding and in-the-money at December 31, 2007 was $8.1 million. The aggregate intrinsic value of only exercisable
stock options outstanding and in-the-money at December 31, 2007 was $7.5 million. There were 1.3 million stock options in-the-money
at December 31, 2007, of which 1.2 million stock options were exercisable.

76

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

10. Stockholders' Equity (Continued)

The
following table summarizes the shares reserved for future grants:

Shares reserved for future grants at December 31, 2004

1,121,468Shares reserved for future grants during 2005 based on the automatic increase in shares authorized

1,882,054Shares granted during 2005

(2,039,000
)Shares cancelled during 2005

621,952Shares reserved for future grants at December 31, 2005

1,586,474Shares reserved for future grants during 2006 based on the automatic increase in shares authorized

1,917,696Shares granted during 2006

(4,912,930
)Shares cancelled during 2006

2,023,820Shares reserved for future grants at December 31, 2006

615,060Shares reserved for future grants during 2007 based on the automatic increase in shares authorized

1,791,381Shares reserved for future grants under the 2007 Stock Incentive Assumption Plan

204,083Shares granted during 2007

(3,229,009
)Shares cancelled during 2007

841,114Shares reserved for future grants at December 31, 2007

222,629


Shares Reserved for Future Issuance

The following shares of common stock are reserved for future issuance as of December 31, 2007:

Stock options:Granted and outstanding

9,086,786Reserved for future grants

222,629Employee Stock Purchase Plan:Reserved for future issuance

1,691,165Total

11,000,580


Treasury Stock

On April 3, 2003, the Company announced that its Board of Directors authorized a stock repurchase program of up to 4 million shares of its common
stock. On August 15, 2005, the Company announced that its Board of Directors increased the size of the stock repurchase program by an additional 4 million shares, for a total program
size of up to 8 million shares. On July 25, 2006, the Company announced that its Board of Directors increased the size of the stock repurchase program by an additional 4 million
shares, for a total program size of up to 12 million shares. The repurchases will be made from time to time on the open market at prevailing market prices or in privately negotiated
transactions. Depending on market conditions and other factors, including compliance with covenants in the Company's senior secured credit facility, purchases under this program may commence or be

77

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

10. Stockholders' Equity (Continued)

suspended
at any time, or from time to time, without prior notice. As of December 31, 2007, the Company had repurchased 8,170,060 shares of its common stock under this program for an aggregate
of $170.4 million at an average price of $20.86 per share.

As
of December 31, 2004, the Company had retired all 1,006,000 shares of its common stock that had been repurchased prior to that date. No shares of common stock that were
repurchased during 2005 or 2006 were retired. In accordance with APB No. 6, Status of Accounting Research Bulletins, the treasury stock retirement was effected by reducing the following on the
Company's Consolidated Balance Sheets: treasury stock by $30.7 million, common stock by $0.1 million, additional paid-in capital by $6.4 million and retained earnings
by $24.2 million. There was no effect to the Company's overall equity position as a result of the retirement.

11. Income Taxes

For financial reporting purposes, income before income taxes includes the following components:

Year Ended December 31,2007

2006

2005(In thousands)(Loss) income before income taxesUnited States

$
(2,825
)
$
40,269

$
50,321Foreign


(9,413
)

10,481


9,790Total

$
(12,238
)
$
50,750

$
60,111


The
provision for income taxes is as follows:

Year Ended December 31,2007

2006

2005(In thousands)CurrentFederal

$
7,916

$
19,685

$
19,590Foreign


5,061


2,579


1,909State


3,588


4,147


2,94516,565


26,411


24,444DeferredFederal


(6,230
)

(6,727
)

(2,750
)Foreign


(6,235
)

(159
)

(232
)State


(1,773
)

(868
)

(119
)(14,238
)

(7,754
)

(3,101
)Provision for income taxes

$
2,327

$
18,657

$
21,343


78

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

11. Income Taxes (Continued)

The
reconciliation of income tax computed at the federal statutory rate to the provision for income taxes is as follows:

Year Ended December 31,2007

2006

2005Statutory Rate

$
(4,283
)
$
17,808

$
21,038Foreign tax


654


(1,336
)

(1,356
)State tax


1,169


3,378


2,909Valuation allowance


4,369





(225
)Credits


(680
)

(282
)

(263
)Tax-exempt interest


(293
)

(2,151
)

(1,741
)Share-based compensation


1,317


914


In-process research and development


444





Other


(370
)

326


981$
2,327

$
18,657

$
21,343


Significant
components of the Company's deferred tax assets are as follows:

Year Ended December 31,2007

2006(In thousands)Deferred tax assets:Deferred revenue

$
12,492

$
23,205Share-based compensation


11,569


5,961State tax


471


454Reserves and accruals not currently deductible


17,476


2,044Net operating losses


12,029


530Other


2,825


321Gross deferred tax assets


56,862


32,515Valuation allowance for deferred tax assets


(9,050
)

(530
)Deferred tax assets, net


47,812


31,985Deferred tax liabilities:Basis difference in intangibles


(37,257
)

Net deferred taxes

$
10,555

$
31,985


A
valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Periodically, management reassesses the need for a
valuation allowance. A valuation allowance of $9.1 million has been established against the net US deferred tax assets resulting from the SurfControl acquisition. If recognized the tax benefits
relating to the reversal of the valuation allowance would result in a reduction to goodwill of approximately $4.7 million and a reduction to income tax expense of approximately
$4.4 million.

79

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Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

11. Income Taxes (Continued)

As
of December 31, 2007, the Company had federal, state, United Kingdom, Austria, Brazil, Germany and Netherlands net operating loss carryforwards of approximately
$7.8 million, $1.2 million, $30.3 million, $0.5 million, $0.9 million, $0.4 million and $0.2 million, respectively. A portion of the U.S. federal and
state net operating losses are subject to annual limitations due to changes in ownership. If not utilized, the federal net operating loss will begin to expire in 2026, the state net operating loss
will begin to expire in 2017, and the Netherlands net operating loss carryforward will expire in 2012. The net operating loss carryforwards in the United Kingdom, Austria, Brazil and Germany have no
expiration date.

As
of December 31, 2007, the Company has not yet completed its analysis of the income tax attributes including the Company's best estimate of the U.S. net operating loss
carryovers for PortAuthority of $19.5 million and SurfControl of $27.7 million that were generated in tax periods prior to acquisition. Due to uncertainties surrounding the Company's
ability to utilize these net operating losses, including pre-existing limitations that may exist under Section 382, the Company has not recognized deferred tax assets for these tax
attributes. The Company plans to continue its analysis of
the tax attributes and may recognize deferred tax assets if it becomes more likely than not that the tax benefits will be allowed. The Company will reduce goodwill to the extent such deferred tax
assets are recognized.

As
of December 31, 2007, the Company had approximately $19.8 million of undistributed earnings related to its foreign subsidiaries. Management believes that these earnings
will be indefinitely reinvested in foreign jurisdictions; accordingly, the Company has not provided for U.S. federal income taxes related to these earnings. However, upon distribution of these
earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes and withholding taxes payable to the various foreign countries. Due to the complex nature of U.S.
tax law, it is not practicable for the Company to estimate the amount of tax liability as a result of a distribution of its foreign subsidiaries' earnings.

The
Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the adoption, the Company recorded a reduction of $0.4 million to the
January 1, 2007 retained earnings balance and of $0.8 million to the January 1, 2007 balance of additional paid in capital. In addition the Company reclassified certain tax
liabilities for unrecognized tax benefits, as well as related potential penalties and interest, from current liabilities to long term liabilities. A reconciliation of the beginning and ending amount
of unrecognized tax benefits is as follows (in thousands):

Balance as of January 1, 2007

$
8,814Additions for tax positions related to the current year


1,892Additions for tax positions of prior years


2,243Reductions for tax positions related to prior years


(145
)Reductions for lapse of statute of limitations for assessment of taxes


(1,359
)Balance as of December 31, 2007

$
11,445


Included
in the balance of unrecognized tax benefits as of December 31, 2007 are $5.7 million of tax benefits that, if recognized, would reduce our annual effective tax
rate and $2.2 million of tax benefits that, if recognized, would reduce goodwill. The Company also accrued potential penalties and

80

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

11. Income Taxes (Continued)

interest
of $0.6 million related to these unrecognized tax benefits during 2007, and in total, as of December 31, 2007, the Company has recorded a liability for potential penalties and
interest of $0.9 million. In January 2008 the Company received a favorable ruling regarding its apportionment of income to the state of California and as a result will be recognizing a tax
benefit of approximately $2.5 million in the first quarter of 2008. In addition, due to the potential resolution of federal, state and foreign examinations, and the expiration of various
statutes of limitations, it is reasonably possible that the Company's gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $1.0 million.

The
Company and its subsidiaries file tax returns and are routinely examined by tax authorities in the U.S. and in various state and foreign jurisdictions. During fiscal 2007, the
Internal Revenue Service began a routine audit of our 2005 tax year. The Company has various other on-going audits at various stages of completion. In general, the tax years 2004 through 2007 remain
subject to examination by U.S. federal and most state tax authorities. And with respect to significant foreign jurisdictions, tax years 2003 through 2007 generally remain subject to examination by
their respective tax authorities.

12. Employee Retirement Plan

Effective May 1, 1997, the Company established a 401(k) defined contribution retirement plan (401(k) Plan) covering substantially all employees. The 401(k)
Plan provides for voluntary employee contributions from 1% to 50% of annual compensation, as defined, and provides for a discretionary employer matching contribution of 25% for each employee deferral
contribution made during the plan year, up to 6% of the participant's compensation. The amount of employer expenses including the employer match contributed to the 401(k) Plan during the years ended
December 31, 2007, 2006 and 2005 were $567,000, $460,000 and $430,000, respectively.

13. Staff Accounting Bulletin No. 108

In 2006, the Company reviewed its revenue recognition policy in consideration of guidance provided in SOP 97-2 and concluded that its prior
accounting policy (effective since 1997) to recognize revenue on a monthly straight-line basis, commencing with the month the subscription begins is not consistent with
SOP 97-2. As a result, the Company has adjusted revenue as recognized on a daily straight-line basis, commencing on the day rather than the month the subscription
begins. The Company does not believe the net effects of this adjustment, when applied retroactively to prior years, was material either quantitatively or qualitatively. The following quantitative
measure was considered in reaching its determination (in thousands):

Years Ended December 31,

Net after-tax effect of adjustment

Reported net income

Percent of reported net income2005

$
1,259

$
38,768

3.2
%2004


1,375


26,176

5.3
%2003


770


16,688

4.6
%2002


824


16,737

4.9
%Total

$
4,228

$
98,369

4.3
%


81

---



Websense, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

13. Staff Accounting Bulletin No. 108 (Continued)

The
cumulative impact on deferred revenue would have been material if not corrected in the Company's financial statements for 2006.

In
September 2006, the SEC released SAB No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements(SAB 108). The transition provisions of SAB 108 permitted the Company to adjust for the cumulative effect on retained earnings of immaterial
errors relating to prior years. The adjustments to the 2006 consolidated balance sheet includes: an increase of $8.7 million to current and long-term portions of deferred revenue, a
decrease of $5.8 million to retained earnings, a decrease of $2.3 million to current and long term portions of deferred income taxes and an increase of $0.6 million to income
taxes payable.

82

---





Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.    Controls and Procedures

We maintain disclosure controls and procedures which are designed to ensure that information required to be disclosed in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer (CEO), and chief financial officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

Under
the supervision and with the participation of our management, including our CEO and CFO, an evaluation was performed on the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure
controls and procedures were effective as of December 31, 2007.

An
evaluation was also performed under the supervision and with the participation of our management, including our CEO and CFO, of any change in our internal controls over financial
reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. That evaluation
did not identify any change in our internal controls over financial reporting that occurred during our latest fiscal quarter and that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, our CEO and CFO,
respectively, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth
inInternal ControlIntegrated Framework, our management concluded that our internal control over financial reporting was effective as of
December 31, 2007. The effectiveness of our internal control over financial reporting as of December 31, 2007 has been audited by Ernst & Young LLP, an independent
registered public accounting firm, as stated in their report which is included herein.

Our
management's assessment of and conclusion on the effectivess of internal control over financial reporting did not include the internal controls of the recent acquisition of
SurfControl, which was acquired in the fourth quarter of 2007 and which was included in the 2007 consolidated financial statements of Websense and consisted of $516.7 million and
$406.6 million of total and net assets, respectively, as of December 31, 2007, and $8.7 million and $(24.4) million of revenues and net loss, respectively, for the year then
ended.

83

---



Report of Independent Registered Public Accounting Firm

The
Board of Directors and Stockholders of Websense, Inc.

We
have audited Websense, Inc.'s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Websense'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 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over
financial reporting did not include the internal controls of SurfControl, which is included in the 2007 consolidated financial statements of Websense, Inc. and constituted $516.7 million
and $406.6 million of total and net assets, respectively, as of December 31, 2007, and $8.7 million and $(24.4) million of revenues and net loss, respectively, for the year then
ended. Our audit of internal control over financial reporting of Websense, Inc. also did not include an evaluation of the internal control over financial reporting on SurfControl.

In
our opinion, Websense, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007 based on the COSO criteria.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of
Websense, Inc. as of December 31, 2007 and 2006, and the related statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended
December 31, 2007 of Websense, Inc. and our report dated February 26, 2008 expressed an unqualified opinion thereon.



San Diego, California
February 26, 2008

84

---





Item 9B.    Other Information.

None

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

(a)   Directors.
Information concerning our directors is incorporated by reference from the section captioned"Proposal 1: Election of
Directors"contained in our Proxy Statement related to the Annual Meeting of Stockholders to be held on June 4, 2008.

(b)   Executive
Officers. Information concerning our executive officers is set forth under the section captioned"Executive
Officers"in Part I of this report.

(c)   Compliance
with Section 16(a) of the Exchange Act. Information concerning compliance with Section 16(a) of the Exchange Act is incorporated by reference
from the section captioned"Section 16(a) Beneficial Ownership Reporting Compliance"contained in our Proxy Statement related to the Annual
Meeting of Stockholders to be held on June 4, 2008.

(d)   The
Company has adopted aCode of Business Conductwhich, together with the policies referred to therein, is applicable
to all directors, officers and employees of the Company. In addition, the Company has adopted aCode of Ethics for the Chief Executive Officer, Senior Financial Officers and
All Finance and Accounting Department Personnel("Code of Ethics"). TheCode of Business
Conductand theCode of Ethicscover all areas of professional conduct, including conflicts of interest, disclosure obligations,
insider trading and confidential information, as well as compliance with all laws, rules and regulations applicable to our business. The Company encourages all employees, officers and directors to
promptly report any violations of any of the Company's policies. In the event that an amendment to, or a waiver from, a provision of theCode of Business
ConductorCode of Ethicsthat applies to any of our directors or executive officers is necessary, the Company intends to post
such information on its Web site. A copy of ourCode of Business Conductand ourCode of Ethicscan be
obtained from our Web site atwww.websense.com.

(e)   Audit
Committee. Information concerning the audit committee of our Board of Directors and our designated "audit committee financial experts" is incorporated by reference
from the section captioned "Audit Committee" contained in our Proxy Statement related to the Annual Meeting of Stockholders to be held on June 4, 2008.

Item 11.    Executive Compensation

The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the section captioned "Executive
Compensation and Other Information"in our Proxy Statement related to the Annual Meeting of Stockholders to be held on June 4, 2008.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 of Form 10-K concerning security ownership of certain beneficial owners and management is
incorporated by reference from the information contained in the section captioned"Ownership of Securities"in our Proxy Statement related to the Annual
Meeting of Stockholders to be held on June 4, 2008.

85

---



The
following table provides information as of December 31, 2007 with respect to the shares of the Company's common stock that may be issued under the Company's existing equity
compensation plans:

|Plan Category                                                 |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | Weighted-average exercise price of outstanding options, warrants and rights |       | Number of securities remaining available for future issuance under equity compensation plans (excluding securities subject to outstanding options, warrants and rights) |          
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Equity compensation plans approved by security holders(1)     |  | 9,066,152                                                                                   |  | $                                                                           | 22.65 |                                                                                                                                                                         | 1,913,794
|Equity compensation plans not approved by security holders(2) |  | 20,634                                                                                      |  | $                                                                           | 6.32  |                                                                                                                                                                         |         
|                                                              |  |                                                                                             |  |                                                                             |       |                                                                                                                                                                         |          
|Total                                                         |  | 9,086,786                                                                                   |  | $                                                                           | 22.62 |                                                                                                                                                                         | 1,913,794
|                                                              |  |                                                                                             |  |                                                                             |       |                                                                                                                                                                         |          

---

Item 13.    Certain Relationships and Related Transactions and Director Independence

The information required by Item 13 of Form 10-K is incorporated by reference from the information contained in the section captioned "Certain
Relationships and Related Transactions"in the Company's Proxy Statement related to the Annual Meeting of Stockholders to be held on
June 4, 2008.

Item 14.    Principal Accounting Fees and Services

The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the section captioned "Proposal 2:
Ratification of Selection of Independent Registered Public Accounting Firm"in the Company's Proxy Statement related to the Annual Meeting
of Stockholders to be held on June 4, 2008.

86

---



PART IV

Item 15.    Exhibits, Financial Statements and Schedules



Schedules
not listed above have been omitted because they are not applicable, not required, or the information required to be set forth therein is included in the consolidated financial
statements or notes thereto.



|Exhibit Number |  | Description of Document                                                                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)         |  | Agreement and Plan of Merger and Reorganization among Websense, Inc., Leap Acquisition Corp., PortAuthority Technologies, Inc., PortAuthority Technologies Israel Ltd., and Donald Sullivan, as Stockholders'
Representative, dated December 20, 2006
|2.2(8)         |  | Transaction Agreement by and among Websense, Inc., Websense SC Operations Limited and SurfControl plc, dated April 26, 2007                                                                                                                          
|2.3(8)         |  | Rule 2.5 Announcement                                                                                                                                                                                                                                
|3.1(2)         |  | Amended and Restated Certificate of Incorporation                                                                                                                                                                                                    
|3.2(9)         |  | Amended and Restated Bylaws                                                                                                                                                                                                                          
|4.1(2)         |  | Specimen Stock Certificate of Websense, Inc.                                                                                                                                                                                                         
|10.1(2)*       |  | Employment Agreement by and between Websense, Inc. and Douglas C. Wride, dated June 11, 1999                                                                                                                                                         
|10.2(3)*       |  | Amendment to Employment Agreement by and between Websense, Inc. and Douglas C. Wride, dated January 24, 2006                                                                                                                                         
|10.3(4)*       |  | Employment Agreement by and between Websense, Inc. and Gene Hodges, dated January 9, 2006                                                                                                                                                            
|10.4(12)*      |  | Employment Agreement by and between Websense, Inc. and Dudley Mendenhall, dated August 12, 2007.                                                                                                                                                     
|10.5(2)*       |  | 1998 Equity Incentive Plan                                                                                                                                                                                                                           
|10.6(2)*       |  | Standard Terms and Conditions Relating to Incentive Stock Option Under the 1998 Equity Incentive Plan                                                                                                                                                
|10.7(10)*      |  | Amended and Restated 2000 Stock Incentive Plan                                                                                                                                                                                                       
|10.8(2)*       |  | 2000 Stock Incentive Plan, Notice of Grant of Stock Option                                                                                                                                                                                           
|10.9(2)*       |  | 2000 Stock Incentive Plan, Form of Stock Option Agreement                                                                                                                                                                                            
|10.10(3)*      |  | 2000 Stock Incentive Plan, Form of Deferred Issuance Stock Issuance Agreement                                                                                                                                                                        
|10.11(2)*      |  | 2000 Employee Stock Purchase Plan                                                                                                                                                                                                                    
|10.12(1)*      |  | 2007 Stock Incentive Assumption Plan                                                                                                                                                                                                                 
|10.13(1)*      |  | 2007 Stock Incentive Assumption Plan, Form of Stock Option Agreement                                                                                                                                                                                 
|10.14(2)       |  | Form of Indemnification Agreement between Websense, Inc. and its directors                                                                                                                                                                           
|10.15(2)       |  | Form of Indemnification Agreement between Websense, Inc. and its officers                                                                                                                                                                            
|10.16*         |  | Board of Directors Cash Compensation Plan                                                                                                                                                                                                            

87

---



|10.17(5)   |  | Lease Agreement between Websense, Inc. and Legacy-RECP Sorrento OPCO, LLC, dated April 19, 2002; First Amendment to Lease between Websense, Inc. and Legacy-RECP Sorrento OPCO, LLC, dated
October 1, 2002; Second Amendment to Lease between Websense, Inc. and Sorrento Valley Road LLC, dated April 30, 2003                                                                                                                                                                                                                                                                                                              
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18(6)   |  | Third Amendment to Lease between Websense, Inc. and Sorrento Valley Road LLC, dated July 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.19(3)   |  | Fourth Amendment to Lease between Websense, Inc. and Sorrento Valley Road LLC, dated March 24, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.20(7)   |  | Fifth Amendment to Lease between Websense, Inc. and Arden Realty Limited Partnership, dated December 21, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.21(7)   |  | Sixth Amendment to Lease between Websense, Inc. and Arden Realty Limited Partnership, dated January 30, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.22(7)   |  | Seventh Amendment to Lease between Websense, Inc. and Arden Realty Limited Partnership, dated February 12, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.23(11)# |  | Distribution Agreement by and between Websense, Inc. and Ingram Micro Inc., dated August 3, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.24(10)  |  | $225,000,000 Amended and Restated Senior Credit Agreement, among Websense, Inc. as borrower, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc. as sole lead arranger and sole
bookrunner, Morgan Stanley Senior Funding, Inc. as senior administrative agent, Bank of America, N.A., as syndication agent, Key Bank National Association, JP Morgan Chase Bank and Citibank, N.A., as co-documentation agents, Morgan Stanley
Senior Funding, Inc. as senior administrative agent, and Morgan Stanley & Co. Incorporated, as senior collateral agent for the benefit of the secured parties.
|10.25      |  | First Amendment, dated as of December 28, 2007, to the Senior Credit Agreement, dated as of October 11, 2007, among Websense, Inc., a Delaware corporation, the lenders from time to time parties thereto,
Morgan Stanley Senior Funding, Inc., as senior administrative agent, Bank of America, N.A., as syndication agent, Key Bank National Association, JP Morgan Chase Bank, N.A. and Citibank, N.A., as codocumentation agents and Morgan
Stanley & Co., as senior collateral agent.                                                                                                                                   
|21.1       |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.1       |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1       |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.2       |  | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|32.1       |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.2       |  | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

88

---



89

---





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.

| |  | WEBSENSE, INC.
| |  | --------------
| |  | By:           

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 and on
the dates indicated.

|Signature                               |  | Title                                                                                       |  | Date             
|--------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -----------------
|                                        |  |                                                                                             |  |                  
|/s/GENE HODGESGene Hodges               |  | Director, Chief Executive Officer (principal executive officer)                             |  | February 28, 2008
|/s/DUDLEY MENDENHALLDudley Mendenhall   |  | Sr. Vice President and Chief Financial Officer (principal financial and accounting officer) |  | February 28, 2008
|/s/JOHN B. CARRINGTONJohn B. Carrington |  | Chairman of the Board                                                                       |  | February 28, 2008
|/s/MARK ST.CLAREMark St.Clare           |  | Director                                                                                    |  | February 28, 2008
|/s/BRUCE T. COLEMANBruce T. Coleman     |  | Director                                                                                    |  | February 28, 2008
|/s/JOHN SCHAEFERJohn Schaefer           |  | Director                                                                                    |  | February 28, 2008
|/s/GARY E. SUTTONGary E. Sutton         |  | Director                                                                                    |  | February 28, 2008
|/s/PETER WALLERPeter Waller             |  | Director                                                                                    |  | February 28, 2008

90

---



Schedule IIVALUATION AND QUALIFYING ACCOUNTS

WEBSENSE, INC.

(In thousands)

|A                                                     |                                 | B |   | C     |  | D |  | E
|----------------------------------------------------- | ------------------------------- | - | - | ----- |  | - |  | -
|
|
|YEAR ENDED DECEMBER 31, 2005                          |                                 |   |   |       |  |   |  |  
|Reserves and allowances deducted from asset accounts: |                                 |   |   |       |  |   |  |  
|                                                      | Allowance for doubtful accounts |   | $ | 1,140 |  |  |  | $
|YEAR ENDED DECEMBER 31, 2006                          |                                 |   |   |       |  |   |  |  
|Reserves and allowances deducted from asset accounts: |                                 |   |   |       |  |   |  |  
|                                                      | Allowance for doubtful accounts |   | $ | 1,460 |  |  |  | $
|YEAR ENDED DECEMBER 31, 2007                          |                                 |   |   |       |  |   |  |  
|Reserves and allowances deducted from asset accounts: |                                 |   |   |       |  |   |  |  
|                                                      | Allowance for doubtful accounts |   | $ | 1,425 |  |  |  | $

---

91

---



EXHIBIT INDEX

|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)         |  | Agreement and Plan of Merger and Reorganization among Websense, Inc., Leap Acquisition Corp., PortAuthority Technologies, Inc., PortAuthority Technologies Israel Ltd., and Donald Sullivan, as Stockholders'
Representative, dated December 20, 2006                                                          
|2.2(8)         |  | Transaction Agreement by and among Websense, Inc., Websense SC Operations Limited and SurfControl plc, dated April 26, 2007                                                                                                                                                                                    
|2.3(8)         |  | Rule 2.5 Announcement                                                                                                                                                                                                                                                                                          
|3.1(2)         |  | Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                                              
|3.2(9)         |  | Amended and Restated Bylaws.                                                                                                                                                                                                                                                                                   
|4.1(2)         |  | Specimen Stock Certificate of Websense, Inc.                                                                                                                                                                                                                                                                   
|10.1(2)*       |  | Employment Agreement by and between Websense, Inc. and Douglas C. Wride, dated June 11, 1999                                                                                                                                                                                                                   
|10.2(3)*       |  | Amendment to Employment Agreement by and between Websense, Inc. and Douglas C. Wride, dated January 24, 2006                                                                                                                                                                                                   
|10.3(4)*       |  | Employment Agreement by and between Websense, Inc. and Gene Hodges, dated January 9, 2006                                                                                                                                                                                                                      
|10.4(12)*      |  | Employment Agreement by and between Websense, Inc. and Dudley Mendenhall, dated August 12, 2007.                                                                                                                                                                                                               
|10.5(2)*       |  | 1998 Equity Incentive Plan                                                                                                                                                                                                                                                                                     
|10.6(2)*       |  | Standard Terms and Conditions Relating to Incentive Stock Option Under the 1998 Equity Incentive Plan                                                                                                                                                                                                          
|10.7(10)*      |  | Amended and Restated 2000 Stock Incentive Plan                                                                                                                                                                                                                                                                 
|10.8(2)*       |  | 2000 Stock Incentive Plan, Notice of Grant of Stock Option                                                                                                                                                                                                                                                     
|10.9(2)*       |  | 2000 Stock Incentive Plan, Form of Stock Option Agreement                                                                                                                                                                                                                                                      
|10.10(3)*      |  | 2000 Stock Incentive Plan, Form of Deferred Issuance Stock Issuance Agreement                                                                                                                                                                                                                                  
|10.11(2)*      |  | 2000 Employee Stock Purchase Plan                                                                                                                                                                                                                                                                              
|10.12(1)*      |  | 2007 Stock Incentive Assumption Plan                                                                                                                                                                                                                                                                           
|10.13(1)*      |  | 2007 Stock Incentive Assumption Plan, Form of Stock Option Agreement                                                                                                                                                                                                                                           
|10.14(2)*      |  | Form of Indemnification Agreement between Websense, Inc. and its directors                                                                                                                                                                                                                                     
|10.15(2)*      |  | Form of Indemnification Agreement between Websense, Inc. and its officers                                                                                                                                                                                                                                      
|10.16*         |  | Board of Directors Cash Compensation Plan                                                                                                                                                                                                                                                                      
|10.17(5)       |  | Lease Agreement between Websense, Inc. and Legacy-RECP Sorrento OPCO, LLC, dated April 19, 2002; First Amendment to Lease between Websense, Inc. and Legacy-RECP Sorrento OPCO, LLC, dated
October 1, 2002; Second Amendment to Lease between Websense, Inc. and Sorrento Valley Road LLC, dated April 30, 2003
|10.18(6)       |  | Third Amendment to Lease between Websense, Inc. and Sorrento Valley Road LLC, dated July 30, 2004                                                                                                                                                                                                              
|10.19(3)       |  | Fourth Amendment to Lease between Websense, Inc. and Sorrento Valley Road LLC, dated March 24, 2005                                                                                                                                                                                                            
|10.20(7)       |  | Fifth Amendment to Lease between Websense, Inc. and Arden Realty Limited Partnership, dated December 21, 2006                                                                                                                                                                                                  
|10.21(7)       |  | Sixth Amendment to Lease between Websense, Inc. and Arden Realty Limited Partnership, dated January 30, 2007                                                                                                                                                                                                   
|10.22(7)       |  | Seventh Amendment to Lease between Websense, Inc. and Arden Realty Limited Partnership, dated February 12, 2007                                                                                                                                                                                                

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|10.23(11)# |  | Distribution Agreement by and between Websense, Inc. and Ingram Micro Inc., dated August 3, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24(10)  |  | $225,000,000 Amended and Restated Senior Credit Agreement, among Websense, Inc. as borrower, the lenders from time to time parties thereto, Morgan Stanley Senior Funding, Inc. as sole lead arranger and sole
bookrunner, Morgan Stanley Senior Funding, Inc. as senior administrative agent, Bank of America, N.A., as syndication agent, Key Bank National Association, JP Morgan Chase Bank and Citibank, N.A., as co-documentation agents, Morgan Stanley
Senior Funding, Inc. as senior administrative agent, and Morgan Stanley & Co. Incorporated, as senior collateral agent for the benefit of the secured parties.
|10.25      |  | First Amendment, dated as of December 28, 2007, to the Senior Credit Agreement, dated as of October 11, 2007, among Websense, Inc., a Delaware corporation, the lenders from time to time parties thereto,
Morgan Stanley Senior Funding, Inc., as senior administrative agent, Bank of America, N.A., as syndication agent, Key Bank National Association, JP Morgan Chase Bank, N.A. and Citibank, N.A., as codocumentation agents and Morgan
Stanley & Co., as senior collateral agent.                                                                                                                                   
|21.1       |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.1       |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1       |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.2       |  | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|32.1       |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|32.2       |  | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(b) and 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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