##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal
    Year Ended June 30, 2011ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    001-34628
  QuinStreet, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0512121(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   950 Tower Lane,
    6th

    Floor
    Foster City, California 94404 (Address of principal
    executive offices, including zip code) (650) 587-7700 (Registrants telephone
    number, including area code) Securities registered pursuant to
    Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market LLC
    (NASDAQ Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      Documents Incorporated by Reference:
  Form 10-K




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##### 



QUINSTREET,
    INC.
  FOR THE
    FISCAL YEAR ENDED JUNE 30, 2011
  TABLE OF
    CONTENTS
   
  PagePART I.Item 1.

Business


2Item 1A.

Risk Factors


13Item 1B.

Unresolved Staff Comments


30Item 2.

Properties


30Item 3.

Legal Proceedings


31Item 4.

(Removed and Reserved)


31PART II.Item 5.

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


31Item 6.

Selected Consolidated Financial Data


33Item 7.

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


35Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


50Item 8.

Financial Statements and Supplementary Data


51Item 9.

Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure


84Item 9A.

Controls and Procedures


84Item 9B.

Other Information


85PART III.Item 10.

Directors, Executive Officers and Corporate
    Governance


85Item 11.

Executive Compensation


85Item 12.

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


85Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


85Item 14.

Principal Accounting Fees and Services


86PART IV.Item 15.

Exhibits, Financial Statement Schedules


86Signatures


89EX-10.11EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   1




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PART I



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K
  
    our immature industry and relatively new business model;
    our dependence on Internet search companies to attract Internet
    visitors;
    our dependence on a small number of large clients and our
    dependence on a small number of client verticals for a majority
    of our revenue;
    changes in regulatory and legislative environment affecting our
    business or our clients businesses;
    our ability to successfully manage any recent or future
    acquisitions;
    our ability to attract and retain qualified employees and key
    personnel;
    our ability to enhance and maintain our client and vendor
    relationships;
    our ability to manage our growth effectively;
    our ability to accurately forecast our operating results and
    appropriately plan our expenses;
    our ability to develop new services and enhancements and
    features to meet new demands from our clients;
    our ability to raise additional capital in the future, if needed;
    general economic conditions in our domestic and potential future
    international markets;
    our ability to compete in our industry; and
    our ability to protect our intellectual property rights.    Item 1.
    Business  Our
    Company
  business-to-business,
 2




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pay-per-click,
  Market
    Opportunity
    Change
    in marketing strategy and approach
    From
    qualitative, impression-driven marketing to analytic,
    data-driven marketing
   3




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From
    account management-based client relationships to results-based
    client relationships
    From
    marketing messages pushed on audiences to marketing messages
    pulled by self-directed audiences
    From
    marketing spending focused on large media buys to marketing
    spending optimized for fragmented media
    Increasing
    complexity of online marketing
    Our
    Business Model
    
    We own or access targeted media.
    We run advertisements or other forms of marketing messages and
    programs in that media to create visitor responses or clicks
    through to client offerings. 4




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
    We match these responses or clicks to client offerings or brands
    that meet visitor interests or needs, converting visitors into
    qualified leads or clicks.
    We optimize client matches and media yield such that we achieve
    desired results for clients and a sound financial outcome for us.    Media
    and Internet visitor mix
    
    websites owned and operated by us, with content and offerings
    that are relevant to our clients target customers;
    visitors acquired from PPC advertisements purchased on major
    search engines and sent to our websites;
    revenue sharing agreements with third-party publishers with whom
    we have a relationship and whose content is relevant to our
    clients target customers;
    email lists owned by third parties and warranted to us by their
    owners to comply with the CAN-SPAM Act;
    email lists owned by us, and generated on an opt-in basis from
    Internet visitors to our websites; and
    display ads run through online advertising networks or directly
    with major websites or portals.  Conversion
    optimization
  point-of-sale
 5




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Offerings
    and client coverage
    Our
    Competitive Advantages
  Vertical
    focus and expertise
    Measurable
    marketing experience and expertise
    Targeted
    media
  business-to-business
  Proprietary
    technology
   6




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
    an ad server for tracking the placement and performance of
    content, creative messaging, and offerings on our websites and
    on those of publishers with whom we work;
    database-driven applications for dynamically matching content,
    offers or brands to Internet visitors expressed needs or
    interests;
    a platform for measuring and managing the performance of tens of
    thousands of PPC search engine advertising campaigns;
    dashboards or reporting tools for displaying operating and
    financial metrics for thousands of ongoing marketing campaigns;
    and,
    a compliance tool capable of cataloging and filtering content
    from the thousands of websites on which our marketing programs
    appear to ensure adherence to client branding guidelines and to
    regulatory requirements.    Client
    relationships
    
    our close, often direct, relationships with most of our large
    clients;
    our ability to deliver measurable and attractive return on
    investment, or ROI, on clients marketing spending;
    our ownership of, or exclusive access to large amounts of,
    targeted media inventory and associated Internet visitors in the
    client verticals on which we focus; and,
    our ability to consistently and reliably deliver large
    quantities of qualified leads or clicks.    Client-driven
    online marketing approach
     7




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Acquisition
    strategy and success
    
    Our ability to monetize Internet media, coupled with client
    demand for our services, provides us with a particular advantage
    in acquiring targeted online media properties in the client
    verticals on which we focus.
    Our capabilities in online media can allow us to generate a
    greater volume of leads or clicks, and therefore create more
    value, than other owners of marketing services companies that
    have aggregated client budgets or relationships.
    We can often apply technologies across our business volume to
    create more value than previous owners of the technology.  Scale
    Our
    Strategy
    
    Focus on generating sustainable revenues by providing
    measurable value to our clients.
    Build QuinStreet and our industry sustainably by behaving
    ethically in all we do and by providing quality content and
    website experiences to Internet visitors.
    Remain vertically focused, choosing to grow through depth,
    expertise and coverage in our current client verticals; enter
    new client verticals selectively over time, organically and
    through acquisitions.
    Build a world class organization, with
    best-in-class
    capabilities for delivering measurable marketing results to
    clients and high yields or returns on media costs.
    Develop and evolve the best technologies and platform for
    managing vertical marketing and media on the Internet; focus on
    technologies that enhance media yield, improve client results
    and achieve scale efficiencies.
    Build, buy and partner with vertical content websites that
    provide the most relevant and highest quality visitor
    experiences in the client and media verticals we serve.
    Be a client-driven organization; develop a broad set of media
    sources and capabilities to reliably meet client needs. 8




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Our
    Culture
    Performance.
  Open Communications.
  High Standards.
  Customer Empathy.
  Prioritization.
  Urgency.
  Progress.
  Agility.
  Recognition.
  Fun.
  Clients
   9




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Sales and
    Marketing
      Technology
    and Infrastructure
      Intellectual
    Property
    Our
    Competitors
    Advertising
    and direct marketing services agencies
   10




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Online
    marketing and media companies
    Government
    Regulation
  debt-to-income
  Employees
   11




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K, Form 10-Q, Form 8-K,
  1-800-SEC-0330. (http://www.sec.gov)
  Executive
    Officers of the Registrant
    Name

Age

PositionDouglas Valenti


51


Chief Executive Officer and ChairmanBronwyn Syiek


47


President and Chief Operating OfficerKenneth Hahn


44


Chief Financial OfficerTom Cheli


40


Executive Vice PresidentScott Mackley


38


Executive Vice PresidentNina Bhanap


38


Chief Technology OfficerDaniel Caul


45


General CounselTimothy Stevens


44


Senior Vice President   Douglas Valenti
  Bronwyn Syiek
  Kenneth Hahn
 12




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Tom Cheli
  Scott Mackley
  Nina Bhanap
  Daniel Caul
  Timothy Stevens
  Item 1A.
    Risk
    Factors  Investing in our common stock involves a high degree of risk.
    You should carefully consider the risks described below and the
    other information in this report on
    Form 10-K.
    If any of such risks actually occur, our business, operating
    results or financial condition could be adversely affected. In
    those cases, the trading price of our common stock could decline
    and you may lose all or part of your investment.
 13




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Risks
    Related to Our Business and Industry
  We
    operate in an immature industry and have a relatively new
    business model, which makes it difficult to evaluate our
    business and prospects.
    
    maintain and expand client relationships;
    sustain and increase the number of visitors to our websites;
    sustain and grow relationships with third-party website
    publishers and other sources of web visitors;
    manage our expanding operations and implement and improve our
    operational, financial and management controls;
    overcome challenges presented by adverse global economic
    conditions as they impact spending in our client verticals;
    raise capital at attractive costs, or at all;
    acquire and integrate websites and other businesses;
    successfully expand our footprint in our existing client
    verticals and enter new client verticals;
    respond effectively to competition and potential negative
    effects of competition on profit margins;
    attract and retain qualified management, employees and
    independent service providers;
    successfully introduce new processes and technologies and
    upgrade our existing technologies and services;
    protect our proprietary technology and intellectual property
    rights; and
    respond to government regulations relating to the Internet,
    marketing in our client verticals, personal data protection,
    email, software technologies and other aspects of our business.    We
    depend upon Internet search companies to attract a significant
    portion of the visitors to our websites, and any change in the
    search companies search algorithms or perception of us or
    our industry could result in our websites being listed less
    prominently in either paid or algorithmic search result
    listings, in which case the number of visitors to our websites
    and our revenue could decline.
   14




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A
    substantial portion of our revenue is generated from a limited
    number of clients and, if we lose a major client, our revenue
    will decrease and our business and prospects would be adversely
    impacted.
    There
    is significant activity and uncertainty in the regulatory and
    legislative environment for the for-profit education sector.
    These regulatory or legislative changes could negatively affect
    our clients businesses, marketing practices and budgets
    and could impact demand, pricing or form of our services, any or
    all of which could have a material adverse impact on our
    financial results.
     15




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debt-to-income 90/10
      We are
    dependent on two market verticals for a majority of our revenue.
    Negative changes in the economic condition, market dynamics or
    regulatory environment in one or both of these verticals could
    cause our revenue to decline and our business and growth could
    suffer.
    Our
    operating results have fluctuated in the past and may do so in
    the future, which makes our results of operations difficult to
    predict and could cause our operating results to fall short of
    analysts and investors expectations.
    
    changes in demand and pricing for our services;
    changes in our pricing policies, the pricing policies of our
    competitors, or the pricing of Internet advertising or media; 16




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
    the addition of new clients or the loss of existing clients;
    changes in our clients advertising agencies or the
    marketing strategies our clients or their advertising agencies
    employ;
    changes in the regulatory environment for us or our clients;
    changes in the economic prospects of our clients or the economy
    generally, which could alter current or prospective
    clients spending priorities, or could increase the time or
    costs required to complete sales with clients;
    changes in the availability of Internet advertising or the cost
    to reach Internet visitors;
    changes in the placement of our websites on search engines;
    the introduction of new product or service offerings by our
    competitors; and
    costs related to acquisitions of businesses or technologies.  Our
    future growth depends on part on our ability to identify and
    complete acquisitions. Any acquisitions that we pursue or
    complete will involve a number of risks. If we are unable to
    address and resolve these risks successfully, such acquisition
    activity could harm our business, results of operations and
    financial condition.
    
    diversion of management time and potential business disruptions;
    difficulties integrating and supporting acquired products or
    technologies;
    disruptions or reductions in client revenues associated with
    changes to the business models of acquired businesses;
    expenses, distractions and potential claims resulting from
    acquisitions, whether or not they are completed;
    retaining and integrating employees from any businesses we may
    acquire;
    issuance of dilutive equity securities, incurrence of debt or
    reduction in cash balances;
    integrating various accounting, management, information, human
    resource and other systems to permit effective management;
    incurring possible impairment charges, contingent liabilities,
    amortization expense or write-offs of goodwill;
    unexpected capital expenditure requirements;
    insufficient revenue to offset increased expenses associated
    with acquisitions;
    underperformance problems associated with acquisitions; and
    becoming involved in acquisition-related litigation. 17




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If we
    are unable to retain the members of our management team or
    attract and retain qualified management team members in the
    future, our business and growth could suffer.
    We
    need to hire and retain additional qualified personnel to grow
    and manage our business. If we are unable to attract and retain
    qualified personnel, our business and growth could be seriously
    harmed.
    We
    depend on third-party website publishers for a significant
    portion of our visitors, and any decline in the supply of media
    available through these websites or increase in the price of
    this media could cause our revenue to decline or our cost to
    reach visitors to increase.
   18




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If we
    do not effectively manage our growth, our operating performance
    will suffer and we may lose clients.
    
    successfully scale our technology to accommodate a larger
    business and integrate acquisitions;
    maintain our standing with key vendors, including Internet
    search companies and third-party website publishers;
    maintain our client service standards; and
    develop and improve our operational, financial and management
    controls and maintain adequate reporting systems and procedures.    We may
    need additional capital in the future to meet our financial
    obligations and to pursue our business objectives. Additional
    capital may not be available or may not be available on
    favorable terms and our business and financial condition could
    therefore be adversely affected.
    We
    have incurred a significant amount of debt, which may limit our
    ability to fund general corporate requirements and obtain
    additional financing, limit our flexibility in responding to
    business opportunities and competitive developments and increase
    our vulnerability to adverse economic and industry
    conditions.
    
    we may not have sufficient liquidity to respond to business
    opportunities, competitive developments and adverse economic
    conditions;
    we may not have sufficient liquidity to fund all of these costs
    if our revenue declines or costs increase; and
    we may not have sufficient funds to repay the principal balance
    of our debt when due.   19




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The
    severe economic downturn in the United States still poses
    additional risks to our business, financial condition and
    results of operations.
    Poor
    perception of our business or industry as a result of the
    actions of third parties could harm our reputation and adversely
    affect our business, financial condition and results of
    operations.
    Our
    quarterly revenue and operating results may fluctuate
    significantly from quarter to quarter due to seasonal
    fluctuations in advertising spending.
    If we
    fail to compete effectively against other online marketing and
    media companies and other competitors, we could lose clients and
    our revenue may decline.
   20




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
    online marketing or media services providers such as Halyard
    Education Partners in the education client vertical and BankRate
    in the financial services client vertical;
    offline and online advertising agencies;
    major Internet portals and search engine companies with
    advertising networks such as Google, Yahoo!, MSN, and AOL;
    other online marketing service providers, including online
    affiliate advertising networks and industry-specific portals or
    lead generation companies;
    website publishers with their own sales forces that sell their
    online marketing services directly to clients;
    in-house marketing groups at current or potential clients;
    offline direct marketing agencies; and
    television, radio and print companies.    If the
    market for online marketing services fails to continue to
    develop, our future growth may be limited and our revenue may
    decrease.
   21




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Third-party
    website publishers can engage in unauthorized or unlawful acts
    that could subject us to significant liability or cause us to
    lose clients.
    Because
    many of our client contracts can be cancelled by the client with
    little prior notice or penalty, the cancellation of one or more
    contracts could result in an immediate decline in our
    revenue.
    Unauthorized
    access to or accidental disclosure of consumer
    personally-identifiable information that we collect may cause us
    to incur significant expenses and may negatively affect our
    credibility and business.
    If we
    do not adequately protect our intellectual property rights, our
    competitive position and business may suffer.
   22




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Confidentiality
    agreements with employees, consultants and others may not
    adequately prevent disclosure of trade secrets and other
    proprietary information.
    Third
    parties may sue us for intellectual property infringement which,
    if successful, could require us to pay significant damages or
    curtail our offerings.
     23




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Our
    proprietary technologies may include design or performance
    defects and may not achieve their intended results, either of
    which could impair our future revenue growth.
    If we
    fail to keep pace with rapidly-changing technologies and
    industry standards, we could lose clients or advertising
    inventory and our results of operations may
    suffer.
    Changes
    in government regulation and industry standards applicable to
    the Internet and our business could decrease demand for our
    technologies and services or increase our costs.
         24




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income-to-debt
    Increased
    taxation of companies engaged in Internet commerce may adversely
    affect the commercial use of our marketing services and our
    financial results.
    Limitations
    on our ability to collect and use data derived from user
    activities could significantly diminish the value of our
    services and cause us to lose clients and revenue.
   25




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As a
    creator and a distributor of Internet content, we face potential
    liability and expenses for legal claims based on the nature and
    content of the materials that we create or distribute. If we are
    required to pay damages or expenses in connection with these
    legal claims, our operating results and business may be
    harmed.
    Wireless
    devices and mobile phones are increasingly being used to access
    the Internet, and our online marketing services may not be as
    effective when accessed through these devices, which could cause
    harm to our business.
    We may
    not succeed in expanding our businesses outside the United
    States, which may limit our future growth.
    
    the adaptation of technologies and services to foreign
    clients preferences and customs;
    application of foreign laws and regulations to us, including
    marketing and privacy regulations;
    changes in foreign political and economic conditions;
    tariffs and other trade barriers, fluctuations in currency
    exchange rates and potentially adverse tax consequences;
    language barriers or cultural differences;
    reduced or limited protection for intellectual property rights
    in foreign jurisdictions;
    difficulties and costs in staffing, managing or overseeing
    foreign operations; and
    education of potential clients who may not be familiar with
    online marketing. 26




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We
    rely on Internet bandwidth and data center providers and other
    third parties for key aspects of the process of providing
    services to our clients, and any failure or interruption in the
    services and products provided by these third parties could harm
    our business.
    back-up back-up back-up
  Interruption
    or failure of our information technology and communications
    systems could impair our ability to effectively deliver our
    services, which could cause us to lose clients and harm our
    operating results.
  and/or
     27




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Any
    constraints on the capacity of our technology infrastructure
    could delay the effectiveness of our operations or result in
    system failures, which would result in the loss of clients and
    harm our business and results of operations.
    We
    could lose clients if we fail to detect click-through or other
    fraud on advertisements in a manner that is acceptable to our
    clients.
    If we
    fail to maintain proper and effective internal controls, our
    ability to produce accurate financial statements on a timely
    basis could be impaired, which would adversely affect our
    ability to operate our business.
    Risks
    Related to the Ownership of Our Common Stock
  Our
    stock price may be volatile, and you may not be able to resell
    shares of our common stock at or above the price you
    paid.
  Form 10-K
  
    changes in earnings estimates or recommendations by securities
    analysts; 28




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
    announcements about our revenues, earnings or growth rates that
    are not in line with analyst expectations, the risk of which is
    heightened because it is our policy not to give quarterly
    guidance on revenue, earnings, or growth rates.
    changes in governmental regulations;
    announcements by us or our competitors of new services,
    significant contracts, commercial relationships, acquisitions or
    capital commitments;
    changes in the search engine rankings of our sites or our
    ability to access PPC advertising;
    developments with respect to intellectual property rights;
    our ability to develop and market new and enhanced products on a
    timely basis;
    our commencement of, or involvement in, litigation;
    negative publicity about us, our industry, our clients or our
    clients industries; and
    a slowdown in our industry or the general economy.    If
    securities or industry analysts do not publish research or
    reports about our business, or if they issue an adverse opinion
    regarding our stock, our stock price and trading volume could
    decline.
    Our
    directors, executive officers and principal stockholders and
    their respective affiliates have substantial control over us and
    could delay or prevent a change in corporate
    control.
    
    delaying, deferring or preventing a change in corporate control;
    impeding a merger, consolidation, takeover or other business
    combination involving us; or
    discouraging a potential acquirer from making a tender offer or
    otherwise attempting to obtain control of us.  Future
    sales of shares by existing stockholders could cause our stock
    price to decline.
   29




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Provisions
    in our charter documents under Delaware law and in contractual
    obligations, could discourage a takeover that stockholders may
    consider favorable and may lead to entrenchment of
    management.
    
    a classified board of directors with three-year staggered terms,
    which may delay the ability of stockholders to change the
    membership of a majority of our board of directors;
    no cumulative voting in the election of directors, which limits
    the ability of minority stockholders to elect director
    candidates;
    the exclusive right of our board of directors to elect a
    director to fill a vacancy created by the expansion of the board
    of directors or the resignation, death or removal of a director,
    which prevents stockholders from being able to fill vacancies on
    our board of directors;
    the ability of our board of directors to determine to issue
    shares of preferred stock and to determine the price and other
    terms of those shares, including preferences and voting rights,
    without stockholder approval, which could be used to
    significantly dilute the ownership of a hostile acquirer;
    a prohibition on stockholder action by written consent, which
    forces stockholder action to be taken at an annual or special
    meeting of our stockholders;
    the requirement that a special meeting of stockholders may be
    called only by the chairman of the board of directors, the chief
    executive officer or the board of directors, which may delay the
    ability of our stockholders to force consideration of a proposal
    or to take action, including the removal of directors; and
    advance notice procedures that stockholders must comply with in
    order to nominate candidates to our board of directors or to
    propose matters to be acted upon at a stockholders
    meeting, which may discourage or deter a potential acquiror from
    conducting a solicitation of proxies to elect the
    acquirors own slate of directors or otherwise attempting
    to obtain control of us.    We do
    not currently intend to pay dividends on our common stock and,
    consequently, your ability to achieve a return on your
    investment will depend on appreciation in the price of our
    common stock.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   30




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Item 3.
    Legal
    Proceedings      Item 4.
    (Removed
    and Reserved) PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Fiscal Year Ended June 30, 2010

High


LowThird quarter ended March 31, 2010 (beginning
    February 11, 2010)

$
17.74


$
12.77Fourth quarter ended June 30, 2010

$
18.25


$
11.37   Fiscal Year Ended June 30, 2011

High


LowFirst quarter ended September 30, 2010

$
15.51


$
9.79Second quarter ended December 31, 2010

$
21.38


$
13.91Third quarter ended March 31, 2011

$
24.91


$
18.92Fourth quarter ended June 30, 2011

$
22.98


$
10.68       Form 10-K.
 31




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Performance
    Graph
      
  *
    
    $100 invested on
    2/11/10 in
    stock or
    1/31/10 in
    index, including reinvestment of dividends.  Recent
    Sales of Unregistered Securities
    Use of
    Proceeds
  Form S-1 No. 333-163228)
   32




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Item 6.
    Selected
    Consolidated Financial Data      Fiscal Year Ended June 30,2011


2010


2009


2008


2007(In thousands, except per share data)Consolidated Statements of Operations Data:Net revenue

$
403,021


$
334,835


$
260,527


$
192,030


$
167,370Cost of revenue(1)


291,991



240,730



181,593



130,869



108,945Gross profit


111,030



94,105



78,934



61,161



58,425Operating expenses: (1)Product development


24,163



19,726



14,887



14,051



14,094Sales and marketing


17,382



16,698



16,154



12,409



8,487General and administrative


20,396



18,464



13,172



13,371



11,440Total operating expenses


61,941



54,888



44,213



39,831



34,021Operating income


49,089



39,217



34,721



21,330



24,404Interest income


169



97



245



1,482



1,905Interest expense


(4,213
)


(3,977
)


(3,544
)


(1,214
)


(732
)Other income (expense), net


56



1,523



(239
)


145



(139
)Interest and other income (expense), net


(3,988
)


(2,357
)


(3,538
)


413



1,034Income before income taxes


45,101



36,860



31,183



21,743



25,438Provision for taxes


(17,887
)


(16,276
)


(13,909
)


(8,876
)


(9,828
)Net income

$
27,214


$
20,584


$
17,274


$
12,867


$
15,610Less: 8% non-cumulative dividends on convertible preferred stock

$



$
(2,018
)

$
(3,276
)

$
(3,276
)

$
(3,276
)Less: Undistributed earnings allocated to convertible preferred
    stock

$



$
(5,784
)

$
(8,599
)

$
(5,925
)

$
(7,690
)Net income attributable to common stockholders  Basic

$
27,214


$
12,782


$
5,399


$
3,666


$
4,644Undistributed earnings re-allocated to common stock

$



$
419


$
399


$
360


$
522Net income attributable to common stockholders 
    Diluted

$
27,214


$
13,201


$
5,798


$
4,026


$
5,166 33




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##### Table of Contents



Fiscal Year Ended June 30,2011


2010


2009


2008


2007(In thousands, except per share data)Net income per share attributable to common stockholders:(2)Basic

$
0.59


$
0.50


$
0.41


$
0.28


$
0.36Diluted

$
0.55


$
0.46


$
0.39


$
0.26


$
0.34Weighted average shares used in computing net income per share
    attributable to common stockholders:Basic


46,222



25,616



13,294



13,104



12,789Diluted


49,130



28,429



14,971



15,325



15,263     (1)
    
    Cost of revenue and operating expenses include stock-based
    compensation expense as follows:  Cost of revenue

$
4,506


$
3,111


$
1,916


$
1,112


$
416Product development


2,705



2,176



669



443



75Sales and marketing


3,747



3,463



1,761



581



226General and administrative


2,992



4,621



1,827



1,086



1,354   (2)
    
    See Note 3 to our consolidated financial statements
    included in this report for an explanation of the method used to
    calculate basic and diluted net income per share of common stock.  June 30,2011

2010

2009

2008

2007(In thousands)Consolidated Balance Sheets Data:Cash and cash equivalents

$
132,290


$
155,770


$
25,182


$
24,953


$
26,765Working capital


162,361



155,164



16,426



17,022



42,769Total assets


524,924



434,630



212,878



179,746



118,536Total liabilities


169,535



144,608



96,289



86,032



37,831Total debt


106,048



93,608



57,240



51,654



10,250Total stockholders equity


355,389



290,022



73,186



50,311



37,312   Fiscal Year Ended June 30,2011

2010

2009

2008

2007(In thousands)Consolidated Statements of Cash Flows Data:Net cash provided by operating activities

$
78,171


$
38,509


$
32,570


$
24,751


$
25,197Depreciation and amortization


27,272



18,791



15,978



11,727



9,637Capital expenditures


5,363



2,710



1,347



2,177



2,030   Fiscal Year Ended June 30,2011

2010

2009

2008

2007(In thousands)Other Financial Data:Adjusted EBITDA(1)

$
90,311


$
71,379


$
56,872


$
36,279


$
36,112   (1)
    
    We define Adjusted EBITDA as net income less provision for
    taxes, depreciation expense, amortization expense, stock-based
    compensation expense, interest and other income (expense), net.
    Please see the Adjusted EBITDA section below for
    more information. 34




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##### Table of Contents



Fiscal Year Ended June 30,2011


2010


2009


2008


2007(In thousands)Net income

$
27,214


$
20,584


$
17,274


$
12,867


$
15,610Interest and other (income) expense, net


3,988



2,357



3,538



(413
)


(1,034
)Provision for taxes


17,887



16,276



13,909



8,876



9,828Depreciation and amortization


27,272



18,791



15,978



11,727



9,637Stock-based compensation expense


13,950



13,371



6,173



3,222



2,071Adjusted EBITDA

$
90,311


$
71,379


$
56,872


$
36,279


$
36,112   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion of our financial
    condition and results of operations in conjunction with the
    consolidated financial statements and the notes thereto included
    elsewhere in this report. The following discussion contains
    forward-looking statements that reflect our plans, estimates and
    beliefs. Our actual results could differ materially from those
    discussed in the forward-looking statements. Factors that could
    cause or contribute to these differences include those discussed
    below and elsewhere in this report, particularly in the sections
    titled Special Note Regarding Forward-Looking
    Statements and Risk Factors.
  Management
    Overview
      
    We own or access targeted media;
    We run advertisements or other forms of marketing messages and
    programs in that media to create visitor responses or clicks
    through to client offerings;
    We match these responses or clicks to client offerings that meet
    visitor interests or needs, converting visitors into qualified
    leads or clicks; and
    We optimize client matches and media yield such that we achieve
    desired results for clients and a sound financial outcome for us.     35




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##### Table of Contents



business-to-business,
      Trends
    Affecting our Business
  Client
    Verticals
        Acquisitions
  Acquisitions
    in Fiscal Year 2011
    business-to-business
  Acquisitions
    in Fiscal Year 2010
   36




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##### Table of Contents



Acquisitions
    in Fiscal Year 2009
      Development
    and Acquisition of Targeted Media
    Seasonality
    Basis of
    Presentation
  General
    Net
    Revenue
  DMS.
  DSS.
 37




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##### Table of Contents



Cost
    of Revenue
  pay-per-click, cost-per-lead, cost-per-click, cost-per-thousand-impressions,
      Operating
    Expenses
    Product Development.
  Sales and Marketing.
  General and Administrative.
  Interest
    and Other Income (Expense), Net
     38




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##### Table of Contents



Income
    Tax Expense
  non-U.S. activities
  Results
    of Operations
    Fiscal Year Ended June 30,2011


2010


2009(In thousands)Net revenue

$
403,021



100.0
%

$
334,835



100.0
%

$
260,527



100.0
%Cost of revenue(1)


291,991



72.5



240,730



71.9



181,593



69.7Gross profit


111,030



27.5



94,105



28.1



78,934



30.3Operating expenses:(1)Product development


24,163



6.0



19,726



5.9



14,887



5.7Sales and marketing


17,382



4.3



16,698



5.0



16,154



6.2General and administrative


20,396



5.0



18,464



5.5



13,172



5.1Operating income


49,089



12.2



39,217



11.7



34,721



13.3Interest income


169



0.0



97



0.0



245



0.1Interest expense


(4,213
)


(1.0
)


(3,977
)


(1.2
)


(3,544
)


(1.4
)Other income (expense), net


56



0.0



1,523



0.5



(239
)


(0.1
)Income before income taxes


45,101



11.2



36,860



11.0



31,183



12.0Provision for taxes


(17,887
)


(4.4
)


(16,276
)


(4.9
)


(13,909
)


(5.4
)Net income

$
27,214



6.8
%

$
20,584



6.1
%

$
17,274



6.6
%     (1)
    
    Cost of revenue and operating expenses include stock-based
    compensation expense as follows:  Cost of revenue

$
4,506



1.1
%

$
3,111



0.9
%

$
1,916



0.7
%Product development


2,705



0.7



2,176



0.6



669



0.3Sales and marketing


3,747



0.9



3,463



1.0



1,761



0.7General and administrative


2,992



0.7



4,621



1.4



1,827



0.7   Net
    Revenue
  Fiscal Year Ended June 30,


2011 - 2010


2010 - 20092011


2010


2009


% Change


% Change(In thousands)Net revenue

$
403,021


$
334,835


$
260,527



20
%


29
%Cost of revenue


291,991



240,730



181,593



21
%


33
%Gross profit

$
111,030


$
94,105


$
78,934



18
%


19
%    39




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##### Table of Contents



Cost of
    Revenue
      Operating
    Expenses
  Fiscal Year Ended June 30,


2011 - 2010


2010 - 20092011


2010


2009


% Change


% Change(In thousands)Product development

$
24,163


$
19,726


$
14,887



22
%


33
%Sales and marketing


17,382



16,698



16,154



4
%


3
%General and administrative


20,396



18,464



13,172



10
%


40
%Operating expenses

$
61,941


$
54,888


$
44,213



13
%


24
%   Product
    Development Expenses
     40




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##### Table of Contents



Sales and
    Marketing Expenses
      General
    and Administrative Expenses
      Interest
    and Other Income (Expense), Net
  Fiscal Year Ended June 30,


2011 - 2010


2010 - 20092011


2010


2009


% Change


% Change(In thousands)Interest income

$
169


$
97


$
245



74
%


(60
)%Interest expense


(4,213
)


(3,977
)


(3,544
)


6
%


12
%Other income (expense), net


56



1,523



(239
)


(96
)%


(737
)%Interest and other income (expense), net

$
(3,988
)

$
(2,357
)

$
(3,538
)


69
%


(33
)%  41




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##### Table of Contents



Provision
    for Taxes
  Fiscal Year Ended June 30,2011

2010

2009(In thousands)Provision for taxes

$
17,887


$
16,276


$
13,909Effective tax rate


39.7
%


44.2
%


44.6
%     ASC 740-10
    Selected
    Quarterly Financial Data
   42




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##### Table of Contents



Three Months EndedJune 30,


Mar 31,


Dec 31,


Sept 30,


June 30,


Mar 31,


Dec 31,


Sept 30,2011


2011


2010


2010


2010


2010


2009


2009(In thousands)Net revenue

$
94,118


$
107,705


$
97,582


$
103,616


$
88,547


$
90,773


$
76,963


$
78,552Costs of revenue


69,122



78,578



70,662



73,629



62,858



66,268



56,557



55,047Gross profit


24,996



29,127



26,920



29,987



25,689



24,505



20,406



23,505Operating expenses:Product development


5,843



6,836



5,933



5,551



5,192



5,325



4,739



4,470Sales and marketing


3,285



4,687



4,665



4,745



4,508



4,575



3,990



3,625General and administrative


5,206



5,525



4,943



4,722



4,353



4,467



6,203



3,441Operating income


10,662



12,079



11,379



14,969



11,636



10,138



5,474



11,969Interest income


30



25



47



67



64



16



8



9Interest expense


(1,105
)


(1,091
)


(1,028
)


(989
)


(1,046
)


(1,302
)


(881
)


(748
)Other income (expense), net


(95
)


66



(79
)


164



1,302



(64
)


165



120Income before income taxes


9,492



11,079



10,319



14,211



11,956



8,788



4,766



11,350Provision for taxes


(3,046
)


(4,740
)


(3,391
)


(6,710
)


(5,545
)


(3,538
)


(2,356
)


( 4,837
)Net income

$
6,446


$
6,339


$
6,928


$
7,501


$
6,411


$
5,250


$
2,410


$
6,513Net income per share:(1)Basic

$
0.14


$
0.14


$
0.15


$
0.17


$
0.14


$
0.12


$
0.05


$
0.16Diluted

$
0.13


$
0.13


$
0.14


$
0.16


$
0.13


$
0.11


$
0.04


$
0.16Other Financial Data:Adjusted EBITDA

$
20,779


$
23,218


$
21,718


$
24,596


$
19,901


$
18,339


$
14,989


$
18,150     (1)
    
    Net income per share for the four quarters of each fiscal year
    may not sum to the total for the fiscal year because of the
    different number of shares outstanding during each period.  Adjusted
    EBITDA
  Our use of Adjusted EBITDA.
      
    Adjusted EBITDA does not reflect our cash expenditures for
    capital equipment or other contractual commitments; 43




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##### Table of Contents




    although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized may have to be replaced
    in the future, and Adjusted EBITDA does not reflect cash capital
    expenditure requirements for such replacements;
    Adjusted EBITDA does not reflect changes in, or cash
    requirements for, our working capital needs;
    Adjusted EBITDA does not consider the potentially dilutive
    impact of issuing stock-based compensation to our management
    team and employees;
    Adjusted EBITDA does not reflect the significant interest
    expense or the cash requirements necessary to service interest
    or principal payments on our indebtedness;
    Adjusted EBITDA does not reflect certain tax payments that may
    represent a reduction in cash available to us; and
    other companies, including companies in our industry, may
    calculate Adjusted EBITDA measures differently, which reduces
    their usefulness as a comparative measure.      Three Months EndedJune 30,


Mar 31,


Dec 31,


Sept 30,


June 30,


Mar 31,


Dec 31,


Sept 30,2011


2011


2010


2010


2010


2010


2009


2009(In thousands)Net income

$
6,446


$
6,339


$
6,928


$
7,501


$
6,411


$
5,250


$
2,410


$
6,513Interest and other income (expense), net

$
1,170



1,000



1,060



758



(320
)


1,350



708



619Provision for taxes

$
3,046



4,740



3,391



6,710



5,545



3,538



2,356



4,837Depreciation and amortization

$
7,020



7,632



6,723



5,897



5,113



5,075



4,651



3,952Stock-based compensation expense

$
3,097



3,507



3,616



3,730



3,152



3,126



4,864



2,229Adjusted EBITDA

$
20,779


$
23,218


$
21,718


$
24,596


$
19,901


$
18,339


$
14,989


$
18,150   Adjusted EBITDA quarterly trends.
    Liquidity
    and Capital Resources
      44




---



##### Table of Contents



Fiscal Year Ended June 30,2011


2010


2009(In thousands)Cash flows from operating activities

$
78,171


$
38,509


$
32,570Cash flows from investing activities


(134,763
)


(72,233
)


( 27,326
)Cash flows from financing activities


33,072



164,324



(5,012
)   Net
    Cash Provided by Operating Activities
          Net
    Cash Used in Investing Activities
       45




---



##### Table of Contents



Net
    Cash Provided by or Used in Financing Activities
        Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
      Payments Due by PeriodLess Than


1 to


3 to


More ThanTotal


1 Year


3 Years


5 Years


5 Years(In thousands)Credit facility

$
96,741


$
7,000


$
89,741


$



$
Notes payable


10,967



3,597



6,760



610



Operating lease obligatio


19,462



1,881



5,970



5,736



5,875$
127,170


$
12,478


$
102,471


$
6,346


$
5,875    46




---



##### Table of Contents



Credit
    Facility
              New
    Lease
    12-month
 47




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
          Revenue
    Recognition
            cost-per-lead, cost-per-thousand-impressions
  (i) set-up Set-up
 48




---



##### Table of Contents



Stock-Based
    Compensation
      Goodwill
        Long-Lived
    Assets
   49




---



##### Table of Contents



Income
    Taxes
    Recent
    Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign
    Currency Exchange Risk
    Interest
    Rate Risk
     50




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  QUINSTREET,
    INC.
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of PricewaterhouseCoopers LLP, Independent
    Registered Public Accounting Firm


52Consolidated Balance Sheets


53Consolidated Statements of Operations


54Consolidated Statements of Convertible Preferred
    Stock, Stockholders Equity and Comprehensive Income


55Consolidated Statements of Cash Flows


56Notes to Consolidated Financial Statements


57  51




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           
    52




---



##### Table of Contents



QUINSTREET,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
   June 30,


June 30,2011


2010(In thousands, except share and per share data)ASSETSCurrent assetsCash and cash equivalents

$
132,290


$
155,770Marketable securities


34,927



Accounts receivable, net


48,225



51,466Deferred tax assets


10,253



8,528Prepaid expenses and other assets


5,773



3,123Total current assets


231,468



218,887Property and equipment, net


8,875



5,419Goodwill


211,856



158,582Other intangible assets, net


65,847



47,156Deferred tax assets, noncurrent


5,866



3,972Other assets, noncurrent


1,012



614Total assets

$
524,924


$
434,630LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
23,300


$
16,776Accrued liabilities


33,238



30,144Deferred revenue


2,531



1,241Debt


10,038



15,562Total current liabilities


69,107



63,723Deferred revenue, noncurrent


58



305Debt, noncurrent


96,010



78,046Other liabilities, noncurrent


4,360



2,534Total liabilities


169,535



144,608Commitments and contingencies (See Note 10)Stockholders equityCommon stock: $0.001 par value; 100,000,000 shares
    authorized; 49,564,877 and 47,247,147 shares issued, and
    47,387,425 and 45,069,695 shares outstanding at June 30,
    2011 and 2010, respectively


50



47Additional paid-in capital


255,689



217,581Treasury stock, at cost (2,177,452 shares at June 30,
    2011 and 2010)


(7,779
)


(7,779
)Accumulated other comprehensive income


51



9Retained earnings


107,378



80,164Total stockholders equity


355,389



290,022Total liabilities and stockholders equity

$
524,924


$
434,630    53




---



##### Table of Contents



QUINSTREET,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
   Fiscal Year Ended June 30,2011


2010


2009(In thousands, except per share data)Net revenue

$
403,021


$
334,835


$
260,527Cost of revenue(1)


291,991



240,730



181,593Gross profit


111,030



94,105



78,934Operating expenses:(1)Product development


24,163



19,726



14,887Sales and marketing


17,382



16,698



16,154General and administrative


20,396



18,464



13,172Operating income


49,089



39,217



34,721Interest income


169



97



245Interest expense


(4,213
)


(3,977
)


(3,544
)Other income (expense), net


56



1,523



(239
)Income before income taxes


45,101



36,860



31,183Provision for taxes


(17,887
)


(16,276
)


(13,909
)Net income

$
27,214


$
20,584


$
17,274Net income attributable to common stockholders:Basic

$
27,214


$
12,782


$
5,399Diluted

$
27,214


$
13,201


$
5,798Net income per share attributable to common stockholders:Basic

$
0.59


$
0.50


$
0.41Diluted

$
0.55


$
0.46


$
0.39Weighted average shares used in computing net income per share
    attributable to common stockholders:Basic


46,222



25,616



13,294Diluted


49,130



28,429



14,971     (1)
    
    Cost of revenue and operating expenses include stock-based
    compensation expense as follows:  Cost of revenue

$
4,506


$
3,111


$
1,916Product development


2,705



2,176



669Sales and marketing


3,747



3,463



1,761General and administrative


2,992



4,621



1,827    54




---



##### Table of Contents



QUINSTREET,
    INC.
  CONSOLIDATED
    STATEMENTS OF CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS
    EQUITY AND COMPREHENSIVE INCOME
  AccumulatedConvertible















Additional


Other





TotalPreferred Stock



Common Stock


Treasury Stock


Paid-in


Comprehensive


Retained


Shareholders


ComprehensiveShares


Amount



Shares


Amount


Shares


Amount


Capital


Income (Loss)


Earnings


Equity


Income(In thousands, except share data)Balance at June 30, 2008


21,176,533


$
43,403




15,243,284


$
15



(1,934,377
)

$
(5,727
)

$
13,683


$
34


$
42,306


$
50,311Issuance of common stock upon exercise of stock options











169,716















304











304Stock-based compensation



























6,173











6,173Excess tax benefits from stock-based compensation



























474











474Repurchase of common stock



















(163,275
)


(1,337
)














(1,337
)Comprehensive income:Net income



































17,274



17,274


$
17,274Unrealized gain on investments































(10
)






(10
)

$
(10
)Currency translation adjustments































(3
)






(3
)


(3
)Comprehensive income










































$
17,261Balance at June 30, 2009


21,176,533


$
43,403




15,413,000


$
15



(2,097,652
)

$
(7,064
)

$
20,634


$
21


$
59,580


$
73,186Issuance of common stock upon exercise of stock options











657,614



1











1,639











1,640Issuance of common stock in connection with initial public
    offering, net of issuance costs of $13,215











10,000,000



10











136,775











136,785Conversion of preferred stock to common stock in connection with
    initial public offering


(21,176,533
)


(43,403
)



21,176,533



21











43,382











43,403Stock-based compensation



























13,371











13,371Excess tax benefits from stock-based compensation



























1,780











1,780Repurchase of common stock



















(79,800
)


(715
)














(715
)Comprehensive income:Net income



































20,584



20,584


$
20,584Currency translation adjustments































(12
)






(12
)


(12
)Comprehensive income










































$
20,572Balance at June 30, 2010





$





47,247,147


$
47



(2,177,452
)

$
(7,779
)

$
217,581


$
9


$
80,164


$
290,022Issuance of common stock upon exercise of stock options











2,317,730



3











16,967











16,970Payment of initial public offering issuance costs



























(101
)










(101
)Stock-based compensation



























13,950











13,950Excess tax benefits from stock-based compensation



























7,292











7,292Comprehensive income:Net income



































27,214



27,214


$
27,214Unrealized gain on investments































2







2



2Currency translation adjustments































40







40



40Comprehensive income










































$
27,256Balance at June 30, 2011





$





49,564,877


$
50



(2,177,452
)

$
(7,779
)

$
255,689


$
51


$
107,378


$
355,389    55




---



##### Table of Contents



QUINSTREET,
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year Ended June 30,2011


2010


2009(In thousands)Cash Flows from Operating ActivitiesNet income

$
27,214


$
20,584


$
17,274Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


27,272



18,791



15,978Provision for sales returns and doubtful accounts receivable


(35
)


(751
)


1,473Stock-based compensation


13,950



13,371



6,173Excess tax benefits from stock-based compensation


(7,458
)


(1,859
)


(474
)Other non-cash adjustments, net


99



(1,622
)


563Changes in assets and liabilities, net of effects of
    acquisitions:Accounts receivable


3,885



(14,403
)


(9,042
)Prepaid expenses and other assets


4,947



29



485Other assets, noncurrent


120



11



(710
)Deferred taxes


(3,252
)


(6,771
)


(4,081
)Accounts payable


6,375



3,363



3,359Accrued liabilities


2,552



7,900



2,491Deferred revenue


1,043



(112
)


(720
)Other liabilities, noncurrent


1,459



(22
)


(199
)Net cash provided by operating activities


78,171



38,509



32,570Cash Flows from Investing ActivitiesCapital expenditures


(5,363
)


(2,710
)


(1,347
)Business acquisitions, net of notes payable and cash acquired


(91,838
)


(68,176
)


(27,932
)Internal software development costs


(1,841
)


(1,414
)


(1,060
)Purchases of marketable securities


(54,433
)






Proceeds from sales and maturities of marketable securities


19,227







2,302Other investing activities


(515
)


67



711Net cash used in investing activities


(134,763
)


(72,233
)


(27,326
)Cash Flows from Financing ActivitiesNet proceeds from issuance of common stock


(106
)


136,790



Proceeds from exercise of common stock options


16,710



1,640



304Proceeds from bank debt


24,425



43,300



8,607Principal payments on bank debt


(3,963
)


(3,100
)


(3,500
)Principal payments on acquisition-related notes payable


(11,452
)


(15,450
)


(9,560
)Excess tax benefits from stock-based compensation


7,458



1,859



474Repurchases of common stock






(715
)


(1,337
)Net cash provided by (used in) financing activities


33,072



164,324



(5,012
)Effect of exchange rate changes on cash and cash equivalents


40



(12
)


(3
)Net (decrease) increase in cash and cash equivalents


(23,480
)


130,588



229Cash and cash equivalents at beginning of period


155,770



25,182



24,953Cash and cash equivalents at end of period

$
132,290


$
155,770


$
25,182Supplemental Disclosure of Cash Flow InformationCash paid for interest


4,128



3,860



2,269Cash paid for taxes


16,885



22,109



20,354Supplemental Disclosure of Noncash Investing and Financing
    ActivitiesNotes payable issued in connection with business acquisitions


3,311



14,501



8,151Conversion of preferred stock to common stock






43,403



    56




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share and per share data)
  1.
    The
    Company    2.
    Summary
    of Significant Accounting Policies  Basis
    of Consolidation
    Use of
    Estimates
    Revenue
    Recognition
       57




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
      (i) set-up Set-up
    Concentrations
    of Credit Risk
      Fair
    Value of Financial Instruments
    Cash
    and Cash Equivalents
   58




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Property
    and Equipment
    Computer equipment

3 yearsSoftware

3 yearsFurniture and fixtures

3 to 5 yearsLeasehold improvements

the shorter of the lease term or the estimated useful lives of
    the improvements   Internal
    Software Development Costs
  product-by-product
  Goodwill
      Long-Lived
    Assets
   59




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Advertising
    Costs
    Income
    Taxes
    Foreign
    Currency Translation
    Comprehensive
    Income
  available-for-sale.
  Loss
    Contingencies
   60




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Stock-Based
    Compensation
        401(k)
    Savings Plan
    Recent
    Accounting Pronouncements
    
    provide updated guidance on whether multiple deliverables exist,
    how the deliverables in an arrangement should be separated, and
    how the consideration should be allocated;
    require an entity to allocate revenue in an arrangement using
    the estimated selling price (ESP) of deliverables if
    a vendor does not have vendor-specific objective evidence
    (VSOE) of selling price or third-party evidence
    (TPE) of selling price;
    and eliminate the use of the residual method and require an
    entity to allocate revenue using the relative selling price
    method.   61




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
      3.
    Net
    Income Attributable to Common Stockholders and Net Income per
    Share    period-to-date
 62




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Years Ended June 30,2011


2010(2)


2009(2)(In thousands, except per share data)Numerator:Basic:Net income

$
27,214


$
20,584


$
17,2748% non-cumulative dividends on convertible preferred stock






(2,018
)


(3,276
)Undistributed earnings allocated to convertible preferred stock






(5,784
)


(8,599
)Net income attributable to common stockholders  basic

$
27,214


$
12,782


$
5,399Diluted:Net income attributable to common stockholders  basic

$
27,214


$
12,782


$
5,399Undistributed earnings re-allocated to common stock






419



399Net income attributable to common stockholders 
    diluted

$
27,214


$
13,201


$
5,798Denominator:Basic:Weighted average shares of common stock used in computing basic
    net income per share


46,222



25,616



13,294Diluted:Weighted average shares of common stock used in computing basic
    net income per share


46,222



25,616



13,294Weighted average effect of dilutive securities:Stock options


2,845



2,813



1,677Restricted stock units


63







Weighted average shares of common stock used in computing
    diluted net income per share


49,130



28,429



14,971Net income per share attributable to common stockholders:Basic

$
0.59


$
0.50


$
0.41Diluted

$
0.55


$
0.46


$
0.39Securities excluded from weighted average shares used in
    computing diluted net income per share because the effect would
    have been anti-dilutive:(1)


2,689



2,918



4,740     (1)
    
    These weighted shares relate to anti-dilutive stock options and
    restricted stock units as calculated using the treasury stock
    method and could be dilutive in the future.(2)
    
    Earnings per share for the fiscal years ended June 30, 2010
    and 2009 include the effects of the convertible preferred stock
    under the two-class method before its conversion in connection
    with the IPO. 63




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  4.
    Marketable
    Securities and Fair Value Measurements  Marketable
    Securities
  available-for-sale. available-for-sale Available-for-sale
    available-for-sale
  As of June 30, 2011Gross


Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueUS municipal securities

$
23,625


$
12


$



$
23,637Certificates of deposit


19,046







10



19,036Money market funds


51,654











51,654$
94,325


$
12


$
10


$
94,327   As of June 30, 2010Gross


Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


ValueMoney market funds

$
133,128


$



$



$
133,128$
133,128


$



$



$
133,128     Fair
    Value Measurements
         64




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
      Fair Value Measurements as of June 30, 2011 UsingQuoted Prices in


Significant OtherActive Markets


Observablefor Identical Assets


InputsTotal


(Level 1)


(Level 2)US municipal securities

$
23,637


$



$
23,637Certificates of deposit


19,036







19,036Money market funds


51,654



51,654



$
94,327


$
51,654


$
42,673   Fair Value Measurements as of June 30, 2010 UsingQuoted Prices in


Significant OtherActive Markets


Observablefor Identical Assets


InputsTotal


(Level 1)


(Level 2)Money market funds

$
133,128


$
133,128


$
$
133,128


$
133,128


$
   5.
    Balance
    Sheet Components  Accounts
    Receivable, Net
    June 30,2011


2010Accounts receivable

$
50,948


$
54,224Less: Allowance for doubtful accounts


(276
)


(324
)Less: Allowance for sales returns


(2,447
)


(2,434
)$
48,225


$
51,466  65




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  Property
    and Equipment, Net
    June 30,2011


2010Computer equipment

$
11,448


$
11,506Software


6,344



5,946Furniture and fixtures


2,404



1,976Leasehold improvements


1,863



917Internal software development costs


16,711



14,87038,770



35,215Less: Accumulated depreciation and amortization


(29,895
)


(29,796
)$
8,875


$
5,419     Accrued
    liabilities
    June 30,2011


2010Accrued media costs

$
17,516


$
15,760Accrued compensation and related expenses


12,403



11,872Accrued taxes payable


517



642Accrued professional service and other business expenses


2,802



1,870Total accrued liabilities

$
33,238


$
30,144   6.
    Acquisitions  Acquisitions
    in Fiscal Year 2011
  Acquisition
    of CarInsurance.com
    AmountCash

$
49,655$
49,655  66




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Estimated


EstimatedFair Value


Useful LifeTangible assets acquired

$
661Liabilities assumed


(807
)Advertiser relationships


260



6-7 yearsContent


16,130



7 yearsWebsite/trade/domain names


4,350



10 yearsAcquired technology and others


3,000



2-4 yearsNoncompete agreements


40



4 yearsGoodwill


26,021



Indefinite$
49,655   Acquisition
    of Insurance.com
    AmountCash

$
33,000Fair value of debt (net of $157 of imputed interest)


2,483$
35,483    67




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Estimated


EstimatedFair Value


Useful LifeTangible assets acquired

$
1,204Advertiser relationships


2,120



7 yearsContent


4,290



4 yearsWebsite/trade/domain names


2,940



10 yearsAcquired technology and others


5,530



2-4 yearsNoncompete agreements


60



5 yearsGoodwill


19,339



Indefinite$
35,483   Other
    Acquisitions in Fiscal Year 2011
    AmountCash

$
9,222Fair value of debt (net of $36 of imputed interest)


828$
10,050     Estimated


EstimatedFair Value


Useful LifeCustomer/publisher relationships

$
233



3-5 yearsContent


1,274



3-5 yearsWebsite/trade/domain names


541



4-5 yearsNoncompete agreements


88



1-3 yearsGoodwill


7,914



Indefinite$
10,050   Acquisitions
    in Fiscal Year 2010
   68




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  business-to-business
    Internet.com


Insure.com


HSH


Other


TotalCash

$
15,943


$
15,000


$
6,000


$
29,882


$
66,825Fair value of debt (net of imputed interest)


1,654



976



3,759



8,112



14,501$
17,597


$
15,976


$
9,759


$
37,994


$
81,326     EstimatedInternet.com


Insure.com


HSH


Other


Total


Useful LifeTangible assets acquired

$
3,136


$



$
50


$
45


$
3,231Liabilities assumed


(503
)






(1,695
)






(2,198
)Customer/publisher/advertiser relationships


1,300



900



1,100



1,150



4,450



1-7 yearsContent


2,400



3,900



1,400



8,384



16,084



1-8 yearsWebsite/trade/domain names


2,500



1,250



800



2,748



7,298



5-8 yearsAcquired technology














199



199



3 yearsNoncompete agreements


200











224



424



2-3 yearsGoodwill


8,564



9,926



8,104



25,244



51,838



Indefinite$
17,597


$
15,976


$
9,759


$
37,994


$
81,326   Acquisitions
    in Fiscal Year 2009
   69




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    CardRatings


Other


TotalCash

$
10,372


$
19,106


$
29,478Fair value of debt (net of imputed interest)


4,278



3,873



8,151Acquisition related costs


20



134



154$
14,670


$
23,113


$
37,783     EstimatedCardRatings


Other


Total


Useful LifeTangible assets acquired

$
834


$



$
834Liabilities assumed


(206
)


(22
)


(228
)Customer/publisher/advertiser relationships


2,325



1,952



4,277



1-7 yearsContent


140



2,538



2,678



1-6 yearsWebsite/trade/domain names


776



2,418



3,194



5 yearsAcquired technology






392



392



3 yearsNoncompete agreements


124



236



360



2-3 yearsGoodwill


10,677



15,599



26,276



Indefinite$
14,670


$
23,113


$
37,783   Pro
    Forma Financial Information (unaudited)
    Fiscal Year Ended June 30,2011


2010Net revenue

$
404,777


$
348,793Net income


27,981



13,804Basic net income per share

$
0.61


$
0.23Diluted net income per share

$
0.57


$
0.23  70




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  7.
    Intangibles
    Assets, Net and Goodwill    June 30, 2011


June 30, 2010Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingAmount


Amortization


Amount


Amount


Amortization


AmountCustomer/publisher/advertiser relationships

$
29,269


$
(16,892
)

$
12,377


$
26,656


$
(11,455
)

$
15,201Content


56,663



(25,142
)


31,521



34,969



(16,454
)


18,515Website/trade/domain names


23,533



(8,569
)


14,964



15,701



(5,198
)


10,503Acquired technology and others


20,190



(13,205
)


6,985



11,477



(8,540
)


2,937$
129,655


$
(63,808
)

$
65,847


$
88,803


$
(41,647
)

$
47,156       Year Ending June 30,2012

$
20,9212013


15,3352014


10,6432015


6,7362016


4,745Thereafter


7,467$
65,847     DMS


DSS


TotalBalance at June 30, 2009

$
105,513


$
1,231


$
106,744Additions


51,838







51,838Balance at June 30, 2010

$
157,351


$
1,231


$
158,582Additions


53,274







53,274Balance at June 30, 2011

$
210,625


$
1,231


$
211,856    71




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  8.
    Income
    Taxes    Fiscal Year Ended June 30,2011


2010


2009US

$
44,270


$
35,987


$
30,806Foreign


831



873



377$
45,101


$
36,860


$
31,183     Fiscal Year Ended June 30,2011


2010


2009CurrentFederal

$
18,581


$
17,555


$
14,018State


2,741



5,827



3,808Foreign


186



(88
)


16421,508



23,294



17,990DeferredFederal

$
(3,260
)

$
(6,005
)

$
(4,109
)State


(324
)


(981
)


94Foreign


(37
)


(32
)


(66
)(3,621
)


(7,018
)


(4,081
)$
17,887


$
16,276


$
13,909     Fiscal Year Ended June 30,2011


2010


2009Federal tax rate


35.0
%


35.0
%


35.0
%States taxes, net of federal benefit


3.2
%


8.1
%


8.2
%Stock-based compensation expense


2.8
%


4.4
%


2.8
%Other


(1.3
)%


(3.3
)%


(1.4
)%Effective income tax rate


39.7
%


44.2
%


44.6
%  72




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Fiscal Year Ended June 30,2011


2010Current:Reserves and accruals

$
6,424


$
4,780Stock options


1,954



1,545Deferred revenue


959



190Other


916



1,884Net operating loss






129Total current deferred tax assets

$
10,253


$
8,528NoncurrentStock options

$
5,861


$
4,634Intangible assets


1,156



(462
)Net operating loss






169Fixed assets


(1,161
)


(211
)Foreign


10



11Total noncurrent deferred tax assets


5,866



4,141Valuation allowance






(169
)Noncurrent deferred tax assets, net

$
5,866


$
3,972Total deferred tax assets, net

$
16,119


$
12,500        73




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    Fiscal Year2011


2010


2009Balance at the beginning of the year

$
2,014


$
2,617


$
2,248Gross increases  current period tax positions


493



219



868Gross decreases  current period tax positions










(293
)Reductions as a result of lapsed statute of limitations


(195
)


(99
)


(206
)Gross decreases  settlements with tax authorities






(723
)


Balance at the end of the year

$
2,312


$
2,014


$
2,617       non-U.S.,
  9.
    Debt  Promissory
    Notes
    Credit
    Facility
       74




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
               75




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  Debt
    Maturities
    Promissory


CreditYear Ending June 30,

Notes


Facility2012

$
3,597


$
7,0002013


4,958



12,6882014


1,802



77,0532015


560



2016


50



10,967



96,741Less: imputed interest and unamortized discounts


(422
)


(1,238
)Less: current portion


(3,526
)


(6,512
)Noncurrent portion of debt

$
7,019


$
88,991   Letters
    of Credit
    10.
    Commitments
    and Contingencies  Leases
      OperatingYear Ending June 30,

Leases2012

$
1,8812013


2,9342014


3,0362015


2,8992016


2,837Thereafter


5,875$
19,462  76




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
      Guarantor
    Arrangements
          Litigation
  party-in-interest.
 77




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
      11.
    Stock
    Benefit Plans  Stock-Based
    Compensation
    Stock
    Incentive Plans
         78




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
          Valuation
    Assumptions
      Fiscal Year Ended June 30,2011


2010


2009Expected term (in years)


4.6



4.6



4.6Expected volatility


54
%


67
%


62
%Expected dividend yield


0.0
%


0.0
%


0.0
%Risk-free interest rate


1.7
%


2.4
%


2.8
%Grant date fair value

$
7.81


$
9.42


$
5.28      79




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  Stock
    Option Award Activity
    WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual Life


IntrinsicShares


Price


(in Years)


ValueOutstanding at June 30, 2010


11,796,062


$
9.79Granted


691,600



16.93Exercised


(2,317,730
)


7.32Forfeited


(790,986
)


12.04Expired


(30,411
)


14.71Outstanding at June 30, 2011


9,348,535


$
10.73



4.51


$
31,568Vested and
    expected-to-vest
    at June 30, 2011(1)


8,731,144


$
10.58



4.46


$
30,270Vested and exercisable at June 30, 2011


6,541,612


$
9.51



4.16


$
26,357     (1)
    
    The
    expected-to-vest
    options are the result of applying the pre-vesting forfeiture
    assumption to total outstanding options.    Fiscal Year Ended June 30,2011


2010


2009Intrinsic value

$
25,795


$
8,001


$
1,365Cash received


16,967



1,640



304Tax benefit


9,612



2,129



544     Restricted
    Stock Unit Activity
    WeightedWeighted


AverageAverage


Remaining


AggregateGrant Date


Contractual Life


IntrinsicShares


Fair Value


(in Years)


ValueOutstanding at June 30, 2010





$
Granted


453,620



14.33Vested






Forfeited


(48,860
)


14.63Outstanding at June 30, 2011


404,760


$
14.29



2.13


$
5,254  80




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
    12.
    Stockholders
    Equity  Initial
    Public Offering of Common Stock
  one-for-one
  Stock
    Repurchases
    13.
    Related
    Party Transactions      brother-in-law
  14.
    Segment
    Information   81




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
          Fiscal Year Ended June 30,2011


2010


2009Net revenue by segment:DMS

$
401,703


$
333,090


$
257,420DSS


1,318



1,745



3,107Total net revenue


403,021



334,835



260,527Segment operating income before depreciation, amortization, and
    stock-based compensation expense:DMS


89,590



70,423



55,251DSS


721



956



1,621Total segment operating income before depreciation,
    amortization, and stock-based compensation expense


90,311



71,379



56,872Depreciation and amortization


(27,272
)


(18,791
)


(15,978
)Stock-based compensation expense


(13,950
)


(13,371
)


(6,173
)Total operating income

$
49,089


$
39,217


$
34,721     Fiscal Year Ended June 30,2011


2010


2009Net revenue:United States

$
401,673


$
334,131


$
259,965International


1,348



704



562Total net revenue

$
403,021


$
334,835


$
260,527June 30


June 30,2011


2010Long-lived assets:United States

$
8,641


$
5,193International


234



226Total long-lived assets

$
8,875


$
5,419  82




---



##### Table of Contents



QUINSTREET,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In
    thousands, except share and per share data)
  15.
    Subsequent
    Events  Acquisition
    of NarrowCast Group, LLC (IT Business Edge or
    ITBE)
  business-to-business
   83




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
            Form 10-K.
 84




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
  Rule 13a-15(d) 15d-15(d)
  Item 9B.
    Other
    Information   PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance    Regulation S-K
    Code of
    Ethics
  http://investor.quinstreet.com.
  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   85




---



##### 



Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Form 10-K:
     
 PageReport of Independent Registered Public
    Accounting Firm

52Consolidated Balance Sheets

53Consolidated Statements of Operations

54Consolidated Statements of Convertible Preferred
    Stock, Stockholders Equity and Comprehensive Income

55Consolidated Statements of Cash Flows

56Notes to Consolidated Financial Statements

57        Schedule II:
    Valuation and Qualifying Accounts
    Charged toBalance at the


Expenses/


Write-offs


Balance atBeginning of


Against the


Net of


the End ofthe Year


Revenue


Receivables


the YearFiscal year 2009

$
2,161


$
1,463


$
(115
)

$
3,509Fiscal year 2010

$
3,509


$
263


$
(1,014
)

$
2,758Fiscal year 2011

$
2,758


$
1,156


$
(1,191
)

$
2,723         ExhibitNo.

Description of Exhibit2
.1(11)

Stock Purchase Agreement, dated November 5, 2010, by and
    among QuinStreet, Inc., Car Insurance.com, Inc., Car Insurance
    Agency, Inc., Car Insurance Holdings, Inc., CarInsurance.com,
    Inc., Lloyd Register IV, Lloyd Register III, David Fitzgerald,
    Timothy Register, Randy Horowitz and Erick Pace.3
.1(6)

Amended and Restated Certificate of Incorporation.3
.2(7)

Amended and Restated Bylaws. 86




---



##### Table of Contents



ExhibitNo.

Description of Exhibit4
.1(3)

Form of QuinStreet, Inc.s Common Stock Certificate.4
.2(1)

Second Amended and Restated Investor Rights Agreement, by and
    between QuinStreet, Inc., Douglas Valenti and the investors
    listed on Schedule 1 thereto, dated May 28, 2003.10
.1(1)+

QuinStreet, Inc. 2008 Equity Incentive Plan.10
.2(1)+

Forms of Option Agreement and Option Grant Notice under 2008
    Equity Incentive Plan (for
    non-executive
    officer employees).10
.3(1)+

Forms of Option Agreement and Option Grant Notice under 2008
    Equity Incentive Plan (for executive officers).10
.4(1)+

Forms of Option Agreement and Option Grant Notice under 2008
    Equity Incentive Plan (for
    non-employee
    directors).10
.5(2)+

QuinStreet, Inc. 2010 Equity Incentive Plan.10
.6(2)+

Forms of Option Agreement and Option Grant Notice under 2010
    Equity Incentive Plan
    (for non-executive
    officer employees).10
.7(2)+

Forms of Option Agreement and Option Grant Notice under 2010
    Equity Incentive Plan (for executive officers).10
.8(2)+

QuinStreet, Inc. 2010 Non-Employee Directors Stock Award
    Plan.10
.9(2)+

Form of Option Agreement and Option Grant Notice for Initial
    Grants under the 2010 Non-Employee Directors Stock Award
    Plan.10
.10(2)+

Form of Option Agreement and Option Grant Notice for Annual
    Grants under the 2010
    Non-Employee
    Directors Stock Award Plan.10
.11*+

Form of Incremental Bonus Plan.10
.12(3)+

Annual Incentive Plan.10
.13(3)

Amended and Restated Revolving Credit and Term Loan Agreement,
    by and among QuinStreet, Inc., the lenders thereto and Comerica
    Bank as Administrative Agent, dated as of January 14, 2010.10
.13.1(8)

New Lender Addendum by U.S. Bank National Association, dated
    February 2, 2011, to the Amended and Restated Revolving
    Credit and Term Loan Agreement dated January 14, 2011.10
.13.2(9)

New Lender Addendum by Bank of the West, dated February 2,
    2011, to the Amended and Restated Revolving Credit and Term Loan
    Agreement dated January 14, 201110
.13.3(10)

Revised Schedule 1.2, dated February 2, 2011, to the
    Amended and Restated Revolving Credit and Term Loan Agreement
    dated January 14, 2011.10
.14(3)

Security Agreement, by and among QuinStreet, Inc., certain
    subsidiaries of QuinStreet, Inc. and Comerica Bank as
    Administrative Agent, dated as of September 29, 2008.10
.15(3)#

QuinStreet Merchant Agreement, dated as of October 3, 2001,
    by and between QuinStreet, Inc. and DeVry, Inc.10
.16(3)#

Letter Agreement, dated as of December 2, 2003, by and
    between QuinStreet, Inc. and DeVry, Inc.10
.17(3)#

Letter Agreement by and between QuinStreet, Inc. and DeVry, Inc.10
.18(3)#

Letter Agreement, dated as of October 5, 2007, by and
    between QuinStreet, Inc. and DeVry, Inc.10
.19(4)+

Form of Indemnification Agreement made by and between
    QuinStreet, Inc. and each of its directors and executive
    officers.10
.20(5)

Office Lease Metro Center, dated as of February 24, 2010,
    between the registrant and CA-Metro Center Limited Partnership.21
.1*

List of subsidiaries.23
.1*

Consent of Independent Registered Public Accounting Firm.24
.1*

Power of Attorney (incorporated by reference to the signature
    page of this Annual Report on
    Form 10-K).31
.1*

Certification of the Chief Executive Officer of QuinStreet, Inc.
    pursuant to Section 302 of the Sarbanes-Oxley Act. 87




---



##### Table of Contents



ExhibitNo.

Description of Exhibit31
.2*

Certification of the Chief Financial Officer of QuinStreet, Inc.
    pursuant to Section 302 of the Sarbanes-Oxley Act.32
.1**

Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.     *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Indicates management contract or compensatory plan.#
    
    Confidential treatment has been granted for certain information
    contained in this document. Such information has been omitted
    and filed separately with the Securities and Exchange Commission.(1)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Registration Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on November 19, 2009.(2)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Amendment No. 1 to Registration
    Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on December 22, 2009.(3)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Amendment No. 2 to Registration
    Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on January 14, 2010.(4)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Amendment No. 3 to Registration
    Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on January 26, 2010.(5)
    
    Incorporated by reference to Exhibit 10.1 to QuinStreet,
    Inc.s quarterly report on
    Form 10-Q
    (SEC File
    No. 001-34628)
    filed on May 12, 2010.(6)
    
    Incorporated by reference to Exhibit 3.2 to QuinStreet,
    Inc.s Amendment No. 1 to Registration Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on December 22, 2009.(7)
    
    Incorporated by reference to Exhibit 3.4 to QuinStreet,
    Inc.s Amendment No. 1 to Registration Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on December 22, 2009.(8)
    
    Incorporated by reference to Exhibit 10.1 to QuinStreet,
    Inc.s Current Report on
    Form 8-K
    (SEC File
    No. 001-34628)
    filed on February 2, 2011.(9)
    
    Incorporated by reference to Exhibit 10.2 to QuinStreet,
    Inc.s Current Report on
    Form 8-K
    (SEC File
    No. 001-34628)
    filed on February 2, 2011.(10)
    
    Incorporated by reference to Exhibit 10.3 to QuinStreet,
    Inc.s Current Report on
    Form 8-K
    (SEC File
    No. 001-34628)
    filed on February 2, 2011.(11)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Current Report on
    Form 8-K
    (SEC File No.
    001-34628)
    filed on November 8, 2011. 88




---



##### Table of Contents



SIGNATURES      By:
    /s/  Douglas
    Valenti     KNOW ALL PERSONS BY THESE PRESENTS Form 10-K
    Signature

Title

Date/s/  Douglas
    ValentiDouglas
    Valenti

Chairman of the Board and Chief Executive Officer (Principal
    Executive Officer)

August 29, 2011/s/  Kenneth
    HahnKenneth
    Hahn

Chief Financial Officer (Principal Financial Officer and
    Principal Accounting Officer)

August 29, 2011/s/  Bronwyn
    SyiekBronwyn
    Syiek

President, Chief Operating Officer and Director

August 29, 2011/s/  William
    BradleyWilliam
    Bradley

Director

August 29, 2011/s/  John
    G. McDonaldJohn
    G. McDonald

Director

August 29, 2011/s/  Gregory
    SandsGregory
    Sands

Director

August 29, 2011/s/  James
    SimonsJames
    Simons

Director

August 29, 2011/s/  Glenn
    SolomonGlenn
    Solomon

Director

August 29, 2011/s/  Dana
    StalderDana
    Stalder

Director

August 29, 2011  89




---



##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNo.

Description of Exhibit2
.1(11)

Stock Purchase Agreement, dated November 5, 2010, by and
    among QuinStreet, Inc., Car Insurance.com, Inc., Car Insurance
    Agency, Inc., Car Insurance Holdings, Inc., CarInsurance.com,
    Inc., Lloyd Register IV, Lloyd Register III, David Fitzgerald,
    Timothy Register, Randy Horowitz and Erick Pace.3
.1(6)

Amended and Restated Certificate of Incorporation.3
.2(7)

Amended and Restated Bylaws.4
.1(3)

Form of QuinStreet, Inc.s Common Stock Certificate.4
.2(1)

Second Amended and Restated Investor Rights Agreement, by and
    between QuinStreet, Inc., Douglas Valenti and the investors
    listed on Schedule 1 thereto, dated May 28, 2003.10
.1(1)+

QuinStreet, Inc. 2008 Equity Incentive Plan.10
.2(1)+

Forms of Option Agreement and Option Grant Notice under 2008
    Equity Incentive Plan (for
    non-executive
    officer employees).10
.3(1)+

Forms of Option Agreement and Option Grant Notice under 2008
    Equity Incentive Plan (for executive officers).10
.4(1)+

Forms of Option Agreement and Option Grant Notice under 2008
    Equity Incentive Plan (for
    non-employee
    directors).10
.5(2)+

QuinStreet, Inc. 2010 Equity Incentive Plan.10
.6(2)+

Forms of Option Agreement and Option Grant Notice under 2010
    Equity Incentive Plan
    (for non-executive
    officer employees).10
.7(2)+

Forms of Option Agreement and Option Grant Notice under 2010
    Equity Incentive Plan (for executive officers).10
.8(2)+

QuinStreet, Inc. 2010 Non-Employee Directors Stock Award
    Plan.10
.9(2)+

Form of Option Agreement and Option Grant Notice for Initial
    Grants under the 2010 Non-Employee Directors Stock Award
    Plan.10
.10(2)+

Form of Option Agreement and Option Grant Notice for Annual
    Grants under the 2010
    Non-Employee
    Directors Stock Award Plan.10
.11*+

Form of Incremental Bonus Plan.10
.12(3)+

Annual Incentive Plan.10
.13(3)

Amended and Restated Revolving Credit and Term Loan Agreement,
    by and among QuinStreet, Inc., the lenders thereto and Comerica
    Bank as Administrative Agent, dated as of January 14, 2010.10
.13.1(8)

New Lender Addendum by U.S. Bank National Association, dated
    February 2, 2011, to the Amended and Restated Revolving
    Credit and Term Loan Agreement dated January 14, 2011.10
.13.2(9)

New Lender Addendum by Bank of the West, dated February 2,
    2011, to the Amended and Restated Revolving Credit and Term Loan
    Agreement dated January 14, 201110
.13.3(10)

Revised Schedule 1.2, dated February 2, 2011, to the
    Amended and Restated Revolving Credit and Term Loan Agreement
    dated January 14, 2011.10
.14(3)

Security Agreement, by and among QuinStreet, Inc., certain
    subsidiaries of QuinStreet, Inc. and Comerica Bank as
    Administrative Agent, dated as of September 29, 2008.10
.15(3)#

QuinStreet Merchant Agreement, dated as of October 3, 2001,
    by and between QuinStreet, Inc. and DeVry, Inc.10
.16(3)#

Letter Agreement, dated as of December 2, 2003, by and
    between QuinStreet, Inc. and DeVry, Inc.10
.17(3)#

Letter Agreement by and between QuinStreet, Inc. and DeVry, Inc.10
.18(3)#

Letter Agreement, dated as of October 5, 2007, by and
    between QuinStreet, Inc. and DeVry, Inc.10
.19(4)+

Form of Indemnification Agreement made by and between
    QuinStreet, Inc. and each of its directors and executive
    officers.10
.20(5)

Office Lease Metro Center, dated as of February 24, 2010,
    between the registrant and CA-Metro Center Limited Partnership. 90




---



##### Table of Contents



ExhibitNo.

Description of Exhibit21
.1*

List of subsidiaries.23
.1*

Consent of Independent Registered Public Accounting Firm.24
.1*

Power of Attorney (incorporated by reference to the signature
    page of this Annual Report on
    Form 10-K).31
.1*

Certification of the Chief Executive Officer of QuinStreet, Inc.
    pursuant to Section 302 of the Sarbanes-Oxley Act.31
.2*

Certification of the Chief Financial Officer of QuinStreet, Inc.
    pursuant to Section 302 of the Sarbanes-Oxley Act.32
.1**

Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.     *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Indicates management contract or compensatory plan.#
    
    Confidential treatment has been granted for certain information
    contained in this document. Such information has been omitted
    and filed separately with the Securities and Exchange Commission.(1)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Registration Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on November 19, 2009.(2)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Amendment No. 1 to Registration
    Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on December 22, 2009.(3)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Amendment No. 2 to Registration
    Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on January 14, 2010.(4)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Amendment No. 3 to Registration
    Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on January 26, 2010.(5)
    
    Incorporated by reference to Exhibit 10.1 to QuinStreet,
    Inc.s quarterly report on
    Form 10-Q
    (SEC File
    No. 001-34628)
    filed on May 12, 2010.(6)
    
    Incorporated by reference to Exhibit 3.2 to QuinStreet,
    Inc.s Amendment No. 1 to Registration Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on December 22, 2009.(7)
    
    Incorporated by reference to Exhibit 3.4 to QuinStreet,
    Inc.s Amendment No. 1 to Registration Statement on
    Form S-1
    (SEC File
    No. 333-163228)
    filed on December 22, 2009.(8)
    
    Incorporated by reference to Exhibit 10.1 to QuinStreet,
    Inc.s Current Report on
    Form 8-K
    (SEC File
    No. 001-34628)
    filed on February 2, 2011.(9)
    
    Incorporated by reference to Exhibit 10.2 to QuinStreet,
    Inc.s Current Report on
    Form 8-K
    (SEC File
    No. 001-34628)
    filed on February 2, 2011.(10)
    
    Incorporated by reference to Exhibit 10.3 to QuinStreet,
    Inc.s Current Report on
    Form 8-K
    (SEC File
    No. 001-34628)
    filed on February 2, 2011.(11)
    
    Incorporated by reference to the same numbered exhibit to
    QuinStreet, Inc.s Current Report on
    Form 8-K
    (SEC File No.
    001-34628)
    filed on November 8, 2011. 91