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

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FORM 10-K

|(Mark One)                                                       |                                                                                         
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the Year Ended December 31, 2007                            
|or                                                              
|o                                                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                to

Commission file number 000-30135

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

|Delaware(State or Other Jurisdiction of
Incorporation or Organization)                                                             |  | 77-0495335(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|30699 RUSSELL RANCH ROAD, SUITE 250
WESTLAKE VILLAGE, CALIFORNIA 91362(Address of principal executive offices, including zip code)
|Registrant's Telephone Number, Including Area Code: (818) 575-4500                                                                
|Securities registered pursuant to Section 12(b) of the Act:                                                                       

|
|

Title of each class

Name of each exchange on which registeredCommon Stock, $0.001 par value

NASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý    No o

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

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

|Large accelerated filer ý |  | Accelerated filer o |  | Non-accelerated filer o |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | ----------------------- |  | ---------------------------

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

As of June 29, 2007, which was the last business day of the registrant's most recently completed second fiscal quarter, the approximate aggregate market
value of voting stock held by non-affiliates of the registrant was $2,943,025,424 (based upon the closing price for shares of the registrant's Common Stock as reported by the NASDAQ
Global Select Market as of that date). As of February 21, 2008, there were 97,946,622 shares of the registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the 2008 Annual Meeting of the Stockholders (the "Proxy Statement"), to be filed within 120 days of the end
of the fiscal year ended December 31, 2007, are incorporated by reference in Part III hereof.



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VALUECLICK, INC.  ANNUAL REPORT ON FORM 10-K  TABLE OF CONTENTS

|         |          |                                                     |                                                                                                                  | Page
|-------- | -------- | --------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ----
|PART I   |          | 1                                                  
|         | ITEM 1.  |                                                     | BUSINESS                                                                                                         |     
|         | ITEM 1A. |                                                     | RISK FACTORS                                                                                                     |     
|         | ITEM 1B. |                                                     | UNRESOLVED STAFF COMMENTS                                                                                        |     
|         | ITEM 2.  |                                                     | PROPERTIES                                                                                                       |     
|         | ITEM 3.  |                                                     | LEGAL PROCEEDINGS                                                                                                |     
|         | ITEM 4.  |                                                     | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                              |     
|PART II  |          | 27                                                 
|         | ITEM 5.  |                                                     | MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |     
|         | ITEM 6.  |                                                     | SELECTED FINANCIAL DATA                                                                                          |     
|         | ITEM 7.  |                                                     | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                            |     
|         | ITEM 7A. |                                                     | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                       |     
|         | ITEM 8.  |                                                     | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                      |     
|         | ITEM 9.  |                                                     | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                             |     
|         | ITEM 9A. |                                                     | CONTROLS AND PROCEDURES                                                                                          |     
|         | ITEM 9B. |                                                     | OTHER INFORMATION                                                                                                |     
|PART III |          | 55                                                 
|         | ITEM 10. |                                                     | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                               |     
|         | ITEM 11. |                                                     | EXECUTIVE COMPENSATION                                                                                           |     
|         | ITEM 12. |                                                     | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                   |     
|         | ITEM 13. |                                                     | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                        |     
|         | ITEM 14. |                                                     | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                           |     
|PART IV  |          | 57                                                 
|         | ITEM 15. |                                                     | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                       |     
|         |          | SIGNATURES                                          |                                                                                                                  |     
|         |          | CERTIFICATION OF CEOSarbanes-Oxley Act Section 302 |                                                                                                                  |     
|         |          | CERTIFICATION OF CFOSarbanes-Oxley Act Section 302 |                                                                                                                  |     
|         |          | CERTIFICATION OF CEOSarbanes-Oxley Act Section 906 |                                                                                                                  |     
|         |          | CERTIFICATION OF CFOSarbanes-Oxley Act Section 906 |                                                                                                                  |     

This annual report on Form 10-K ("Report"), including information incorporated herein by reference, contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to expectations concerning
matters that are not historical facts. Words such as "projects," "believes," "anticipates," "will," "estimate," "plans," "expects," "intends," and similar words and expressions are intended to
identify forward-looking statements. Although we believe that such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Important language
regarding factors which could cause actual results to differ materially from such expectations are disclosed in this Report,
including without limitation under the caption "Risk Factors" beginning on page 11 of this Report and in the other documents we file, from time to time, with the Securities and Exchange
Commission, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. All forward-looking
statements attributable to ValueClick, Inc. are expressly qualified in their entirety by such language. We undertake no obligation to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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PART I.

ITEM 1.    BUSINESS

OVERVIEW

ValueClick is one of the world's largest and most comprehensive online marketing services companies. We sell targeted and measurable online advertising campaigns
and programs for advertisers and advertising agency customers, generating qualified customer leads, online sales and increased brand recognition on their behalf with large numbers of online consumers.

Our
customers are primarily direct marketers, brand advertisers and the advertising agencies that service these groups. The proposition we offer our customers includes: one of the
industry's broadest online marketing services portfoliosincluding performance-based campaigns and programs where marketers only pay for advertising when it generates a customer lead or
product sale; our ability to target campaigns to reach the online consumers our customers are most interested in; and, the scale at which we can deliver results for online advertising campaigns.
Additionally, our networks of online publishers provide advertisers with a cost-effective and complementary source of online consumers relative to online portals and other large website
publishers. Through this approach we have become an industry leader in generating qualified customer leads and online sales for advertisers.

We
generate the audiences for our advertisers' campaigns primarily through networks of third-party websites and other online publisher partners. We aggregate our publisher partners'
online advertising inventory into networks, optimize these networks for specific marketing goals, and deliver the campaigns across the appropriate networks' advertising inventory. We are one of the
industry's largest online network providers, with: industry expertise and proprietary technology platforms for online advertising inventory aggregation; campaign targeting and optimization, delivery,
measurement, and reporting; and, payment settlement and delivery services.

Our
publisher partners enjoy efficient and effective monetization of their online advertising inventory through representation by our direct sales teams in major U.S. and European media
markets, participation in large-scale advertiser and advertising agency campaigns they may not have access to on their own, enhanced monetization through our proprietary campaign optimization
technology, and settlement services to facilitate payments to publishers for the online inventory utilized by the advertisers. As we do not primarily own and operate websites that compete directly
with our publisher partners for online consumers, we act as a trusted partner in helping online publishers monetize their online audience and advertising inventory.

We
believe that the effectiveness of our online marketing services is dependent on the quality of our networks and our publisher partner relationships. As such, we have established
stringent quality standards that include publisher rejection from our networks due to inappropriate content, illegal activity and fraudulent clicking activity, among other criteria. We enforce these
quality standards using a combination of manual and automated auditing processes that continually monitor and review both website content and adherence to advertiser campaign specifications.

We
derive our revenue from four business segments. These business segments are presented on a worldwide basis and include Media, Affiliate Marketing, Comparison Shopping, and Technology,
which are described in more detail below. For information regarding the operating performance and total assets of these segments, see Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and note 14 "Segments and Geographic Information" to the December 31, 2007 consolidated financial statements included herein.

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MEDIA SEGMENT

ValueClick's Media segment provides a comprehensive suite of online marketing services and tailored programs that help marketers create and increase awareness for
their products and brands, attract visitors and generate leads and sales through the Internet. Our Media segment has grown both organically and through the acquisition of complementary businesses such
as HiSpeed Media,
completed in December 2003, Webclients and E-Babylon, both completed in June 2005, and Fastclick, completed in September 2005. Our strategic expansion and subsequent integration within the
Media segment has increased our presence in interactive marketing with powerful offerings to advertiser and advertising agency customers in the following product categories:



We provide advertisers and advertising agencies with access to one of the largest and most reputable online advertising networks in the industry. With a single
buy, these marketers can reach targeted online users on a large scale, using a variety of online display ad units across our entire network of publishers, any of 21 standard channels of online content
within the network, customized content channels, or a select number of websites where we are authorized to sell inventory on a single-site basis. Through our acquisition of Fastclick in
September 2005, we are now one of the largest online display advertising network operators in the industry, where we partner with third-party website publishers and apply our proprietary technology
platform and industry expertise to deliver our advertiser customers' display ad campaigns to the appropriate pages of our publisher partners' websites.

With
16,000 active online publisher relationships in the U.S. and 21,000 worldwide, our display advertising network reached 134 million unique Internet users in the U.S. in
December 2007 according to published industry data.

We
deliver a variety of display ad units to the Web pages of our online display advertising network publisher partners and track them to evaluate success against the goals of the
advertising programs. With traditional banner ads, interstitials, text links, and other online ad units, we attempt to maximize the impact of marketing campaigns by using the most effective placement
for each type of campaign. We also execute a wide variety of rich media applications, including video ads, providing even greater visual and auditory impact for a marketer's online display advertising
campaigns.

We
began as a performance-based marketing network and we continue to offer multiple pricing models designed around maximizing our customers' return on investment. Our display advertising
placements are offered on several pricing models including: cost-per-thousand-impression ("CPM"), whereby our customers pay based on the number of times the target audience is
exposed to the advertisement; cost-per-click ("CPC"), whereby payment is triggered only when an interested individual clicks on our customer's advertisement; and
cost-per-action ("CPA"); whereby payment is triggered only when a specific, pre-defined action is performed by an online consumer. As discussed in "Lead Generation
Marketing" below, we also sell display ads on a cost-per-lead ("CPL") basis.

The
benefits that our advertiser and advertising agency customers enjoy in display and other Web advertising include, but are not limited to: flexible pricing models; the ability to
target and reach significant numbers of online consumers in a way that complements media buys on portals and other large websites; the ability to have a single source for negotiation of other online
media buys; and the ability to improve online advertising campaigns in a variety of ways while the campaigns are still running, by optimizing at site, placement and creative levels, based on both
response and conversion experience.

Publishers
in our display advertising network enjoy efficient and effective monetization of their online advertising inventory, including: representation by our direct sales teams in
major U.S. and European media markets; participation in large-scale advertiser and advertising agency campaigns they

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may
not be able to access on their own; enhanced monetization through our campaign optimization technology; and, settlement services to facilitate payments to publishers for the inventory utilized by
the advertisers. Through our proprietary publisher interface, publishers can control their participation in campaigns as well as their minimum acceptable level of revenue on an
effective-CPM basis.



Our lead generation capabilities have been developed organically and through acquisitions, including the acquisitions of HiSpeed Media in December 2003 and
Webclients in June 2005. We believe we are one of the largest providers of lead generation marketing services.

In
our lead generation marketing services, through our proprietary technology platforms, we manage online campaigns that generate qualified customer inquiries for an advertiser's product
or service. An online consumer generates a qualified customer inquiry when he or she responds to the advertiser's offer by providing some personal information (such as their email address, phone
number and/or mailing address) and requesting to be contacted by the advertiser. Lead generation advertiser customers only pay us when an online consumer signs up for an advertiser offer or opts in to
being contacted by the advertiser.

We
utilize a number of methods to distribute advertiser lead generation offers, including:





Our email marketing services allow advertisers to target qualified prospective customers on a large scale with opt-in email lists from our proprietary
database of names and from a select group of email list partners who meet our stringent criteria for data integrity, as well as those who comply with all aspects of U.S. federal email legislation.
Through our relationships with quality business and consumer opt-in email list owners and managers, email marketing customers can target audiences within specific selection criteria.



We sell a limited number of consumer products directly to end-user customers through a small number of Company-owned e-commerce websites.
We entered this business through the acquisition of HiSpeed Media in 2003, and added to our e-commerce capabilities with the acquisition of E-Babylon in June 2005.

AFFILIATE MARKETING SEGMENT

Through the combination of: a large-scale pay-for-performance model built on our proprietary technology platforms; marketing expertise;
and a large, quality advertising network, our Affiliate Marketing business enables advertisers to develop their own fully-commissioned online sales force

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comprised
of third-party affiliate publishers. We believe we are the largest provider of affiliate marketing services.

In
affiliate marketing, a publisher joins an advertiser's affiliate marketing program and agrees to distribute the advertiser's offers in exchange for commissions on leads or sales
generated. The publisher places the advertiser's display ads or text links on their website, in email campaigns, or in search listings, and receives a commission from the advertiser only when a
visitor takes an agreed-upon action, such as filling out a form or making a purchase on the advertiser's website.

Our
Affiliate Marketing segment services, outlined below, are offered through our wholly-owned subsidiaries Commission Junction, acquired in December 2003 and Search123.com, acquired in
May 2003. Our affiliate marketing advertising network is offered under the Commission Junction brand name. Our affiliate marketing search services, including search engine marketing ("SEM") and search
syndication, are offered under the Commission Junction and Search123 brand names, respectively.

Our
Affiliate Marketing services are offered on a hosted basis to enable marketers to execute their own affiliate marketing programs without the expense of building and maintaining their
own in-house technical infrastructure and resources.



To facilitate our advertiser customers' recruitment of affiliate publishers, we manage CJ Marketplace, an advertising network dedicated to our affiliate marketing
business. Advertisers upload their offers onto CJ Marketplace, making them available for placement by affiliates. Affiliates apply to join the advertiser's program, and upon acceptance, select and
place the advertiser's offers on their websites, in email campaigns, or in search listings. These links are served and tracked by Commission Junction. When a visitor clicks on one of the affiliate's
links and then makes an online purchase or completes an
agreed-upon action on the advertiser's website, that transaction is tracked and recorded by Commission Junction.

CJ
Marketplace provides an open environment whereby affiliates can quickly view payment and conversion statistics to assess the effectiveness of every advertiser relationship and
advertisement, and advertisers can quickly gauge the quality and potential of every affiliate relationship in the marketplace, allowing them to maximize the performance and scale of their online
advertising campaigns.

Affiliate
Marketing revenues are principally driven by variable compensation that is based on either a percentage of commissions paid to affiliates or on a percentage of transaction
revenue generated from the programs managed with our affiliate marketing platforms.

In
addition to the transaction-related revenue streams, we also receive monthly service fees from our advertiser customers who elect to utilize our Program Management service offerings.
With these services, we assume full responsibility for all aspects of managing the advertiser's program including planning, affiliate recruitment, program review and management, and program
administration.



Search marketing allows advertisers to find prospective customers who are actively engaged in researching and buying products and services online. Our CJ Search
product provides a fully-managed, comprehensive SEM solution by combining proprietary technology and expert services to optimize keyword campaigns across major search and shopping engines, and is
specifically designed to complement our advertisers' affiliate marketing efforts. We use our technology and processes to create, manage and optimize pay-per-click, paid
inclusion and organic search campaigns for our advertiser customers. SEM revenues are driven primarily by a percentage of the revenue we generate for our advertiser customers.

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In
addition to our CJ Search product, Search123 is ValueClick's self-service paid search offering that generates its traffic primarily through syndication relationships with
other search engines, Web portals and content websites. Search syndication revenues are driven primarily on a CPC basis.

COMPARISON SHOPPING SEGMENT

Our online Comparison Shopping services enable consumers to research and compare products from among thousands of online and/or offline merchants using our
proprietary technologies. We gather product and merchant data and organize it into comprehensive catalogs on our destination websites, along with relevant consumer and professional reviews and other
relevant information. Our services are free for consumers, and our customers primarily pay us on a CPC basis for traffic delivered to the customers' websites from listings on our websites.

Our
Comparison Shopping segment services are offered through our wholly-owned subsidiaries Pricerunner, acquired in August 2004, Shopping.net, acquired in December 2006, and MeziMedia,
acquired in July 2007. Pricerunner operates comparison shopping destination websites in the United Kingdom, Sweden, the United States, Germany, France, Denmark, and Austria. Shopping.net operates in
the United Kingdom and MeziMedia operates its comparison shopping destination websites primarily in the United States under the Smarter.com, Shopica.com and Couponmountain.com brand names.

TECHNOLOGY SEGMENT

Our Technology segment provides advertisers, advertising agencies, website publishers, and other companies with the tools they need to effectively manage both
their business operations and marketing programs. Our technology products and services are offered through our wholly-owned subsidiaries Mediaplex, Inc. and Mediaplex Systems, Inc., both
acquired in October 2001.



Our Mediaplex subsidiary is an application services provider ("ASP") offering technology infrastructure tools and services that enable advertisers and advertising
agencies to implement and manage their own online display advertising and email campaigns, and that assist online publishers with management of their website inventory. Our Mediaplex products are
based on our proprietary MOJO® technology platform, which has the ability, among other attributes, to automatically configure advertisements in response to real-time
information from an advertiser's enterprise data system and to provide ongoing campaign optimization. Mediaplex's products are priced primarily on a CPM or email-delivered basis.



Our Mediaplex Systems subsidiary is an ASP that uses proprietary technology to deliver Web-based enterprise management systems to advertising
agencies, marketing communications companies, public relations agencies, and other large corporate advertisers. The solutions that Mediaplex Systems provides span two primary
categoriesagency management and media management. The benefits offered by our enterprise management systems solutions include increased customer productivity, improved tracking,
monitoring and work-flow of business processes, and significant scalability. Mediaplex Systems' revenue is generated primarily from monthly service fees paid by customers over the
contractual service periods.

INTERNATIONAL OPERATIONS

We currently conduct international operations through wholly-owned subsidiaries in the United Kingdom, Germany, France, Sweden, China and Japan.

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In
August 1999, we commenced operations in the European market with ValueClick Europe Ltd., a wholly-owned subsidiary of ValueClick, Inc., based in the United Kingdom. In
2000, we expanded in Europe by opening wholly-owned subsidiaries in Paris, France and Munich, Germany. In August 2004, we acquired Pricerunner AB, a leading provider of online comparison shopping
services in Europe, based in Sweden. In July 2007, we acquired MeziMedia, which has operations in the United States, China and Japan. Employees in our international subsidiaries totaled 422 as of
December 31, 2007. For additional information regarding our international operations, see note 14 "Segments and Geographic Information" to our consolidated financial statements contained
in this annual report on Form 10-K.

TECHNOLOGY PLATFORMS

Our proprietary applications are constructed from established, readily available technologies. Some of the basic components our products are built on come from
leading software and hardware providers such as Oracle, Sybase, Sun, Dell, EMC, NetApp, and Cisco while some components are constructed from leading Open Source software projects such as Apache Web
Server, MySQL, Java, Perl, and
Linux. By striking the proper balance between using commercially available software and Open Source software, our technology expenditures are directed toward maintaining our technology platforms while
minimizing third-party technology supplier costs.

We
build high-performance, availability and reliability into our product offerings. We safeguard against the potential for service interruptions at our third-party technology
vendors by engineering fail-safe controls into our critical components. ValueClick delivers its hosted solutions from co-location facilities located in twelve cities,
geographically disbursed throughout the United States, Europe, and China. ValueClick applications are monitored 24 hours a day, 365 days a year by specialized monitoring systems that
aggregate alarms to a human-staffed network operations center. If a problem occurs, appropriate engineers are notified and corrective action is taken.

SALES, MARKETING AND CUSTOMER SERVICE

We market our products and services primarily through direct marketing, print advertising and online advertising throughout the year. We also market them through
the ValueClick properties' websites, trade show participation and other media events. In addition, we actively pursue public relations programs to promote our brands, products and services to
potential network publishers and advertiser customers, as well as to industry analysts.

Customers

We sell our products and services to a variety of advertisers, advertising agencies and traffic distribution partners.

Competition

We face intense competition in the Internet advertising market. We expect that this competition will continue to intensify in the future as a result of industry
consolidation, the continuing maturation of the industry and low barriers to entry. We compete with a diverse and large pool of advertising, media and Internet companies.

Our
ability to compete depends upon several factors, including the following:



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Additional
competitive factors include, but are not limited to, our: reputation, knowledge of the advertising market, financial controls, geographical coverage, relationships with
customers, technological capability, and quality and breadth of products and services.

Seasonality and Cyclicality

We believe that our business is subject to seasonal fluctuations with the calendar fourth quarter generally being our strongest. Expenditures by advertisers and
advertising agencies vary in cycles and tend to reflect the overall economic conditions, as well as budgeting and buying patterns.

INTELLECTUAL PROPERTY RIGHTS

We currently rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our
success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. We also enter into proprietary
information and confidentiality agreements with our employees, consultants and commercial partners and control access to, and distribution of, our software documentation and other proprietary
information. We have registered the trademark "ValueClick" in the United States and the European Union. We currently have thirteen pending U.S. patent applications. In addition, we have been granted
eight U.S. patents. We do not know if our current patent applications or any future patent application will result in a patent being issued within the scope of the claims we seek, if at all, or
whether any patents we may have or may receive will be challenged or invalidated. Although patents are only one component of the protection of intellectual property rights, if our patent applications
are denied, it may result in increased competition and the development of products substantially similar to our own. In addition, it is difficult to monitor unauthorized use of technology,
particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States, and our competitors may independently develop technology similar to our own.
We will continue to assess appropriate occasions for seeking patent and other intellectual property protections for those aspects of our technology that we believe constitute innovations providing
significant competitive advantages.

CORPORATE HISTORY AND RECENT ACQUISITIONS

We commenced operations as ValueClick, LLC, a California limited liability company, on May 1, 1998. Prior to the formation of
ValueClick, LLC, the ValueClick Internet advertising business began in July 1997 as a line of business within Web-Ignite Corporation, a company wholly owned by the founding member
of ValueClick, LLC. The reorganization and formation of ValueClick, LLC was effected by the transfer of the Internet advertising business of Web-Ignite to
ValueClick, LLC. On December 31, 1998, ValueClick, LLC reorganized as ValueClick, Inc., a Delaware corporation. On March 30, 2000, we completed our initial public
offering of common stock. Our common stock is publicly traded and is reported on the NASDAQ Global Select Market under the symbol "VCLK."

MeziMedia.On July 30, 2007, we completed the acquisition of MeziMedia, a leading operator of U.S. comparison shopping
websites. Under the terms of the agreement, we acquired all outstanding equity interests in MeziMedia for initial cash consideration of $96.3 million, net of cash acquired of
$18.9 million, plus approximately $700,000 in transaction costs, resulting in a total initial cash consideration of $97.0 million. In addition to the initial cash consideration, the
shareholders of MeziMedia earned $106.1 million in cash consideration for achieving certain revenue and earnings

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performance
targets for the year ended December 31, 2007. The shareholders of MeziMedia may also be entitled to additional contingent cash consideration based on the achievement by MeziMedia of
certain revenue and earnings performance targets for the years ending December 31, 2008 and 2009. Total cash consideration, which includes the $97.0 million initial cash consideration,
including transaction costs, and the $106.1 million cash consideration related to fiscal 2007 performance, will range between approximately $203.1 million and $348.8 million,
depending on whether the performance targets are met for the years ending December 31, 2008 and 2009. MeziMedia provides the Company with additional opportunities to monetize online traffic and
expand its overall comparison shopping presence in the United States, China and Japan. The results of MeziMedia's operations are included in the Company's consolidated financial statements beginning
on the date of acquisition.

Shopping.net.On December 1, 2006, we completed the acquisition of all of the outstanding capital stock of
Shopping.net for an aggregate purchase price of $13.9 million, consisting of cash consideration of $13.6 million and transaction costs of the acquisition of $253,000. Of the total cash
consideration, $10.9 million was paid on the closing date and the remaining $2.7 million was accrued and will be paid by December 1, 2008, subject to any working capital
adjustments identified by us subsequent to the closing date. Shopping.net, located in the United Kingdom, provides us with additional opportunities to monetize online traffic and expand our overall
comparison shopping presence in Europe. The results of Shopping.net's operations are included in our consolidated financial statements beginning on the date of acquisition.

Fastclick, Inc.On September 27, 2005, we acquired 97% of the outstanding shares of Fastclick, Inc.
("Fastclick") common stock upon the closing of our tender offer for all shares of Fastclick common stock. On September 29, 2005, we acquired the remaining 3% of outstanding shares of Fastclick
common stock, at which time Fastclick became a wholly-owned subsidiary of ValueClick. Under the terms of the acquisition agreement, ValueClick acquired all of the outstanding capital stock of
Fastclick for an aggregate purchase price of $215.7 million, consisting of 15.6 million shares of ValueClick common stock valued at $202.5 million, stock options assumed valued at
$12.6 million, and transaction costs of the acquisition of $600,000. Fastclick provides online advertising services and technologies, and, at the time of its acquisition, had developed an
advertising network of more than 9,000 third-party publisher websites. Combined with ValueClick's then-existing market position in online marketing services, the addition of Fastclick to
our suite of products and services positioned ValueClick as one of the largest online advertising network providers.

Web Marketing Holdings, Inc.On June 24, 2005, we completed the acquisition of Web Marketing
Holdings, Inc. ("Webclients"), a leading provider of online lead generation marketing services. Webclients' business activities complement our other media businesses as well as our affiliate
marketing businesses, and have been leveraged across our advertiser customer base. Under the terms of the
acquisition agreement, ValueClick acquired all of the outstanding capital stock of Webclients for an aggregate purchase price of $142.5 million, consisting of cash of $122.2 million,
1.8 million shares of ValueClick common stock valued at $18.4 million, stock options assumed valued at $1.5 million, and transaction costs of the acquisition of $420,000.

E-Babylon, Inc.On June 13, 2005, we completed the acquisition of
E-Babylon, Inc. ("E-Babylon"), a leading online marketer of ink jet cartridges and toner. E-Babylon expanded our e-commerce channel and provided
an infrastructure with the capability to support all of our e-commerce initiatives. Under the terms of the acquisition agreement, ValueClick acquired all of the outstanding capital stock
of E-Babylon for an aggregate purchase price of $14.8 million, consisting of cash of $14.7 million and transaction costs of the acquisition of $112,000.

Pricerunner AB.On August 6, 2004, we completed the acquisition of Pricerunner AB ("Pricerunner"), a leading provider
of online comparison shopping services in Europe. With the addition of Pricerunner, we expanded our suite of performance-based online marketing solutions into

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the
area of comparison shopping. Together with our other services, Pricerunner increased our competitive position in Europe. In the second quarter of 2005, we launched Pricerunner in the United
States, offering consumers a broad range of products from offline and online retailers throughout the country. Under the terms of the acquisition agreement, ValueClick acquired all of the outstanding
capital stock of Pricerunner for an aggregate purchase price of $30.1 million, including cash of $26.9 million, 263,000 shares of ValueClick common stock valued at $2.0 million,
and transaction costs of the acquisition of $1.2 million.

PRIVACY

We may collect personally identifiable information on a permitted basis. We store this data securely and do not use the data without the explicit, knowing
permission of the Web user when we collect the data on behalf of our customers. We rely on our customers to treat such data with the appropriate precaution and responsibility as stated in their
privacy policies. In addition, we use non-personally identifiable information provided by websites, pursuant to their consumer privacy policies, about their visitors' general demographics
and interests in order to target appropriate advertising to the websites.

Moreover,
if our customers have databases of their clients, we can use this data on behalf of those customers, again pursuant to their consumer privacy policies. The premise is that both
the website providing the ad space and the advertiser (1) have an opt-in relationship with the customer, (2) have an opportunity to share their consumer privacy policies with
their customers, and (3) provide an opportunity to opt-out.

Our
customers retain the right to use data they have obtained through explicit permission from a Web user; for example, if a client of our customer provides an email address to receive
information and updates. We rely on our customers' consumer privacy policies and practices, as well as the consumer privacy policies and practices of the publisher websites included in each
advertising campaign.

We
collect certain technical data (such as type of browser, operating system, domain type, date and time of viewer's response) when serving online advertisements. This type of
information is defined by the Network Advertising Initiative as non-personally identifiable information ("Ad Delivery and Reporting Data"). We may retain this Ad Delivery and Reporting
Data indefinitely.

We
use "cookies," among other techniques, to measure and report non-personally identifiable information to advertisers, such as the number of people who see their
advertisements or emails and the number of times people see the advertisement. A cookie is a small file that is stored in a Web user's hard drive. Cookies cannot read information from the Web user's
hard drive; rather they allow websites and advertisers to track advertising effectiveness and to ensure that viewers do not receive the same advertisements repeatedly. Cookies, by themselves, cannot
be used to identify any user if the user does not provide any personally identifiable information. They can be used, however, to allow personalization features such as stock portfolio tracking and
targeted news stories.

We
are compliant with the Platform for Privacy Protection Project, or P3P, compliance criteria. P3P is the most current privacy standard effort in our industry, providing simple and
automated privacy controls for Web users. Please refer to the section entitled "Government Enforcement Actions, Changes in Government Regulation and Industry Standards, Including, But Not Limited To,
Promotion-Based Lead Generation Marketing, Spyware, Privacy and Email Matters, Could Decrease Demand For Our Products and Services and Increase Our Costs of Doing Business" in Item 1A "Risk
Factors" of this annual report on Form 10-K for further details about our compliance with privacy regulations.

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EMPLOYEES

As of December 31, 2007, we had 922 employees in the U.S. and 422 employees in our international locations. None of these employees are covered by
collective bargaining agreements. Management believes that our relations with our employees are good.

EXECUTIVE OFFICERS

See Part III, Item 10 "Directors and Executive Officers of the Registrant" of this annual report on Form 10-K for information
about executive officers of the registrant.

WEBSITE ACCESS TO OUR PERIODIC SEC REPORTS

Our primary Internet address is www.valueclick.com. We make our Securities and Exchange Commission ("SEC") periodic reports (Forms 10-Q and
Forms 10-K) and current reports (Forms 8-K), and amendments to these reports, available free of charge through our website as soon as reasonably practicable after
they are filed electronically with the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC
rules.

Materials
we file with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website at www.sec.gov that contains reports, proxy and
information statements, and other information regarding our Company that we file electronically with the SEC.

CODE OF ETHICS AND BUSINESS CONDUCT

We have adopted a Code of Ethics and Business Conduct (the "Code") for our principal executive, financial and accounting, and other officers, and our directors,
employees, agents, and consultants. The Code is publicly available on our website at www.valueclick.com under the heading "About Us." Among other things, the Code addresses such issues as conflicts of
interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with applicable laws (including insider trading laws), and reporting of
illegal or unethical behavior.

Within
the Code, ValueClick has established an accounting ethics complaint procedure for all employees of the Company and its subsidiaries. The complaint procedure is for employees who
may have concerns regarding accounting, internal accounting controls and auditing matters. The Company treats all complaints confidentially and with the utmost professionalism. If an employee desires,
he or she may submit any concerns or complaints on an anonymous basis, and his or her concerns or complaints will be addressed in the same manner as any other complaints. The Company does not, and
will not, condone any retaliation of any kind against an employee who comes forward with an ethical concern or complaint.

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ITEM 1A.    RISK FACTORS

You should carefully consider the following risks before you decide to buy shares of our common stock. The risks and uncertainties
described below are not the only ones facing us. Additional risks and uncertainties, including those risks set forth in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" below, may also adversely impact and impair our business. If any of the following risks actually occur, our business, results of operations or financial condition would likely suffer. In
such case, the trading price of our common stock could decline, and you may lose all or part of the money you paid to buy our stock.

This annual report on Form 10-K contains forward-looking statements based on the current expectations, assumptions, estimates, and projections
about us and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements as a
result of certain factors, as more fully described in this section and elsewhere in this annual report on Form 10-K. We undertake no obligation to release publicly any revisions to
any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

INTEGRATING OUR ACQUIRED OPERATIONS MAY DIVERT MANAGEMENT'S ATTENTION AWAY FROM OUR DAY-TO-DAY OPERATIONS AND HARM OUR BUSINESS.

We have grown in part because of business combinations with other companies, and we expect to continue to evaluate and consider future acquisitions. Acquisitions
generally involve significant risks, including difficulties in the assimilation of operations, services, technologies, and corporate culture of the acquired companies, diversion of management's
attention from other business concerns, overvaluation of the acquired companies, and the acceptance of the acquired companies' products and services by our customers. The integration of our acquired
operations, products and personnel may place a significant burden on management and our internal resources. The diversion of management attention and any difficulties encountered in the integration
process could harm our business. We consummated the acquisitions of Pricerunner, E-Babylon, Webclients, Fastclick, Shopping.net, and MeziMedia on August 6, 2004, June 13,
2005, June 24, 2005, September 29, 2005,
December 1, 2006, and July 30, 2007, respectively. Because of the number of acquisitions we have completed in the past several years, the differences in the customer bases and
functionality of acquired products, service offerings and technologies, and other matters, these acquisitions may present much more significant product, sales and marketing, customer support, research
and development, facilities, information systems, accounting, personnel, and other integration challenges than those we have faced in connection with our prior acquisitions and may delay or jeopardize
the complete integration of these acquired businesses.

OUR PROFITABILITY MAY NOT REMAIN AT CURRENT LEVELS

We face risks that could prevent us from achieving our current profitability levels in future periods. These risks include, but are not limited to, our ability
to:



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If
we are unsuccessful in addressing these or other risks and uncertainties, our business, results of operations and financial condition could be materially and adversely affected.

IF ADVERTISING ON THE INTERNET LOSES ITS APPEAL, OUR REVENUE COULD DECLINE.

Our Media segment accounted for 59.9% of our revenue for the year ended December 31, 2007 in part by delivering advertisements that generate leads,
impressions, click-throughs, and other actions to our advertiser customers' websites. This business model may not continue to be effective in the future for a number of reasons, including the
following: click and conversion rates have always been low and may decline as the number of advertisements and ad formats on the Web increases; Web users can install "filter" software programs which
allow them to prevent advertisements from appearing on their computer screens or in their email boxes; Internet advertisements are, by their nature, limited in content relative to other media;
companies may be reluctant or slow to adopt online advertising that replaces, limits or competes with their existing direct marketing efforts; companies may prefer other forms of Internet advertising
we do not offer, including certain forms of search engine placements; companies may reject or discontinue the use of certain forms of online promotions that may conflict with their brand objectives;
companies may not utilize online advertising due to concerns of "click-fraud", particularly related to search engine placements; regulatory actions may negatively impact certain business practices
that we currently rely on to generate a portion of our revenue and profitability; and, perceived lead quality. If the number of companies who purchase online advertising from us does not continue to
grow, we may experience difficulty in attracting publishers, and our revenue could decline.

OUR REVENUE COULD DECLINE IF WE FAIL TO EFFECTIVELY MANAGE OUR EXISTING ADVERTISING SPACE AND OUR GROWTH COULD BE IMPEDED IF WE FAIL TO ACQUIRE NEW ADVERTISING SPACE.

Our success depends in part on our ability to effectively manage our existing advertising space. The Web publishers and email list owners that list their unsold
advertising space with us are not bound by long-term contracts that ensure us a consistent supply of advertising space, which we refer to as inventory. In addition, Web publishers or email
list owners can change the amount of inventory they make available to us at any time. If a Web publisher or email list owner decides not to make advertising space from its websites, newsletters or
email lists available to us, we may not be able to replace this advertising space with advertising space from other Web publishers or email list owners that have comparable traffic patterns and user
demographics quickly enough to fulfill our advertisers' requests. This would result in lost revenue.

We
expect that our advertiser customers' requirements will become more sophisticated as the Web continues to mature as an advertising medium. If we fail to manage our existing
advertising space effectively to meet our advertiser customers' changing requirements, our revenue could decline. Our growth depends on our ability to expand our advertising inventory. To attract new
customers, we must maintain a consistent supply of attractive advertising space. We intend to expand our advertising inventory by selectively adding to our networks new Web publishers and email list
owners that offer

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attractive
demographics, innovative and quality content and growing Web user traffic and email volume. Our ability to attract new Web publishers and email list owners to our networks and to retain Web
publishers and email list owners currently in our networks will depend on various factors, some of which are beyond our control. These factors include, but are not limited to: our ability to introduce
new and innovative products and services, our ability to efficiently manage our existing advertising inventory, our pricing policies, and the cost-efficiency to Web publishers and email
list owners of outsourcing their advertising sales. In addition, the number of competing intermediaries that purchase advertising inventory from Web publishers and email list owners continues to
increase. We cannot assure you that the size of our advertising inventory will increase or remain constant in the future.

CHANGES IN HOW WE GENERATE ONLINE CONSUMER TRAFFIC FOR OUR COMPARISON SHOPPING DESTINATION WEBSITES COULD NEGATIVELY IMPACT OUR ABILITY TO MAINTAIN OR GROW THE REVENUE AND
PROFITABILITY LEVELS OF OUR COMPARISON SHOPPING SEGMENT.

We generate online consumer traffic for our comparison shopping destination websites using various methods including: organic traffic, offline marketing
campaigns, search engine marketing (SEM) and search engine optimization (SEO). The current revenue and profitability levels of our Comparison Shopping segment are dependent upon our continued ability
to use a combination of these methods to
generate online consumer traffic to our websites in a cost-efficient manner. Our SEM and SEO techniques have been developed to work with the existing search algorithms utilized by the
major search engines. The major search engines frequently modify their search algorithms. Future changes in these search algorithms could change the mix of the methods we use to generate online
consumer traffic for our comparison shopping destination websites and could negatively impact our ability to generate such traffic in a cost-efficient manner, which could result in a
significant reduction to the revenue and profitability of our Comparison Shopping segment. There can be no assurances that we will be able to maintain the current mix of online consumer traffic
sources for our comparison shopping destination websites or that we will be able to modify our SEM and SEO techniques to address any future search algorithm changes made by the major search engines.

WE MAY FACE INTELLECTUAL PROPERTY ACTIONS THAT ARE COSTLY OR COULD HINDER OR PREVENT OUR ABILITY TO DELIVER OUR PRODUCTS AND SERVICES.

We may be subject to legal actions alleging intellectual property infringement (including patent infringement), unfair competition or similar claims against us.
Companies may apply for or be awarded patents or have other intellectual property rights covering aspects of our technologies or businesses. One of the primary competitors of our Search123.com
subsidiary, Overture Services, Inc., purports to be the owner of U.S. Patent No. 6,269,361, which was issued on July 31, 2001 and is entitled "System and method for influencing a
position on a search result list generated by a computer network search engine." Overture has aggressively pursued its alleged patent rights by filing lawsuits against other
pay-per-click search engine companies such as MIVA and Google. MIVA and Google have asserted counter-claims against Overture including, but not limited to, invalidity,
unenforceability and non-infringement. BTG International, Inc. ("BTG") purports to own two patents related to affiliate marketing. The patents allegedly cover methods and
apparatuses for "Attaching Navigational History Information to Universal Resource Locator Links on a World Wide Web Page" (U.S. Patent No. 5,712,979) and for "Tracking the Navigational Path of
a User on the World Wide Web" (U.S. Patent No. 5,717,860). BTG has brought suit to enforce its patent rights against, among others, Barnesandnoble.com and Amazon.com. While the Company is
currently not subject to any material intellectual property litigation, any future litigation alleging intellectual property infringement by us could be costly, could require us to change our business
practices, could potentially hinder or prevent our ability to deliver our products and services, and could divert management's attention.

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IF THE TECHNOLOGY THAT WE CURRENTLY USE TO TARGET THE DELIVERY OF ONLINE ADVERTISEMENTS AND TO PREVENT FRAUD ON OUR NETWORKS IS RESTRICTED OR BECOMES SUBJECT TO REGULATION, OUR
EXPENSES COULD INCREASE AND WE COULD LOSE CUSTOMERS OR ADVERTISING INVENTORY.

Websites typically place small files of non-personalized (or "anonymous") information, commonly known as cookies, on an Internet user's hard drive.
Cookies generally collect information about users on a non-personalized basis to enable websites to provide users with a more customized experience. Cookie information is passed to the
website through an Internet user's browser software. We currently use cookies to track an Internet user's movement through our advertiser customer's websites and to monitor and prevent fraudulent
activity on our networks. Most currently available Internet browsers allow Internet users to modify their browser settings to prevent cookies from being stored on their hard drive, and some users
currently do so. Internet users can also delete cookies from their hard drives at any time. Some Internet commentators and privacy advocates have suggested limiting or eliminating the use of cookies,
and legislation has been introduced in some jurisdictions to regulate the use of cookie technology. The effectiveness of our technology could be limited by any reduction or limitation in the use of
cookies. If the use or effectiveness of cookies were limited, we expect that we would need to switch to other technologies to gather demographic and behavioral information. While such technologies
currently exist, they are substantially less effective than cookies. We also expect that we would need to develop or acquire other technology to monitor and prevent fraudulent activity on our
networks. Replacement of cookies could require significant reengineering time and resources, might not be completed in time to avoid losing customers or advertising inventory, and might not be
commercially feasible. Our use of cookie technology or any other technologies designed to collect Internet usage information may subject us to litigation or investigations in the future. Any
litigation or government action against us could be costly and time consuming, could require us to change our business practices and could divert management's attention.

IF WE FAIL TO COMPETE EFFECTIVELY AGAINST OTHER INTERNET ADVERTISING COMPANIES, WE COULD LOSE CUSTOMERS OR ADVERTISING INVENTORY AND OUR REVENUE AND RESULTS OF OPERATIONS COULD
DECLINE.

The Internet advertising markets are characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions,
and changing customer demands. The introduction of new products and services embodying new technologies and the emergence of new industry standards and practices could render our existing products and
services obsolete and unmarketable or require unanticipated technology or other investments. Our failure to adapt successfully to these changes could harm our business, results of operations and
financial condition.

The
market for Internet advertising and related products and services is highly competitive. We expect this competition to continue to increase, in part because there are no significant
barriers to entry to our industry. Increased competition may result in price reductions for advertising space, reduced margins and loss of market share. Our principal competitors include other
companies that provide advertisers with Internet advertising solutions and companies that offer pay-per-click search services. We compete in the performance-based marketing
segment with CPL and CPA performance-based companies, such as Advertising.com (owned by AOL), DoubleClick Performics (owned by DoubleClick), Direct Response Technologies (owned by Digital River), and
Linkshare (owned by Rakuten), and we compete with other Internet advertising networks that focus on the traditional CPM model, including 24/7 Real Media (owned by WPP Group plc). We directly
compete with a number of competitors in the CPC market segment, such as Advertising.com. We also compete with pay-per-click search companies such as Yahoo!, Google and MIVA. In
addition, we compete in the online comparison shopping market with focused comparison shopping websites such as Shopping.com (owned by eBay), Kelkoo (owned by Yahoo!), NexTag, Shopzilla (owned by EW
Scripps), and Pricegrabber

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(owned
by Experian), and with search engines and portals such as Yahoo!, Google and MSN, and with online retailers such as Amazon.com and eBay. Large websites with brand recognition, such as Yahoo!,
AOL and MSN, have direct sales personnel and substantial proprietary online advertising inventory that provide significant competitive advantages compared to our networks, and they have a significant
impact on pricing for online advertising overall. These companies have longer operating histories, greater name recognition and have greater financial, technical, sales, and marketing resources than
we have. Further, Google, Yahoo! and Microsoft have announced or closed acquisitions to put them in direct competition with a number of our offerings. For example: 1) Yahoo! has recently
acquired Blue Lithium, a network operator, and Right Media, an exchange provider; 2) Microsoft has acquired aQuantive and exchange provider, AdECN; and 3) Google has agreed to acquire
online advertising technology provider, Doubleclick.

Competition
for advertising placements among current and future suppliers of Internet navigational and informational services, high-traffic websites and Internet service
providers ("ISPs"), as well as competition with other media for advertising placements, could result in significant price competition, declining margins and reductions in advertising revenue. Google
has made available offline public-domain works through its search engine, which creates additional competition for advertisers. In addition, as we continue our efforts to expand the scope of our Web
services, we may compete with a greater number of Web publishers and other media companies across an increasing range of different Web services, including in vertical markets where competitors may
have advantages in expertise, brand recognition and other areas. If existing or future competitors develop or offer products or services that provide significant performance, price, creative or other
advantages over those offered by us, our business, results of operations and financial condition could be negatively affected. We also compete with traditional advertising media, such as direct mail,
television, radio, cable, and print, for a share of advertisers' total advertising budgets. Many current and potential competitors enjoy competitive advantages over us, such as longer operating
histories, greater name recognition, larger customer bases, greater access to advertising space on high-traffic websites, and significantly greater financial, technical, sales, and
marketing resources. As a result, we may not be able to compete successfully. If we fail to compete successfully, we could lose customers or advertising inventory and our revenue and results of
operations could decline.

OUR REVENUE AND RESULTS OF OPERATIONS COULD BE NEGATIVELY IMPACTED IF INTERNET USAGE AND THE DEVELOPMENT OF INTERNET INFRASTRUCTURE DO NOT CONTINUE TO GROW.

Our business and financial results will depend on continued growth in the use of the Internet. Internet usage may be inhibited for a number of reasons, such as:
inadequate network infrastructure; security concerns; inconsistent quality of service; governmental regulation; and, unavailability of cost-effective, high-speed service.

If
Internet usage continues to grow, our infrastructure may not be able to support the demands placed on it, and our performance and reliability may decline. In addition, websites have
experienced interruptions in their service as a result of outages and other delays occurring throughout the Internet network infrastructure, and as a result of sabotage, such as electronic attacks
designed to interrupt service on many websites. The Internet could lose its viability as a commercial medium due to reasons including increased governmental regulation or delays in the development or
adoption of new technologies required to accommodate increased levels of Internet activity. If use of the Internet does not continue to grow, or if the Internet infrastructure does not effectively
support our growth, our revenue and results of operations could be materially and adversely affected.

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OUR REVENUE AND RESULTS OF OPERATIONS MAY BE MATERIALLY, ADVERSELY AFFECTED IF THE MARKET FOR E-COMMERCE DOES NOT CONTINUE TO GROW, GROWS SLOWER THAN EXPECTED OR
DECLINES.

Because many of our customers' advertisements encourage online purchasing, our long-term success may depend in part on the continued growth and market
acceptance of e-commerce. Our business may be adversely affected if the market for e-commerce does not continue to grow, grows slower than expected or declines. A number of
factors outside of our control could hinder the future growth of e-commerce, including, but not limited to, the following:



In
particular, any well-publicized compromise of security involving Web-based transactions could deter people from purchasing items on the Internet, clicking on
advertisements, or using the Internet generally, any of which could cause us to lose customers and advertising inventory and which could materially, adversely affect our revenue and results of
operations.

WE DEPEND ON KEY PERSONNEL, THE LOSS OF WHOM COULD HARM OUR BUSINESS.

The success of the Company depends in part on the retention of personnel critical to our combined business operations due to, for example, unique technical
skills, management expertise or key business relationships. We may be unable to retain existing management, finance, engineering, sales, customer support, and operations personnel that are critical to
the success of the Company, which may result in disruption of operations, loss of key business relationships, information, expertise or know-how, unanticipated additional recruitment and
training costs, and diminished anticipated benefits of acquisitions, including loss of revenue and profitability.

Our
future success is substantially dependent on the continued service of our key senior management. Our employment agreements with our key personnel are short-term and on an
at-will basis. We do not have key-person insurance on any of our employees. The loss of the services of any member of our senior management team, or of any other key employees,
could divert management's time and attention, increase our expenses and adversely affect our ability to conduct our business efficiently. Our future success also depends on our continuing ability to
attract, retain and motivate highly skilled employees. We may be unable to retain our key employees or attract, retain and motivate other highly qualified employees in the future. We have experienced
difficulty from time to time in attracting or retaining the personnel necessary to support the growth of our business, and may experience similar difficulties in the future.

DELAWARE LAW AND OUR STOCKHOLDER RIGHTS PLAN CONTAIN ANTI-TAKEOVER PROVISIONS THAT COULD DETER TAKEOVER ATTEMPTS THAT COULD BE BENEFICIAL TO OUR STOCKHOLDERS.

Provisions of Delaware law could make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our stockholders.
Section 203 of the Delaware General Corporation Law may make the acquisition of the Company and the removal of incumbent officers and directors more difficult by prohibiting stockholders
holding 15% or more of our outstanding voting stock from acquiring the Company, without our board of directors' consent, for at least three years from the date

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they
first hold 15% or more of the voting stock. In addition, our Stockholder Rights Plan has significant anti-takeover effects by causing substantial dilution to a person or group that
attempts to acquire us on terms not approved by our board of directors.

SYSTEM FAILURES COULD SIGNIFICANTLY DISRUPT OUR OPERATIONS, WHICH COULD CAUSE US TO LOSE CUSTOMERS OR ADVERTISING INVENTORY.

Our success depends on the continuing and uninterrupted performance of our systems. Sustained or repeated system failures that interrupt our ability to provide
services to customers, including failures affecting our ability to deliver advertisements quickly and accurately and to process visitors' responses to advertisements, would reduce significantly the
attractiveness of our solutions to advertisers and Web publishers. Our business, results of operations and financial condition could also be materially and adversely affected by any systems damage or
failure that impacts data integrity or interrupts or delays our operations. Our computer systems are vulnerable to damage from a variety of sources, including telecommunications failures, power
outages, malicious or accidental human acts, and natural disasters. We lease data center space in El Segundo, San Jose and Sunnyvale, California; Mechanicsburg, Pennsylvania; Ashburn, Virginia;
Stockholm, Sweden; and several small-scale data centers or office locations throughout the United States and Europe. Therefore, any of the above factors affecting any of these areas could
substantially harm our business. Moreover, despite network security measures, our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar
disruptive problems in part because we cannot control the maintenance and operation of our third-party data centers. Despite the precautions taken, unanticipated problems affecting our systems could
cause interruptions in the delivery of our solutions in the future and our ability to provide a record of past transactions. Our data centers and systems incorporate varying degrees of redundancy. All
data centers and systems may not automatically switch over to their redundant counterpart. Our insurance policies may not adequately compensate us for any losses that may occur due to any failures in
our systems.

IT MAY BE DIFFICULT TO PREDICT OUR FINANCIAL PERFORMANCE BECAUSE OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.

Our revenue and operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. You should not
rely on period-to-period comparisons of our results of operations as an indication of our future performance. Our results of operations have fallen below the expectations of
market analysts and our own forecasts in the past and may also do so in some future periods. If this happens, the market price of our common stock may fall significantly. The factors that may affect
our quarterly operating results include, but are not limited to, the following:



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Expenditures
by advertisers also tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns. Any decline in the economic prospects of
advertisers or the economy generally may alter advertisers' current or prospective spending priorities, or may increase the time it takes us to close sales with advertisers, and could materially and
adversely affect our business, results of operations and financial condition.

IF WE DO NOT SUCCESSFULLY EXECUTE OUR INTERNATIONAL STRATEGY, OUR REVENUE, RESULTS OF OPERATIONS AND THE GROWTH OF OUR BUSINESS COULD BE HARMED.

We initiated operations, through wholly-owned subsidiaries or divisions, in the United Kingdom in 1999, France and Germany in 2000, Sweden in 2004 and Japan and
China in 2007. Our international expansion and the integration of international operations present unique challenges and risks to our company, and require management attention. Our foreign operations
subject us to foreign currency exchange rate risks and we currently do not utilize hedging instruments to mitigate foreign currency exchange rate risks.

Our
international expansion will subject us to additional foreign currency exchange rate risks and will require additional management attention and resources. We cannot assure you that
we will be
successful in our international expansion and operations efforts. Our international operations and expansion subject us to other inherent risks, including, but not limited to:



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Our
failure to address these risks adequately could materially and adversely affect our business, revenue, results of operations and financial condition.

WE MAY BE LIABLE FOR CONTENT DISPLAYED ON OUR NETWORKS OF PUBLISHERS WHICH COULD INCREASE OUR EXPENSES.

We may be liable to third-parties for content in the advertising we deliver on our networks if the artwork, text or other content involved violates copyright,
trademark, or other intellectual property rights of third-parties or if the content is defamatory. Any claims or counterclaims could be time-consuming, could result in costly litigation
and could divert management's attention.

IF OUR TECHNOLOGIES SUFFER FROM DESIGN OR PERFORMANCE DEFECTS, OUR REVENUES AND OPERATIONS MAY BE NEGATIVELY IMPACTED, OR WE MAY NEED TO EXPEND SIGNIFICANT RESOURCES TO ADDRESS
RESULTING PRODUCT LIABILITY CLAIMS.

Our business will be harmed if our technologies suffer from design or performance defects and, as a result, we could lose customers and revenue by not being able
to service our customers satisfactorily, or we could become subject to significant product liability claims. Technologies as complex as ours may contain design and/or performance defects which are not
detectable even after extensive internal testing. Such defects may become apparent only after widespread commercial use. Our contracts with our customers currently do not contain provisions to
completely limit our exposure to liabilities resulting from product liability claims. Although we have not been subject to any product liability claims to date, we cannot assure you that we will not
be in the future. A product liability claim brought against us, which is not adequately covered by our insurance, could materially harm our business.

TECHNOLOGY AND AFFILIATE MARKETING SALES AND IMPLEMENTATION CYCLES MAY BE LENGTHY, WHICH COULD DIVERT OUR FINANCIAL AND OTHER RESOURCES, AND MAY BE SUBJECT TO DELAYS, WHICH
COULD RESULT IN DELAYED REVENUE.

Our technology and affiliate marketing sales and implementation cycles are often lengthy, causing us to recognize revenue long after our initial contact with a
prospective customer. During our sales effort, we spend significant time educating prospective customers on the use and benefits of our products and services. As a result, the sales cycle for these
products and services may range from a few weeks to over one year for our larger customers. The average sales cycle is likely to be longer in the future because we believe that prospective customers
are likely to require more extensive approval processes related to integrating internal business information with their advertising campaigns. In addition, in order for technology customers or larger
affiliate marketing customers to implement our services, they must commit a significant amount of resources over an extended period of time, and affiliate marketing customers must convert existing
publishers and recruit and implement new publishers on our technology platform. Furthermore, even after a customer purchases our products and

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services,
the implementation cycle is subject to delays. These delays may be caused by factors within our control, such as possible technology defects, as well as those outside our control, such as
customers' budgetary constraints, internal acceptance reviews, functionality enhancements, lack of appropriate customer personnel to implement our applications, and the complexity of customers'
advertising needs. When the sales and implementation cycles of our technology or affiliate marketing products and services are delayed, our revenue will likewise be delayed. Also, failure to deliver
service or application features consistent with delivery commitments could result in a delay in revenue recognition or cancellation of a customer agreement.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY FROM UNAUTHORIZED USE, WHICH COULD DIMINISH THE VALUE OF OUR PRODUCTS AND SERVICES, WEAKEN OUR COMPETITIVE POSITION AND
REDUCE OUR REVENUE.

Our success depends in large part on our proprietary technologies, including tracking management software, our affiliate marketing technologies, our display
advertising technologies, our lead generation technologies, our comparison shopping technologies, our MOJO platform, and our Mediaplex Systems technologies. In addition, we believe that our trademarks
are key to identifying and differentiating our products and services from those of our competitors. We may be required to spend significant resources to monitor and police our intellectual property
rights. If we fail to successfully enforce our intellectual property rights, the value of our products and services could be diminished and our competitive position may suffer.

We
rely on a combination of copyright, trademark and trade secret laws, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. Third-party
software providers could copy or otherwise obtain and use our technologies without authorization or develop similar
technologies independently, which may infringe upon our proprietary rights. We may not be able to detect infringement and may lose competitive position in the market before we do so. In addition,
competitors may design around our technologies or develop competing technologies. Intellectual property protection may also be unavailable or limited in some foreign countries.

We
generally enter into confidentiality or license agreements with our employees, consultants, vendors, customers, and corporate partners, and generally control access to and
distribution of our technologies, documentation and other proprietary information. Despite these efforts, unauthorized parties may attempt to disclose, obtain or use our products and services or
technologies. Our precautions may not prevent misappropriation of our products, services or technologies, particularly in foreign countries where laws or law enforcement practices may not protect our
proprietary rights as fully as in the United States.

IF WE FAIL TO KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGIES, OUR EXPENSES COULD INCREASE, AND WE COULD LOSE CUSTOMERS AND ADVERTISING INVENTORY.

The Internet advertising market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions,
and changing customer demands. The introduction of new products and services embodying new technologies and the emergence of new industry standards and practices can render existing products and
services obsolete and unmarketable or require unanticipated technology investments. Our success will depend on our ability to adapt to rapidly changing technologies, to enhance existing solutions and
to develop and introduce a variety of new solutions to address our customers' and Web publisher partners' changing demands. For example, advertisers are increasingly requiring Internet advertising
networks to have the ability to deliver advertisements utilizing new formats that surpass stationary images and incorporate rich media, such as video and audio, interactivity, and more precise
consumer targeting techniques. Our systems do not support some types of advertising formats and some of the website publishers in our networks do not accept all types of advertising formats we
support. In addition, an increase in the bandwidth of Internet

20

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access
resulting in faster data delivery may provide new products and services that will take advantage of this expansion in delivery capability. If we fail to adapt successfully to such developments,
we could lose customers or advertising inventory. We purchase most of the software used in our business. We intend to continue to acquire technologies from third-parties necessary for us to conduct
our business. We cannot assure you that, in the future, these technologies will be available on commercially reasonable terms, or at all. We may also experience difficulties that could delay or
prevent the successful design, development, introduction or marketing of new solutions. Any new solution or enhancement that we develop will need to meet the requirements of our current and
prospective customers and may not achieve significant market acceptance. If we fail to keep pace with technological developments and the introduction of new industry and technology standards on a
cost-effective basis, our expenses could increase, and we could lose customers and advertising inventory.

GOVERNMENT ENFORCEMENT ACTIONS, CHANGES IN GOVERNMENT REGULATION AND INDUSTRY STANDARDS, INCLUDING, BUT NOT LIMITED TO, PROMOTION-BASED LEAD GENERATION MARKETING, SPYWARE,
PRIVACY AND EMAIL MATTERS, COULD DECREASE DEMAND FOR OUR PRODUCTS AND SERVICES AND INCREASE OUR COSTS OF DOING BUSINESS.

Laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent. These regulations could affect the costs of
communicating on the Web and could adversely affect the demand for our advertising solutions or otherwise harm our business, results of operations and financial condition. The United States Congress
has enacted Internet legislation regarding children's privacy, copyrights, sending of commercial email (e.g., the Federal CAN-SPAM Act of 2003), and taxation. The United States
Congress has pending legislation regarding spyware (e.g., H.R. 964, the "the Spy Act of 2007") and the New York Attorney General's office has sued a major Internet marketer for alleged
violations of legal restrictions against false advertising and deceptive business practices related to spyware. The Federal Trade Commission ("FTC") conducted an investigation into certain ValueClick
websites which promise consumers a free gift of substantial value, and the manner in which the Company drives traffic to such websites, in particular through email. In the first quarter of 2008, the
Company agreed to a stipulated injunction with the FTC resolving this matter. The injunction makes clear that it constitutes no finding of any impermissible conduct by the company in the past under
preexisting FTC regulations then in effect. But the injunction also imposes new FTC guidelines for promotional lead generation activities, consistent with the approach that the agency has recently
begun to apply to the company's competitors. Compliance with these new FTC guidelines may adversely affect our ability to operate in the lead generation sector. Other laws and regulations have been
adopted and may be adopted in the future, and may address issues such as user privacy, spyware, "do not email" lists, pricing, intellectual property ownership and infringement, copyright, trademark,
trade secret, export of encryption technology, click-fraud, acceptable content, search terms, lead generation, behavioral targeting, taxation, and quality of products and services. This legislation
could hinder growth in the use of the Web generally and adversely affect our business. Moreover, it could decrease the acceptance of the Web as a communications, commercial and advertising medium. The
Company does not use any form of spam or spyware and has policies to prohibit abusive Internet behavior, including prohibiting the use of spam and spyware by our Web publisher partners.

Due
to the global nature of the Web, it is possible that, although our transmissions originate in California, Kentucky, Pennsylvania, Virginia, England, and Sweden, the governments of
other states or foreign countries might attempt to regulate our transmissions or levy sales or other taxes relating to our activities. In addition, the growth and development of the market for
Internet commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting business over the
Internet. The laws governing the Internet remain largely unsettled, even in areas where there has been some legislative action. It may

21

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take
years to determine how existing laws, including those governing intellectual property, privacy, libel and taxation, apply to the Internet and Internet advertising. Our business, results of
operations and financial condition could be materially and adversely affected by the adoption or modification of industry standards, laws or regulations relating to the Internet, or the application of
existing laws to the Internet or Internet-based advertising.

WE COULD BE SUBJECT TO LEGAL CLAIMS, GOVERNMENT ENFORCEMENT ACTIONS AND DAMAGE TO OUR REPUTATION AND HELD LIABLE FOR OUR OR OUR CUSTOMERS' FAILURE TO COMPLY WITH FEDERAL, STATE
AND FOREIGN LAWS, REGULATIONS OR POLICIES GOVERNING CONSUMER PRIVACY, WHICH COULD MATERIALLY HARM OUR BUSINESS.

Recent growing public concern regarding privacy and the collection, distribution and use of information about Internet users has led to increased federal, state
and foreign scrutiny and legislative and regulatory activity concerning data collection and use practices. The United States Congress currently has pending legislation regarding privacy and data
security measures (e.g., S. 495, the "Personal Data Privacy and Security Act of 2007"). Any failure by us to comply with applicable federal, state and foreign laws and the requirements of
regulatory authorities may result in, among other things, indemnification liability to our customers and the advertising agencies we work with, administrative enforcement actions and fines, class
action lawsuits, cease and desist orders, and civil and criminal liability. Recently, class action lawsuits have been filed alleging violations of privacy laws by ISPs. The European Union's directive
addressing data privacy limits our ability to collect and use information regarding Internet users. These restrictions may limit our ability to target advertising in most European countries. Our
failure to comply with these or other federal, state or foreign laws could result in liability and materially harm our business.

In
addition to government activity, privacy advocacy groups and the technology and direct marketing industries are considering various new, additional or different
self-regulatory standards. This focus, and any legislation, regulations or standards promulgated, may impact us adversely. Governments, trade associations and industry
self-regulatory groups may enact more burdensome laws, regulations and guidelines, including consumer privacy laws, affecting our customers and us. Since many of the proposed laws or
regulations are just being developed, and a consensus on privacy and data usage has not been reached, we cannot yet determine the impact these proposed laws or regulations may have on our business.
However, if the gathering of profiling information were to be curtailed, Internet advertising would be less effective, which would reduce demand for Internet advertising and harm our business.

Third-parties
may bring class action lawsuits against us relating to online privacy and data collection. We disclose our information collection and dissemination policies, and we may be
subject to claims if we act or are perceived to act inconsistently with these published policies. Any claims or inquiries could be costly and divert management's attention, and the outcome of such
claims could harm our reputation and our business.

Our
customers are also subject to various federal and state laws concerning the collection and use of information regarding individuals. These laws include the Children's Online Privacy
Protection Act, the Federal Drivers Privacy Protection Act of 1994, the privacy provisions of the Gramm-Leach-Bliley Act, the Federal CAN-SPAM Act of 2003, as well as other laws that
govern the collection and use of consumer credit information. We cannot assure you that our customers are currently in compliance, or will remain in compliance, with these laws and their own privacy
policies. We may be held liable if our customers use our technologies in a manner that is not in compliance with these laws or their own stated privacy policies.

22

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OUR STOCK PRICE IS LIKELY TO BE VOLATILE AND COULD DROP UNEXPECTEDLY.

Our common stock has been publicly traded since March 30, 2000. The market price of our common stock has been subject to significant fluctuations since the
date of our initial public offering.

The
stock market has from time to time experienced significant price and volume fluctuations that have affected the market prices of securities, particularly securities of technology
companies. As a result, the market price of our common stock may materially decline, regardless of our operating performance. In the past, following periods of volatility in the market price of a
particular company's securities, securities class action litigation has often been brought against that company. We are currently involved in this type of litigation, which arose shortly after our
stock price dropped significantly during the third quarter of 2007. Litigation of this type is often expensive and diverts management's attention and resources.

WE MAY BE REQUIRED TO RECORD A SIGNIFICANT CHARGE TO EARNINGS IF OUR GOODWILL OR AMORTIZABLE INTANGIBLE ASSETS BECOME IMPAIRED.

As of December 31, 2007, we have total intangible assets, including goodwill, of $552.5 million. We are required under accounting principles
generally accepted in the United States of America to review our amortizable intangible assets for impairment whenever events and circumstances indicate that the carrying value of such assets may not
be recoverable. We are also required to review goodwill for impairment on an annual basis, or between annual tests whenever events and circumstances indicate that the carrying value of goodwill may
not be recoverable. Events and circumstances considered in determining whether the carrying value of amortizable intangible assets and goodwill may not be recoverable include, but are not limited to:
significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in the
Company's stock price for a sustained period of time; and changes in the Company's business strategy. We may be required to record a significant charge to earnings in a period in which any impairment
of our goodwill or amortizable intangible assets is determined.

WE MAY INCUR LIABILITIES TO TAX AUTHORITIES IN EXCESS OF AMOUNTS THAT HAVE BEEN ACCRUED WHICH MAY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

As more fully described in note 7 to our consolidated financial statements, we have recorded significant income tax liabilities. The preparation of our
consolidated financial statements requires estimates of the amount of income tax that will become payable in each of the jurisdictions in which we operate. We may be challenged by the taxing
authorities in these jurisdictions and, in the event that we are not able to successfully defend our position, we may incur significant additional income tax liabilities and related interest and
penalties which may have an adverse impact on our results of operations and financial condition.

IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD AND OUR BUSINESS MAY BE HARMED
AND OUR STOCK PRICE MAY BE ADVERSELY IMPACTED.

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. Any inability to provide reliable
financial reports or to prevent fraud could harm our business. The Sarbanes-Oxley Act of 2002 requires management to evaluate and assess the effectiveness of our internal control over financial
reporting. We determined that our internal control over financial reporting was effective as of December 31, 2005, 2006 and 2007. In order to continue to comply with the requirements of the
Sarbanes-Oxley Act, we are required to continuously evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the

23

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adequacy
of our internal controls, we could be subject to litigation or regulatory scrutiny and investors could lose confidence in the accuracy and completeness of our financial reports. We cannot
assure you that in the future we will be able to fully comply with the requirements of the Sarbanes-Oxley Act or that management will conclude that our internal control over financial reporting is
effective. If we fail to fully comply with the requirements of the Sarbanes-Oxley Act, our business may be harmed and our stock price may decline.

DECREASED EFFECTIVENESS OF EQUITY COMPENSATION COULD ADVERSELY AFFECT OUR ABILITY TO ATTRACT AND RETAIN EMPLOYEES AND HARM OUR BUSINESS, AND RECENTLY ADOPTED CHANGES IN
ACCOUNTING FOR EQUITY COMPENSATION WILL ADVERSELY AFFECT EARNINGS.

We have historically used stock options as a key component of our employee compensation program in order to align employees' interests with the interests of our
stockholders, encourage employee retention, and provide competitive compensation packages. Volatility or lack of positive performance in our stock price may adversely affect our ability to retain key
employees, many of whom have been granted stock options, or to attract additional highly-qualified personnel. As of December 31, 2007, a majority of our outstanding employee stock options have
exercise prices in excess of the stock price on that date. To the extent this continues to occur, our ability to retain employees may be adversely affected. In addition, beginning January 1,
2006 the Company was required to record stock-based compensation related to stock options which has negatively impacted net income for periods after this date. Moreover, applicable NASDAQ listing
standards relating to obtaining stockholder approval of equity compensation plans could make it more difficult or expensive for us to grant stock options or other stock-based awards to employees in
the future. As a result, we may incur increased compensation costs, change our equity compensation strategy or find it difficult to attract, retain and motivate employees, any of which could
materially, adversely affect our business.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

As of December 31, 2007, the Company leased facilities at the following locations:



We
own land and a building, approximating 61,900 square-feet and 23,800 square-feet, respectively, in Simi Valley, California. We also lease small office space
and facilities in: Agoura Hills, California; Monrovia, California; Chicago, Illinois; Paris, France; Munich, Germany; Stockholm, Sweden; and,

24

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Tokyo,
Japan. In addition, we use third-party co-location facilities that house our Web servers in: Sunnyvale, California; San Jose, California; Agoura Hills, California; Los Angeles,
California; El Segundo, California; Irvine, California; Santa Clara, California; Mechanicsburg, Pennsylvania; Louisville, Kentucky; London, England; Stockholm, Sweden; and Shanghai, China. For
additional information regarding our obligations under leases, see note 13 "Commitments and Contingencies" to our consolidated financial statements included in this annual report on
Form 10-K.

ITEM 3.    LEGAL PROCEEDINGS



On May 16, 2007, the Company received a letter from the Federal Trade Commission ("FTC") stating that the FTC was conducting an inquiry to determine
whether the Company's lead generation activities violate either the Federal Trade Commission Act ("FTC Act") or the CAN-SPAM Act.
Specifically, the FTC investigated certain ValueClick websites which promise consumers a free gift of substantial value, and the manner in which the Company drives traffic to such websites, in
particular through email. In the first quarter of 2008, without admitting any wrongdoing, the Company and the FTC agreed to a stipulated injunction to resolve this matter. The agreement is subject to
Department of Justice and presiding court approval. The terms of the stipulated injunction include the payment of $2.9 million as well as guidelines under which the Company has agreed to
operate its promotional lead generation activities. The Company recorded an accrual for the settlement payment associated with the stipulated injunction in its consolidated financial statements for
the year ended December 31, 2007. The agreement between the Company and the FTC is for settlement purposes only, and does not constitute an admission by the Company that a law has been violated
or that the facts as alleged in the FTC's complaint are true.

On
July 9, 2007, the Company received a letter from the FTC stating that the FTC was conducting an inquiry regarding advertising claims made by the Company's customers who offer
anti-spyware programs and the dissemination of such advertising. Specifically, the FTC investigated whether the Company or others engaged in unfair or deceptive acts or practices in
violation of the FTC Act. The Company was notified by the FTC in the first quarter of 2008 that its inquiry into this matter had concluded with no findings of any wrongdoing by the Company.



On April 20, 2007, Mireille Carrier and Settlement Recovery Center filed separate putative class action complaints in the United States District Court for
the Central District of California against ValueClick, Inc., Commission Junction, Inc., and Be Free. The purported class action complaints allegeinter
alia, breach of contract and violations of the Unfair Competition Law. The complaints stem from the alleged impact of adware on the assessment of internet advertising
commissions. The complaints have been consolidated into one action. A formal mediation in this matter occurred on February 25, 2008. At the end of the mediation session, the mediator made a
"mediator's proposal" that the action be settled for a one time payment of $1.5 million, for which the Company has recorded an accrual in its December 31, 2007 consolidated financial
statements, and practice changes to be negotiated to combat adware in the future. There has been no finding of wrongdoing in the case and the Company denies any liability.

On
August 17, 2007, a purported securities fraud class action lawsuit was filed in the United States District Court for the Central District of California by Carl Waldrep, on
behalf of himself and all others similarly situated, presuming to represent all persons who purchased or otherwise acquired the common stock of ValueClick, Inc. ("the Company") between
November 1, 2006 and July 27, 2007. The lawsuit alleges violations of certain federal securities laws based upon the Company and its officers alleged misrepresentation of materially
false and misleading statements concerning the Company's

25

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compliance
with laws and standards applicable to its lead generation business, among other things. The lawsuit is brought against the Company, its Executive Chairman and its Chief Administrative
Officer. Since August 17, 2007 and through the date of this filing, one other similar purported class action was filed, and both actions have since been consolidated. The Company intends to
defend itself vigorously. No amounts have been recorded in the Company's consolidated financial statements as of December 31, 2007 related to this matter.

On
August 30, 2007, Plaintiff, David Marashlian, a ValueClick shareholder purportedly suing on behalf of the Company, filed a derivative suit against nominal defendant
ValueClick, Inc. and against individual ValueClick directors and executives (collectively with ValueClick, Inc. "the Defendants") in the Los Angeles County Superior Court. The Complaint
alleges that Defendants breached their fiduciary duties and asserts other related common law and statutory claims based on, among other things, alleged improper sales of stock and improper financial
reporting. The allegation arise from Plaintiff's claim that individual Defendants caused or allowed ValueClick to improperly conceal in its public statements that a material portion of its revenues
were generated from practices that violated the CAN-SPAM Act of 2003 among other things. On October 31, 2007, plaintiff Susan Lacerenza, a ValueClick shareholder who previously had
filed a derivative action in Los Angeles County Superior Court, dismissed that action and re-filed her complaint in the United States District Court for the Central District of California.
The Company intends to defend itself vigorously against these and related allegations. No amounts have been recorded in the Company's consolidated financial statements as of December 31, 2007
related to these matters.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended December 31, 2007.

26

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PART II.

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

Market Information

Our common stock has traded on the NASDAQ Global Select Market (including its predecessor markets) under the symbol "VCLK" since our initial public offering on
March 30, 2000. The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the NASDAQ Global Select Market. On
February 21, 2008, the last sale price of our common stock reported by the NASDAQ Global Select Market was $20.69 per share.

Price Range of
Common StockHigh

LowFiscal Year Ended December 31, 2007Fourth Quarter

$
29.97

$
20.22Third Quarter

$
31.49

$
18.06Second Quarter

$
36.70

$
26.06First Quarter

$
29.33

$
22.61


|
|

Price Range of
Common StockHigh

LowFiscal Year Ended December 31, 2006Fourth Quarter

$
25.47

$
17.30Third Quarter

$
18.86

$
13.15Second Quarter

$
18.65

$
13.22First Quarter

$
20.98

$
15.46


Stockholders

As of December 31, 2007, there were 617 stockholders of record who held shares of our common stock.

Dividend Policy

We have not declared or paid any cash dividends on our capital stock since our inception and we do not anticipate paying cash dividends in the foreseeable future.

27

---



Stockholder Return Performance Graph

Set forth below is a graph comparing the cumulative total stockholder return of $100 invested in our common stock on December 31, 2002 through
December 31, 2007 relative to the cumulative total return of $100 invested in the NASDAQ Composite Index and the RDG Internet Composite Index calculated similarly for the same period.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among ValueClick, Inc., The NASDAQ Composite Index
And The RDG Internet Composite Index

LOGO

---

28

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ITEM 6.    SELECTED FINANCIAL DATA

The selected consolidated financial data set forth below with respect to our consolidated statements of operations for the years ended December 31, 2007,
2006 and 2005 and with respect to our consolidated balance sheets as of December 31, 2007 and 2006 have been derived from the audited consolidated financial statements of ValueClick which are
included elsewhere herein. The consolidated statement of operations data for the years ended December 31, 2004 and 2003 and the consolidated balance sheet data as of December 31, 2005,
2004 and 2003 have been derived from our audited consolidated financial statements not included herein. The selected consolidated financial data set forth below is qualified in its entirety by, and
should be read in conjunction with both Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this annual report on Form 10-K and
the consolidated financial statements and the notes to those consolidated financial statements included in Item 8 "Financial Statements and Supplementary Data" of this annual report on
Form 10-K.

29

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CONSOLIDATED STATEMENT OF OPERATIONS DATA

|                                                 |                                                                               | For the Year Ended December 31,                    
|------------------------------------------------ | ----------------------------------------------------------------------------- | ---------------------------------------------------
|
|
|Consolidated Statement of Operations Data(1):    |                                                                               |                                                    
|Revenue                                          |                                                                               | $                                                  
|Cost of revenue                                  |                                                                               |                                                    
|                                                 |                                                                               |                                                    
|                                                 | Gross profit                                                                  |                                                    
|Operating expenses:                              |                                                                               |                                                    
|                                                 | Sales and marketing(2)                                                        |                                                    
|                                                 | General and administrative(2)                                                 |                                                    
|                                                 | Technology(2)                                                                 |                                                    
|                                                 | Amortization of intangible assets                                             |                                                    
|                                                 | Restructuring benefit, net                                                    |                                                    
|                                                 |                                                                               |                                                    
|                                                 |                                                                               | Total operating expenses                           
|                                                 |                                                                               |                                                    
|Income from operations                           |                                                                               |                                                    
|                                                 |                                                                               | Interest income, net                               
|                                                 |                                                                               | Gain on sale of equity interest in Japan subsidiary
|                                                 |                                                                               | Other income                                       
|                                                 |                                                                               |                                                    
|Income before income taxes and minority interest |                                                                               |                                                    
|                                                 | Income tax expense                                                            |                                                    
|                                                 |                                                                               |                                                    
|Income before minority interest                  |                                                                               |                                                    
|                                                 | Minority share of loss in consolidated subsidiary                             |                                                    
|                                                 |                                                                               |                                                    
|                                                 |                                                                               | Net income                                         
|                                                 |                                                                               |                                                    
|Basic net income per common share                |                                                                               | $                                                  
|                                                 |                                                                               |                                                    
|                                                 | Weighted-average shares used to calculate basic net income per common share   |                                                    
|                                                 |                                                                               |                                                    
|Diluted net income per common share              |                                                                               | $                                                  
|                                                 |                                                                               |                                                    
|                                                 | Weighted-average shares used to calculate diluted net income per common share |                                                    
|                                                 |                                                                               |                                                    

---

Acquisitions

DateMeziMedia

July 2007Shopping.net

December 2006Fastclick, Inc.

September 2005Web Marketing Holdings, Inc. ("Webclients")

June 2005E-Babylon, Inc.

June 2005Pricerunner AB

August 2004Commission Junction, Inc.

December 2003HiSpeed Media, Inc.

December 2003Search123.com, Inc.

May 2003


|
|

Disposition

DateValueClick Japan

March 2004


30

---



For the Year Ended December 31,2007

2006

2005

2004

2003Sales and marketing

$
5,101

$
4,429

$
817

$
369

$
113General and administrative


10,937


5,258


382


245


181Technology


2,449


2,253


823


125


58$
18,487

$
11,940

$
2,022

$
739

$
352


Consolidated Balance Sheet Data:

|                                                                         |  | As of December 31,
|------------------------------------------------------------------------ |  | ------------------
|
|
|Cash, cash equivalents and current and non-current marketable securities |  | $                 
|Working capital                                                          |  | $                 
|Total assets                                                             |  | $                 
|Total non-current liabilities                                            |  | $                 
|Total stockholders' equity                                               |  | $                 

31

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Quarterly Results

The following table sets forth some of our selected financial information for our eight most recent fiscal quarters. In the opinion of our management, this
unaudited financial information has been prepared on the same basis as the audited financial statements, and includes all adjustments, consisting only of normal recurring adjustments, necessary to
fairly state this information when read in conjunction with our consolidated financial statements and the related notes contained elsewhere herein. These operating results are not necessarily
indicative of results of any future period.

|                                    |                                   | For the Three-Month Period Ended
|----------------------------------- | --------------------------------- | --------------------------------
|
|
|Revenue                             |                                   | $                               
|Cost of revenue                     |                                   |                                 
|                                    |                                   |                                 
|                                    | Gross profit                      |                                 
|Operating expenses:                 |                                   |                                 
|                                    | Sales and marketing(1)            |                                 
|                                    | General and administrative(1)     |                                 
|                                    | Technology(1)                     |                                 
|                                    | Amortization of intangible assets |                                 
|                                    |                                   |                                 
|                                    |                                   | Total operating expenses        
|                                    |                                   |                                 
|Income from operations              |                                   |                                 
|                                    | Interest income, net              |                                 
|                                    |                                   |                                 
|Income before income taxes          |                                   |                                 
|                                    | Income tax expense                |                                 
|                                    |                                   |                                 
|Net income                          |                                   | $                               
|                                    |                                   |                                 
|Basic net income per common share   |                                   | $                               
|Diluted net income per common share |                                   | $                               

---

For the Three-Month Period EndedDec. 31,
2007

Sept. 30,
2007

Jun. 30,
2007

Mar. 31,
2007

Dec. 31,
2006

Sept. 30,
2006

Jun. 30,
2006

Mar. 31,
2006Sales and marketing

$
1,577

$
1,200

$
1,296

$
1,028

$
835

$
1,145

$
1,173

$
1,276General and administrative


3,081


2,791


2,981


2,084


1,231


1,264


1,397


1,366Technology


677


603


643


526


366


583


626


678$
5,335

$
4,594

$
4,920

$
3,638

$
2,432

$
2,992

$
3,196

$
3,320


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

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
related notes thereto included elsewhere in this annual report on Form 10-K beginning on page F-1.

The
following discussion contains forward-looking statements based on the current expectations, assumptions, estimates, and projections about us and our industry. These forward-looking
statements involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements as a result of certain factors, as more fully described
in Item 1A "Risk Factors" and elsewhere in this annual report on Form 10-K. We undertake no obligation to release publicly any revisions to any forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

32

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Overview

We offer a suite of products and services that enable marketers to advertise and sell their products through all major online marketing
channelsdisplay advertising, lead generation marketing, email marketing, search marketing, comparison shopping, and affiliate marketing. We also offer technology infrastructure tools and
services that enable advertisers and advertising agencies to implement and manage their own online display advertising and email campaigns, and that assist online publishers with management of their
website inventory. Additionally, we provide software that assists advertising agencies and other companies with information management regarding their financial, workflow and offline media planning
and buying processes. The broad range of products and services that we provide enables our advertiser customers to address all aspects of the marketing process, from strategic planning through
execution, including results measurement and campaign refinements. By combining our media, affiliate marketing, comparison shopping, and technology offerings with our experience in both online and
offline marketing, we help our advertiser customers around the world optimize their marketing campaigns both on the Internet and through offline media.

On
July 30, 2007, we completed the acquisition of MeziMedia and included the results of operations of MeziMedia in our consolidated results of operations beginning on the date of
acquisition. On December 1, 2006, we completed the acquisition of Shopping.net and included the results of operations of Shopping.net in our consolidated results of operations beginning as of
that date. In 2005, we acquired Fastclick, Inc. ("Fastclick"), completed on September 29, 2005, Web Marketing Holdings, Inc. ("Webclients"), completed on June 24, 2005, and
E-Babylon, Inc. ("E-Babylon"), completed on June 13, 2005. The results of operations of Fastclick, Webclients and E-Babylon have been included in our
consolidated results of operations beginning October 1, 2005, July 1, 2005 and June 1, 2005, respectively. Note 3 "Recent Business Combinations and Investments" to our
consolidated financial statements included in this annual report on Form 10-K provides unaudited pro forma revenue, net income and basic and diluted net income per common share for
the years ended December 31, 2007 and 2006 as if the acquisitions of MeziMedia and Shopping.net occurred as of January 1, 2006.

We
derive our revenue from four business segments. These business segments are presented on a worldwide basis and include: Media, Affiliate Marketing, Comparison Shopping, and
Technology. Each of these four business segments is described in Item 1 "Business" of this annual report on Form 10-K.

The
following table provides revenue, gross profit, operating expenses, and income from operations information for each of our four business segments. Segment income from operations, as
shown below, excludes the effects of: stock-based compensation; amortization of intangible assets; restructuring benefit, net; and corporate expenses as these items are excluded from the segment
performance measures utilized by the Company's chief operating decision maker in evaluating the performance of the segments. Corporate expenses consist of those costs not directly attributable to a
business segment, and include: salaries and benefits for the Company's executive, finance, legal, corporate governance, human resources, and facilities organizations; fees for professional service
providers including audit, legal, tax, and Sarbanes-Oxley compliance; insurance; and other corporate expenses. A reconciliation of

33

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segment
income from operations to consolidated income from operations and a reconciliation of segment revenue to consolidated revenue are also provided in the following table.

For the Year Ended December 31,2007

2006

2005(in thousands)Media SegmentRevenue

$
386,735

$
382,973

$
164,835Cost of revenue


154,767


141,457


66,966Gross profit


231,968


241,516


97,869Operating expenses


145,394


147,323


59,559Segment income from operations

$
86,574

$
94,193

$
38,310Affiliate Marketing SegmentRevenue

$
136,696

$
112,150

$
95,791Cost of revenue


26,374


19,770


17,116Gross profit


110,322


92,380


78,675Operating expenses


42,063


34,474


33,714Segment income from operations

$
68,259

$
57,906

$
44,961Comparison Shopping SegmentRevenue

$
92,020

$
26,217

$
17,295Cost of revenue


20,332


2,165


664Gross profit


71,688


24,052


16,631Operating expenses


54,239


20,976


14,597Segment income from operations

$
17,449

$
3,076

$
2,034Technology SegmentRevenue

$
32,538

$
25,714

$
27,015Cost of revenue


5,765


5,396


5,275Gross profit


26,773


20,318


21,740Operating expenses


14,139


12,696


12,437Segment income from operations

$
12,634

$
7,622

$
9,303Reconciliation of segment income from operations to consolidated income from operations:Total segment income from operations

$
184,916

$
162,797

$
94,608Corporate expenses


(30,288
)

(26,932
)

(16,103
)Stock-based compensation


(18,487
)

(11,940
)

(2,022
)Amortization of intangible assets


(25,949
)

(21,801
)

(12,179
)Restructuring benefit, net








73Consolidated income from operations

$
110,192

$
102,124

$
64,377Reconciliation of segment revenue to consolidated revenue:Media

$
386,735

$
382,973

$
164,835Affiliate Marketing


136,696


112,150


95,791Comparison Shopping


92,020


26,217


17,295Technology


32,538


25,714


27,015Inter-segment eliminations


(2,373
)

(1,438
)

(929
)Consolidated revenue

$
645,616

$
545,616

$
304,007


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RESULTS OF OPERATIONSFiscal Years Ended December 31, 2007 and 2006

Revenue.Consolidated revenue for the year ended December 31, 2007 was $645.6 million,
representing an 18.3% increase over the prior year total of $545.6 million.

Media
segment revenue increased to $386.7 million for the year ended December 31, 2007 compared to $383.0 million for 2006. In 2007, strong growth in our display
advertising revenue was largely offset by a decrease in our lead generation marketing revenue. We believe the decrease in our lead generation marketing revenue was primarily due to the FTC inquiry
into this business that is described further in note 13 to our consolidated financial statements.

Affiliate
Marketing segment revenue increased to $136.7 million for the year ended December 31, 2007 compared to $112.2 million in 2006. This increase of
$24.5 million, or 21.9%, was due to a continued increase, both in the U.S. and Europe, in the number of customers and an increase in transaction volumes associated with both our new and
existing customers.

Comparison
Shopping segment revenue increased to $92.0 million for the year ended December 31, 2007 compared to $26.2 million in 2006. The increase of
$65.8 million, or 251.0%, was primarily attributable to the acquisition of MeziMedia in July 2007 as well as growth in our historical European comparison shopping operations. With the
acquisition of MeziMedia, Comparison Shopping segment revenue is concentrated with a limited number of customers. A loss of, or reduction of revenue from, one or more of these customers could have a
significant negative impact on the revenue of this segment.

Technology
segment revenue was $32.5 million for the year ended December 31, 2007 compared to $25.7 million in 2006, an increase of $6.8 million, or 26.5%.
The increase in revenue was primarily related to higher volumes of ad serving, both domestically and in Europe, during the year ended December 31, 2007 compared to the same period of the prior
year. Technology segment revenue is highly concentrated with a few significant customers. A loss of, or reduction of revenue from, one or more of these customers could have a significant negative
impact on the revenue of this segment.

There
is no guarantee that revenue will continue to grow at historical rates, that we will complete acquisitions in future periods or that any potential future acquisitions will provide
the same revenue impact as past acquisitions.

Cost of Revenue and Gross Profit.Cost of revenue for the Media segment consists primarily of amounts
that we pay to website publishers that are directly related to a revenue-generating event. We pay these publishers on a CPC, CPA, CPL, or CPM basis. Cost of revenue also includes labor costs,
depreciation on revenue-producing technologies and Internet access costs. Cost of revenue for the Media segment also includes e-commerce product costs and shipping and handling costs.
Consolidated cost of revenue was $204.6 million for the year ended December 31, 2007 compared to $167.9 million in 2006, an increase of $36.7 million, or 21.9%. The
consolidated gross margin decreased from 69.2% for the year ended December 31, 2006 to 68.3% for the year ended December 31, 2007. This decrease in consolidated gross margin is primarily
a result of the lower gross margins experienced by our Media, Affiliate Marketing and Comparison Shopping segments in 2007 as described more fully below.

Cost
of revenue for the Media segment increased $13.3 million, or 9.4%, to $154.8 million for the year ended December 31, 2007 compared to $141.5 million in
2006. Our Media segment gross margin decreased to 60.0% for the year ended December 31, 2007 compared to 63.1% for the same period in 2006. The decrease in Media segment gross margin resulted
primarily from a lower mix of promotion-based lead generation revenue, which generates a higher gross margin than other components of Media segment revenue due largely to the classification of certain
online advertising costs as sales and marketing expense and not as cost of revenue. These online advertising costs are classified as sales and marketing expense as they are not directly related to a
revenue-generating event.

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Cost
of revenue for the Affiliate Marketing segment was $26.4 million for the year ended December 31, 2007 compared to $19.8 million in 2006. Our Affiliate Marketing
segment gross margin decreased to 80.7% for the year ended December 31, 2007 from 82.4% for the same period in 2006. The decrease was primarily associated with an increase in the mix of search
revenue, which generates lower gross margins than other revenue components in the Affiliate Marketing segment.

Cost
of revenue for the Comparison Shopping segment was $20.3 million for the year ended December 31, 2007 compared to $2.2 million in 2006. The increase in cost of
revenue was primarily due to the acquisition of MeziMedia in July 2007. Our Comparison Shopping segment gross margin decreased to 77.9% for 2007 from 91.7% in 2006 due primarily to increased publisher
costs associated with third-party revenue-share arrangements and the impact of the acquisition of MeziMedia.

Technology
segment cost of revenue was $5.8 million for the year ended December 31, 2007 compared to $5.4 million in 2006. Our Technology segment gross margin
increased to 82.3% in 2007 from 79.0% in 2006 due to the operating leverage associated with higher revenue. As the gross margin for the Technology segment is highly dependent upon revenue due to the
existing operating leverage, any increases or decreases in segment revenue may have a significant impact on segment gross margin.



Sales and Marketing.Sales and marketing expenses consist primarily of sales and marketing compensation and employee
benefits, network development and related support teams, certain online and offline advertising costs, travel, trade shows, and marketing materials. Online advertising costs included in sales and
marketing expenses are comprised primarily of amounts that we pay to website publishers that are not directly associated with a revenue-generating event. Sales and marketing expenses for the year
ended December 31, 2007 were $190.7 million compared to $162.9 million in 2006, an increase of $27.8 million, or 17.0%. Sales and marketing expenses increased primarily due
to the inclusion of online advertising costs of MeziMedia, acquired in July 2007, and increases in our worldwide sales and marketing staff, offset partially by a decrease in online advertising costs
in our lead generation marketing business. Our sales and marketing expenses as a percentage of revenue remained relatively consistent at 29.5% for the year ended December 31, 2007 compared to
29.9% in 2006.

General and Administrative.General and administrative expenses consist primarily of facilities costs, executive and
administrative compensation and employee benefits, depreciation, professional services fees, insurance costs, and other general overhead costs. General and administrative expenses increased to
$78.2 million for the year ended December 31, 2007 compared to $58.1 million in 2006, an increase of $20.1 million, or 34.6%. General and administrative expenses increased
primarily due to an increase of $5.7 million in stock-based compensation, a $2.9 million settlement with the FTC (as described more fully in note 13 to our consolidated financial
statements), the inclusion of MeziMedia's general and administrative expenses, higher bad debt expense, increased legal costs, and increased compensation costs to support the growth in our business.
As a result of these items, our general and administrative expenses as a percentage of revenue increased to 12.1% for the year ended December 31, 2007 compared to 10.7% in 2006.

Technology.Technology expenses include costs associated with the maintenance of our technology platforms, including
compensation and employee benefits for our engineering and network operations departments, as well as costs for contracted services and supplies. Technology expenses for the year ended
December 31, 2007 were $36.0 million compared to $32.8 million in 2006, an increase of $3.2 million, or 9.6%. The increase in technology expenses was due primarily to the
inclusion of MeziMedia's technology expenses, increases in our worldwide technology staff and the overall growth in our business. Our technology expenses as a percentage of revenue remained relatively
consistent at 5.6% for the year ended December 31, 2007 compared to 6.0% in 2006.

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Segment Income from Operations.Media segment income from operations for the year ended
December 31, 2007 decreased 8.1%, or $7.6 million, to $86.6 million, from $94.2 million in the prior year, and represented 22.4% and 24.6% of Media segment revenue in these
respective periods. The decrease in both Media segment income from operations and operating margin was due principally to a decline in our lead generation marketing revenue, offset partially by an
increase in our display advertising revenue as noted above.

Affiliate
Marketing segment income from operations for the year ended December 31, 2007 increased 17.9%, or $10.4 million, to $68.3 million, from
$57.9 million in the prior year, and represented 49.9% and 51.6% of Affiliate Marketing segment revenue in these respective periods. The increase of $10.4 million in Affiliate Marketing
segment income from operations was largely attributable to the higher revenue as described above. The lower operating margin was due primarily to an increase in the mix of search revenue, which
generates lower operating margins than other revenue components in the Affiliate Marketing segment.

Comparison
Shopping segment income from operations for the year ended December 31, 2007 increased to $17.4 million, from $3.1 million in the prior year, and
represented 19.0% and 11.7% of Comparison Shopping segment revenue in these respective periods. The increase in Comparison Shopping segment income from operations and operating margin was largely
attributable to the acquisition of MeziMedia.

Technology
segment income from operations for the year ended December 31, 2007 increased to $12.6 million, from $7.6 million in the prior year, and represented 38.8%
and 29.6% of Technology segment revenue in these respective periods. The increase in Technology segment income from operations and the higher operating margin was attributable to the operating
leverage associated with the higher revenue as described above.

Stock-Based Compensation.Stock-based compensation for the year ended December 31, 2007
amounted to $18.5 million compared to $11.9 million in 2006. The increase of $6.5 million was primarily due to the impact of new stock options granted during 2007. We currently
anticipate total stock-based compensation in the range of $22 million to $23 million for the year ending December 31, 2008. Such amounts may change as a result of higher or lower
than anticipated stock option grants to new and existing employees, differences between actual and estimated forfeitures of stock options, fluctuations in the market value of our common stock,
modifications to our existing stock option programs, additions of new stock-based compensation programs, or other factors.

Amortization of Intangible Assets.Amortization of intangible assets for the year ended
December 31, 2007 was $25.9 million compared to $21.8 million in 2006. This expense represents the amortization of intangible assets acquired through business combinations. The
increase compared to the prior year was due to the intangible assets purchased in the MeziMedia and Shopping.net acquisitions. We currently anticipate total amortization of intangible assets of
approximately $29.5 million for the year ending December 31, 2008.

Interest Income, net.Interest income, net, consists principally of interest earned on our cash and
cash equivalents and marketable securities. Interest income, net, was $12.1 million for the year ended December 31, 2007 compared to $8.0 million for the year ended
December 31, 2006. The increase was primarily attributable to effects of higher average cash and cash equivalents and marketable securities balances in the current year. We currently anticipate
that our interest income in the year ending December 31, 2008 will be significantly lower than the fiscal 2007 amount due to cash used in the first quarter of 2008 for the MeziMedia earnout
payment (as more fully described in note 3 to our consolidated financial statements) and due to the decreasing interest rate environment.

Income Tax Expense.For the year ended December 31, 2007, we recorded an income tax expense of
$51.6 million compared to $47.6 million in 2006. The decrease in the effective income tax rate for

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the
year ended December 31, 2007 to 42.2% from 43.2% for the year ended December 31, 2006 was primarily due to an increase in tax-exempt interest income earned on our
marketable securities during 2007 compared to 2006. We currently expect our effective tax rate to be approximately 42% in the year ending December 31, 2008.

RESULTS OF OPERATIONSFiscal Years Ended December 31, 2006 and 2005

Revenue.Consolidated revenue for the year ended December 31, 2006 was $545.6 million,
representing a 79.5% increase over the prior year total of $304.0 million.

Media
segment revenue increased to $383.0 million for the year ended December 31, 2006 compared to $164.8 million for 2005. The increase of $218.1 million, or
132.3%, in Media segment revenue was primarily attributable to the acquisitions of E-Babylon in June 2005, Webclients in June 2005, and Fastclick in September 2005, and growth in our other
U.S. and European media operations.

Affiliate
Marketing segment revenue increased to $112.2 million for the year ended December 31, 2006 compared to $95.8 million in 2005. This increase of
$16.4 million, or 17.1%, was due to a continued increase in the number of customers and an increase in transaction volumes associated with both our new and existing customers, partially offset
by a reduction in revenue from a large customer in this segment.

Comparison
Shopping segment revenue increased to $26.2 million for the year ended December 31, 2006 compared to $17.3 million in 2005. The increase of
$8.9 million, or 51.6%, was due to growth in our European comparison shopping operations and the launch of Pricerunner in the United States in the second quarter of 2005.

Technology
segment revenue was $25.7 million for the year ended December 31, 2006 compared to $27.0 million in 2005, a decrease of $1.3 million, or 4.8%. The
decrease in revenue was primarily related to lower volumes of ad serving for our existing customers during the year ended December 31, 2006 compared to the prior year.

Cost of Revenue and Gross Profit.Consolidated cost of revenue was $167.9 million for the year
ended December 31, 2006 compared to $88.8 million in 2005, an increase of $79.0 million, or 88.9%. The consolidated gross margin decreased from 70.8% for the year ended
December 31, 2005 to 69.2% for the year ended December 31, 2006. This decrease in consolidated gross margin is a result of the higher revenue growth experienced by our Media segment
compared to our other segments. As described more fully below, our Media segment gross margin is lower than the gross margin generated by our other segments.

Cost
of revenue for the Media segment increased $74.5 million, or 111.2%, to $141.5 million for the year ended December 31, 2006 compared to $67.0 million in
2005. The increase in cost of revenue was primarily related to the corresponding increase in Media segment revenue. Our Media segment gross margin of 63.1% for the year ended December 31, 2006
compared to 59.4% in 2005 reflects: a greater mix of lead generation revenue in 2006, which generates a higher gross margin than other components of Media segment revenue; and an improved gross margin
generated by our display advertising network business operations in 2006 compared to 2005. Lead generation revenue generates a higher gross margin than other components of the Media segment as certain
online advertising costs associated with our lead generation activities are classified as sales and marketing expense and not as cost of revenue as they are not directly related to a
revenue-generating event.

Cost
of revenue for the Affiliate Marketing segment was $19.8 million for the year ended December 31, 2006 compared to $17.1 million in 2005. Our Affiliate Marketing
segment gross margin remained relatively flat at 82.4% in 2006 and 82.1% in 2005. The slight improvement in Affiliate Marketing segment gross margin was due to operating leverage associated with the
higher revenue as discussed above.

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Cost
of revenue for the Comparison Shopping segment was $2.2 million for the year ended December 31, 2006 compared to $664,000 in 2005. Our Comparison Shopping segment
gross margin decreased to 91.7% for 2006 from 96.2% in 2005 due to: an increase in revenue generated from revenue-share arrangements associated with traffic from publisher partners; the launch of
Pricerunner in the United States in mid-2005; and, due to higher depreciation expense.

Technology
segment cost of revenue was $5.4 million for the year ended December 31, 2006 compared to $5.3 million in 2005. Our Technology segment gross margin
decreased to 79.0% in 2006 from 80.5% in 2005 due to the lower revenue described above and the relatively fixed nature of the components of cost of revenue for this segment. As the gross margin for
the Technology segment is highly dependent upon revenue due to the existing operating leverage, any increases or decreases in segment revenue may have a significant impact on segment gross margin.



Sales and Marketing.Sales and marketing expenses for the year ended December 31, 2006 were $162.9 million
compared to $75.6 million in 2005, an increase of $87.3 million, or 115.4%. Sales and marketing expenses increased primarily due to the inclusion of sales and marketing expenses,
including online advertising costs, for E-Babylon, acquired in June 2005, Webclients, acquired in June 2005, and Fastclick, acquired in September 2005, all of which are included in the
Media segment. Additionally, increases in online advertising costs related to our lead generation and e-commerce activities from our historical businesses, an increase in stock-based
compensation of $3.6 million, and increases in our worldwide sales and marketing staff contributed to the increase in sales and marketing expenses. Our sales and marketing expenses as a
percentage of revenue increased to 29.9% for the year ended December 31, 2006 compared to 24.9% in 2005, primarily driven by higher online advertising costs as described above.

General and Administrative.General and administrative expenses increased to $58.1 million for the year ended
December 31, 2006 compared to $40.9 million in 2005, an increase of $17.2 million, or 42.1%. General and administrative expenses increased primarily due to the inclusion of
incremental months of general and administrative expenses of E-Babylon, Webclients and Fastclick, an increase of $7.0 million in professional services fees including audit, legal,
Sarbanes-Oxley compliance, and tax, an increase of $4.9 million in stock-based compensation, and increased compensation and related employee benefit costs to support the growth in our business.
Our general and administrative expenses
as a percentage of revenue decreased to 10.7% for the year ended December 31, 2006 compared to 13.5% in 2005, primarily as a result of the operating leverage associated with higher revenue.

Technology.Technology expenses for the year ended December 31, 2006 were $32.8 million compared to
$22.1 million in 2005, an increase of $10.7 million, or 48.2%. The increase in technology expenses was due primarily to the inclusion of incremental months of technology expenses of
E-Babylon, Webclients and Fastclick, increased stock-based compensation of $1.4 million, and the overall growth in our business. Our technology expenses as a percentage of revenue
decreased to 6.0% for the year ended December 31, 2006 compared to 7.3% in 2005, primarily as a result of the operating leverage associated with higher revenue.

Segment Income from Operations.Media segment income from operations for the year ended
December 31, 2006 increased 145.9%, or $55.9 million, to $94.2 million, from $38.3 million in the prior year, and represented 24.6% and 23.2% of Media segment revenue in
these respective periods. The improved operating margin in our Media segment was primarily attributable to the acquisitions of E-Babylon, Webclients, and Fastclick, and the operating
leverage associated with the higher revenue generated by our historical businesses as described above.

39

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Affiliate
Marketing segment income from operations for the year ended December 31, 2006 increased 28.8%, or $12.9 million, to $57.9 million, from
$45.0 million in the prior year, and represented 51.6% and 46.9% of Affiliate Marketing segment revenue in these respective periods. The improved operating margin in our Affiliate Marketing
segment was primarily attributable to the operating leverage associated with the higher revenue as described above.

Comparison
Shopping segment income from operations for the year ended December 31, 2006 increased to $3.1 million, from $2.0 million in the prior year, and
represented 11.7% and 11.8% of Comparison Shopping segment revenue in these respective periods. The $1.0 million increase in Comparison Shopping segment income from operations was due to the
higher revenue as described above.

Technology
segment income from operations for the year ended December 31, 2006 decreased to $7.6 million, from $9.3 million in the prior year, and represented 29.6%
and 34.4% of Technology segment revenue in these respective periods. The decrease in Technology segment income from operations and the decline in the operating margin were attributable to the lower
revenue as described above and the related operating leverage impact.

Stock-Based Compensation.We adopted SFAS No. 123 (revised 2004), "Share-Based Payment,"
("SFAS 123(R)") as of January 1, 2006. SFAS 123(R) requires us to recognize stock-based compensation equal to the grant date fair value of stock options issued to employees and
directors. Prior to January 1, 2006, we did not record any stock-based compensation for stock options granted with an exercise price equal to the fair market value of our common stock on the
date of grant. Stock-based compensation for the year ended December 31, 2006 amounted to $11.9 million compared to $2.0 million in 2005. The increase of $9.9 million was
due to stock-based compensation recognized under SFAS 123(R).

Amortization of Intangible Assets.Amortization of intangible assets for the year ended
December 31, 2006 was $21.8 million compared to $12.2 million in 2005. This expense represents the amortization of intangible assets acquired through business combinations. The
increase compared to the prior year was due to the intangible assets purchased in the E-Babylon, Webclients, Fastclick, and Shopping.net acquisitions.

Interest Income, net.Interest income, net, was $8.0 million for the year ended
December 31, 2006 compared to $5.1 million for the year ended December 31, 2005. The increase was primarily attributable to the interest expense of $794,000 recorded in 2005
related to short-term debt that was fully repaid in September 2005 (as more fully described in the Liquidity and Capital Resources section below under Short-Term Debt) and the
effects of increasing average investment yields as a result of interest rate increases in 2005 and 2006.

Income Tax Expense.For the year ended December 31, 2006, we recorded an income tax expense of
$47.6 million compared to $28.8 million in 2005. The increase in the effective income tax rate for the year ended December 31, 2006 to 43.2% from 41.5% for the year ended
December 31, 2005 was primarily due to the higher relative profit contribution from our domestic operations, which are generally subject to higher tax rates than our international operations,
and the impact of SFAS 123(R).

Liquidity and Capital Resources

Since our inception, we have financed our operations through working capital generated from operations, equity financing and corporate development activities. At
December 31, 2007, our combined cash and cash equivalents and current and non-current marketable securities balances totaled $287.5 million.

40

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Net
cash provided by operating activities totaled $142.5 million for the year ended December 31, 2007 compared to $114.2 million in 2006 and $60.7 million in
2005. The increase in net cash provided by operating activities of $28.3 million from 2006 to 2007 was primarily due to an increase in our net income before non-cash depreciation,
amortization and stock-based compensation of $20.6 million, and an increase in the amount of net positive working capital changes. The increase in net cash provided by operating activities from
2005 to 2006 of $53.6 million was largely due to an increase of $21.9 million in our net income adjusted for the impact of non-cash items including depreciation, amortization
expense resulting from our 2005 and 2006 acquisitions and non-cash, stock-based compensation as a result of the adoption of SFAS 123(R) in 2006, offset by a change in the
classification of excess tax benefits from stock option exercises from the operating activities section of the consolidated statement of cash flows to the financing activities section as required by
SFAS 123(R).

Net
cash used in investing activities for the year ended December 31, 2007 of $110.5 million was the result of net cash used of $102.1 million, net, related to the
acquisition of MeziMedia and $9.3 million used for equipment purchases, offset by proceeds from the net sales and maturities of marketable securities of $0.9 million. For the year ended
December 31, 2006, net cash used in investing activities of $32.5 million was the result of net cash used of $11.1 million for the acquisition of Shopping.net,
$10.2 million for property and equipment purchases, $10.2 million of net purchases of marketable securities, and $1.0 million of additional consideration paid related to our
acquisition of HiSpeed Media in December 2003. For the year ended December 31, 2005 net cash used in investing activities totaled $48.2 million and resulted primarily from the use of
$59.6 million for the acquisition of E-Babylon, Webclients and Fastclick, and $9.0 million of property and equipment purchases, offset by net sales of marketable securities
of $20.4 million.

Net
cash used in financing activities for the year ended December 31, 2007 of $26.3 million was primarily attributable to $44.0 million used to repurchase our common
stock under our stock repurchase program, offset by proceeds of $13.2 million received from the exercises of stock options and $4.5 million of excess tax benefits from stock option
exercises. Net cash used in financing activities for the year ended December 31, 2006 of $54.6 million was primarily attributable to $103.4 million used to repurchase our common
stock under our stock repurchase program as described below under Stock Repurchase Program, offset by proceeds of $30.4 million received from the exercises of stock options and
$18.6 million of excess tax benefits from stock option exercises. For the year ended December 31, 2005, net cash provided by financing activities of $8.5 million was primarily
attributable to proceeds received from the exercises of stock options of $14.4 million, partially offset by the repurchase of $5.7 million of the Company's common stock under our Stock
Repurchase Program.

Marketable Securities

Marketable securities as of December 31, 2007 consisted of highly rated municipal, U.S. government agency and corporate securities with maturities of less
than two years, and highly rated municipal auction rate securities. Auction rate securities provide liquidity via a dutch auction process that resets the applicable interest rate at predetermined
calendar intervals, usually every seven to thirty-five days. This mechanism allows existing investors either to rollover their holdings, whereby they would continue to own their respective
interest in the auction rate security, or to gain immediate liquidity by selling such interests at par. As of December 31, 2007, our marketable securities portfolio, which totaled
$204.8 million, included $78.8 million of AAA rated auction rate securities consisting principally of insured or government supported municipal debt obligations. None of the auction rate
securities in our portfolio are mortgage-backed, and, through December 31, 2007, there had been no failed auctions related to these securities. In January 2008, we liquidated a substantial
portion of our auction rate securities at par and the remaining auction rate securities with January auction reset dates had successful auctions at which their interest rates were reset. At the end of
February 2008, $34.3 million of auction rate securities remained in our portfolio and auctions for $30 million of these

41

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securities
failed in February 2008. These failures resulted in the interest rates on these investments resetting to contractually stipulated "fail rates" that are variable based on short term
municipal bond or other market indices, or fixed rates that may result in us earning above-market interest rates on these investments. In the event we need to access these funds, we will not be able
to do so until a future auction on these investments is successful, the issuer redeems the outstanding securities, the securities mature, or we sell the securities in the secondary market. As a result
of this development and remaining uncertainty in the market for auction rate securities, we have classified $34.1 million of auction rate securities as "non-current" in the
accompanying consolidated balance sheet as of December 31, 2007.

Short-Term Debt

In June 2005, in connection with the closing of the acquisition of Webclients as discussed in note 3 to the consolidated financial statements, we entered
into a Master Repurchase Agreement ("Repurchase Agreement") with a major financial institution under which we borrowed $91.7 million and pledged marketable securities with a fair value of
$94.2 million as collateral. Under the terms of the Repurchase Agreement, we were required to pay interest at the Federal Funds rate plus 30 basis points. For the year ended December 31,
2005, we incurred interest expense related to the Repurchase Agreement of $794,000 at an average annualized rate of 3.73%. We repaid all outstanding principal and interest due under the Repurchase
Agreement as of September 30, 2005 using a combination of cash generated from operations, maturities of previously pledged marketable securities and cash acquired in the Fastclick acquisition.
While we may elect to borrow additional funds in the future under a similar agreement, the amount of such borrowing and the related terms will be subject to approval by the financial counter-party,
and there can be no guarantee that we will be able to borrow upon terms that are favorable to us.

Stock Repurchase Program

In September 2001, our board of directors authorized a stock repurchase program ("the Program") to allow for the repurchase of shares of our common stock at
prevailing market prices in the open market or through unsolicited negotiated transactions. Since the inception of the Program and through December 31, 2006, our board of directors had
authorized a total of $245 million for repurchases under the Program and we had repurchased a total of 32.6 million shares of our common stock for $179.1 million. As of
December 31, 2006, we had $65.9 million available under the Program. The amounts authorized by our board of directors exclude broker commissions.

During
the year ended December 31, 2007, our board of directors increased the authorization of the Program by $34.1 million, and we repurchased 2.3 million shares of
our common stock for $44 million, including broker commissions. As of December 31, 2007, up to an additional $56 million of our capital may be used to repurchase shares of our
outstanding common stock under the Program. Repurchases have been funded from available working capital and all shares have been retired subsequent to their repurchase. There is no guarantee as to the
exact number of shares that will be repurchased by us, and we may discontinue repurchases at any time that management or the board of directors determines additional repurchases are not warranted.

42

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Commitments and Contingencies

Contractual obligations at December 31, 2007 are as follows (in thousands):

|                                                             |                               | Payments due by period
|------------------------------------------------------------ | ----------------------------- | ----------------------
|
|Operating leases(1)                                          |                               | $                     
|Purchase obligations(2)                                      |                               |                       
|Liability for unrecognized tax benefits(3)                   |                               |                       
|Contingent consideration related to MeziMedia acquisition(4) |                               |                       
|                                                             |                               |                       
|                                                             | Total contractual obligations |                       

---

Other
commercial commitments as of December 31, 2007 are as follows (in thousands):

Other Commercial CommitmentsTotal

Less than
1 year

1 to less
than
3 years

3 to less
than
5 years

More than
5 yearsStandby letters of credit

$
585





$
585




The
standby letters of credit are maintained pursuant to certain of our lease agreements. The standby letters of credit remain in effect at declining levels through the terms of the
related leases. Certificates of deposit of $500,000 maintained by us at financial institutions that issued the standby letters of credit are included in cash and cash equivalents as of
December 31, 2007.

43

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In
the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to
certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by
third-parties. In addition, we have entered into indemnification agreements with our directors and certain of our officers and employees that will require us, among other things, to indemnify them
against certain liabilities that may arise by reason of their status or service as directors, officers or employees. We have also agreed to indemnify certain former officers, directors and employees
of acquired companies in connection with the acquisition of such companies. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our
directors and certain of our officers, employees and former officers, directors and employees of acquired companies, in certain circumstances.

It
is not possible to determine the maximum potential amount of exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique
facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses.

We
believe that our existing cash and cash equivalents and our liquid marketable securities, combined with our expectation that we will generate cash flows from operations in fiscal
2008, will provide us with sufficient liquidity to fund our operations and capital requirements for at least the next twelve months. However, it is possible that we may need or elect to raise
additional funds to fund our activities beyond the next year or to consummate acquisitions of other businesses, products or technologies. We could raise such funds by selling more stock to the public
or to selected investors, or by borrowing money. In addition, even though we may not need additional funds, we may still elect to sell additional equity securities or obtain credit facilities for
other reasons. We cannot assure you that we will be able to obtain additional funds on commercially favorable terms, or at all. If we raise additional funds by issuing additional equity or convertible
debt securities, the ownership percentages of existing stockholders may be reduced. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to those
of the holders of our common stock.

Although
we believe we have sufficient capital to fund our activities for at least the next twelve months, our future capital requirements may vary materially from those now planned. The
amount of capital that we will need in the future will depend on many factors, including:



44

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Off-Balance Sheet Arrangements



Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates
and assumptions, including, but not limited to, those related to revenue recognition, allowance for doubtful accounts and sales credits, investments, income taxes, goodwill and other intangible
assets, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and
assumptions.

We
apply the following critical accounting policies in the preparation of our consolidated financial statements:





45

---





46

---







47

---





Year Ended December 31,2007

2006Risk-free interest rates

4.5
%
4.7
%Expected lives (in years)

3.6

3.6Dividend yield

0
%
0
%Expected volatility

48
%
49
%




48

---







49

---







Recently Issued Accounting Standards

In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 (revised 2007),
"Business Combinations" ("SFAS 141R"). SFAS 141R requires that upon initially obtaining control, an acquirer will recognize 100% of the fair values of acquired assets, including
goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100% of its target. Additionally, contingent consideration arrangements will be fair valued at
the acquisition date and included on that basis in the purchase price consideration and transaction costs will be expensed as incurred. SFAS 141R also modifies the recognition for
preacquisition contingencies, such as environmental or legal issues, restructuring plans and acquired research and development value in purchase accounting. SFAS 141R amends SFAS
No. 109, "Accounting for Income Taxes," to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in
income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. SFAS 141R is effective for us for business combinations
for which the acquisition date is on or after January 1, 2009. The impact of adopting SFAS 141R will be dependent on the future business combinations that we may pursue after its
effective date.

In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements" ("SFAS 160"). This Statement amends Accounting
Research Bulletin No. 51,

50

---



"Consolidated
Financial Statements," to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.
SFAS 160 is required to be adopted simultaneously with SFAS 141R and is effective for us on January 1, 2009. We do not currently have any non-controlling interests in
our subsidiaries, and accordingly, the adoption of SFAS 160 is not expected to have a material impact on our consolidated financial position, cash flows or results of operations.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). This Statement defines fair value as used in numerous accounting pronouncements,
establishes a framework for measuring fair value under GAAP and expands disclosures related to the use of fair value measures in financial statements. SFAS 157 is effective for us on
January 1, 2008. In February 2008, the FASB issued FASB Staff Position, "FSP FAS 157-2Effective Date of FASB Statement No. 157," which delays the
effective date of SFAS 157 for one year for certain nonfinancial
assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Excluded from the scope of
SFAS 157 are certain leasing transactions accounted for under SFAS No. 13, "Accounting for Leases." The exclusion does not apply to fair value measurements of assets and liabilities
recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS 157. We do not expect that the adoption of SFAS 157 will have a
material impact on our consolidated financial position, cash flows or results of operations.

In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement
No. 115" ("SFAS 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates, amends FASB
Statement No. 115 "Accounting for Certain Investments in Debt and Equity Securities" and expands disclosures related to the use of fair value measures in financial statements. SFAS 159
is effective for us on January 1, 2008. We do not believe that the adoption of SFAS 159 will have a material impact on our consolidated financial position, cash flows or results of
operations.

Inflation

Inflation was not a material factor in either revenue or operating expenses during the fiscal years ended December 31, 2007, 2006 and 2005.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

The primary objective of our investment activities is to preserve capital while at the same time maximizing yields without significantly increasing risk. We are
exposed to the impact of interest rate changes and changes in the market values of our investments in marketable securities. Our interest income is sensitive to changes in the general level of U.S.
interest rates. Our exposure to market rate risk for changes in interest rates relates primarily to our marketable securities portfolio. We have not used derivative financial instruments in our
marketable securities portfolio. We invest a portion of our excess cash in debt instruments of high-quality issuers and, by policy, limit the amount of credit exposure to any one issuer.
We protect and preserve our invested funds by limiting default,
market and reinvestment risk. Investments in both fixed-rate and floating-rate interest-earning instruments carry a degree of interest rate risk. Fixed-rate
securities may have their fair market value adversely impacted due to a rise in interest rates, while floating-rate securities may produce less income than expected if interest rates fall.
Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if forced to sell securities which have
declined in market value due to changes in interest rates.

51

---



Marketable
securities as of December 31, 2007 consist of highly rated municipal, U.S. government agency and corporate securities with maturities of less than two years, and highly
rated municipal auction rate securities. Auction rate securities provide liquidity via a dutch auction process that resets the applicable interest rate at predetermined calendar intervals
("auction reset dates"), usually every seven to thirty-five days. This mechanism allows existing investors either to rollover their holdings, whereby they would continue to own their
respective interest in the auction rate security, or to gain immediate liquidity by selling such interests at par. See further discussion of our marketable securities portfolio and auction rate
securities holdings in the "Liquidity and Capital Resources" section of Item 7 of this Form 10-K under the header "Marketable Securities".

Management's
internal investment policy requires a weighted-average time to maturity of the overall investment portfolio to be no greater than 365 days and allows for
auction-rate securities to be weighted based on the auction reset date. As of December 31, 2007, our investments in marketable securities had a weighted-average time to maturity of
208 days. We classify all of our investments as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized
gains and losses, net of tax, reported in a separate component of stockholders' equity. As of December 31, 2007, net unrealized gains in our investments in marketable securities aggregated
$412,000.

During
the year ended December 31, 2007, our investments in marketable securities yielded an annual effective interest rate of 3.90% and an annual taxable equivalent yield of
5.56%. If interest rates were to decrease 100 basis points, the result would be an annual decrease in our interest income related to our cash and cash equivalents and marketable securities of
approximately $2.9 million.

FOREIGN CURRENCY RISK

We transact business in various foreign countries and are thus subject to exposure from adverse movements in foreign currency exchange rates. This exposure is
primarily related to revenue and
operating expenses of our foreign subsidiaries, which denominate their transactions primarily in British Pounds, Euros, Swedish Kronor, Japanese Yen, and Chinese Yuan Renminbi. The effect of foreign
currency exchange rate fluctuations for the year ended December 31, 2007 was not material to the consolidated results of operations. If there were an adverse change of 10% in overall foreign
currency exchange rates over an entire year, the result of translations would be a reduction of revenue of approximately $10.2 million, a reduction of income before income taxes of
approximately $0.9 million and a reduction of net assets, excluding intercompany balances, of approximately $9.3 million. Historically, we have not hedged our exposure to currency
exchange rate fluctuations. Accordingly, we may experience economic loss and a negative impact on earnings, cash flows or equity as a result of foreign currency exchange rate fluctuations. We assess
the need to utilize financial instruments to hedge currency exchange rate exposures on an ongoing basis. As of December 31, 2007, we had $45.0 million in cash and cash equivalents and
$21.5 million in total current liabilities denominated in foreign currencies, including British Pounds, Euros, Swedish Kronor, Japanese Yen, and Chinese Yuan Renminbi.

Our
international business is subject to risks typical of an international business, including, but not limited to, differing economic conditions, changes in political climate, differing
tax structures, other regulations and restrictions, and foreign currency exchange rate volatility. Accordingly, our future results could be materially and adversely affected by changes in these or
other factors.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's financial statements, schedules and supplementary data, as listed under Item 15, appear in a separate section of this annual report on
Form 10-K beginning on page F-1.

52

---



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

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the Company's reports under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives.

In
connection with the preparation of this annual report on Form 10-K as of December 31, 2007, an evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act). Based on this evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures are effective as of
December 31, 2007 to ensure that the information required to be disclosed by it in reports or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including the Company's CEO and CFO, as appropriate, to allow timely
decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal
control over financial reporting includes those policies and procedures that:



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of
internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of

53

---



changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The
Company's management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") inInternal Control-Integrated Framework.
Based on this evaluation, the Company's management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2007.

Management
excluded from the assessment of the Company's internal control over financial reporting as of December 31, 2007 certain elements of the internal control over financial
reporting of MeziMedia because MeziMedia was acquired by the Company in a purchase business combination during 2007. Subsequent to the acquisition, certain elements of the acquired business' internal
control over financial reporting and related processes were integrated into the Company's existing systems and internal control over financial reporting. Those controls that were not integrated have
been excluded from management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. The excluded elements represent controls over
accounts of approximately 2% of the Company's consolidated assets as of December 31, 2007 and 8% of its consolidated revenue for the year then ended.

The
effectiveness of the Company's internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which appears in this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

Additionally, the Company's Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to the Company's internal control
over financial reporting during the three-month period ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over
financial reporting.

As
noted in note 3 to our consolidated financial statements, we acquired MeziMedia on July 30, 2007. During the three-month period ended December 30, 2007, we
continued the process of incorporating our internal control over financial reporting into MeziMedia.

ITEM 9B.    OTHER INFORMATION

None

54

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PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item is incorporated by reference from our definitive Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on
or about April 17, 2008.

We
have adopted a Code of Ethics and Business Conduct (the "Code") within the meaning of Item 406(b) of Regulation S-K. The Code applies to our principal
executive, financial and accounting, and other officers, and our directors, employees, agents, and consultants. The Code is publicly available on our website at www.valueclick.com under "About Us." If
we make substantive amendments to the Code or grant any waiver, including any implicit waiver, to our principal executive, financial or accounting, or other officers, or persons performing similar
functions, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K in accordance with applicable rules and regulations.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from our definitive Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on
or about April 17, 2008.

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

Equity Compensation Plan Information

The following table provides aggregated information with respect to our compensation plans under which equity securities of ValueClick are authorized for issuance
as of December 31, 2007:

|Plan category                                                 |  | Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights |  | Weighted-average
exercise price of
outstanding options,
warrants and rights(1) |       | Number of securities
remaining available
for future issuance
under equity
compensation plans(3)
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ | ----- | -----------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders        |  | 8,834,977                                                                                   |  | $                                                                              | 21.74 |                                                                                                
|Equity compensation plans not approved by security holders(2) |  | 290,501                                                                                     |  | $                                                                              | 31.04 |                                                                                                
|                                                              |  |                                                                                             |  |                                                                                |       |                                                                                                
|Total                                                         |  | 9,125,478                                                                                   |  | $                                                                              | 22.04 |                                                                                                
|                                                              |  |                                                                                             |  |                                                                                |       |                                                                                                

---

55

---





The
remaining information required by this Item is incorporated by reference from our definitive Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on or about
April 17, 2008.

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

The information required by this Item is incorporated by reference from our definitive Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on
our about April 17, 2008.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference from our definitive Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on
or about April 17, 2008.

56

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PART IV.

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

PageValueClick, Inc. Consolidated Financial StatementsReport of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

F-2Consolidated Balance Sheets at December 31, 2007 and 2006

F-4Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

F-5Consolidated Statements of Stockholders' Equity for the years ended December 31, 2007, 2006 and 2005

F-6Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

F-7Notes to Consolidated Financial Statements

F-8




Schedule IIValuation and Qualifying Accounts

F-40




57

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|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)         |  | Amended and Restated Agreement and Plan of Merger, dated as of July 24, 2007 and effective as of July 13, 2007, by and among ValueClick, MM Acquisition Corp. and MeziMedia                                                                                                                                                                                                                     
|2.2(2)         |  | Agreement and Plan of Merger, dated as of June 13, 2005, by and among ValueClick and E-Babylon, Inc.                                                                                                                                                                                                                                                                                            
|2.3(3)         |  | Agreement and Plan of Merger, dated as of June 10, 2005, by and among ValueClick, Spider Acquisition Corporation and Web Marketing Holdings, Inc.                                                                                                                                                                                                                                               
|2.4(4)         |  | Agreement and Plan of Merger and Reorganization, dated as of August 10, 2005, among ValueClick, Fastclick, Inc. and FC Acquisition Sub, Inc.                                                                                                                                                                                                                                                    
|2.5(5)         |  | Agreement and Plan of Merger, dated as of August 6, 2004, by and among ValueClick and Pricerunner AB                                                                                                                                                                                                                                                                                            
|2.6(6)         |  | Stock Purchase Agreement, dated January 29, 2004, by and among ValueClick and livedoor Co., Ltd (formerly Edge Co., Ltd), a Japanese Corporation                                                                                                                                                                                                                                                
|2.7(7)         |  | Agreement and Plan of Merger, dated as of December 7, 2003, by and among ValueClick, HS Acquisition Corporation and HiSpeed Media, Inc.                                                                                                                                                                                                                                                         
|2.8(8)         |  | Agreement and Plan of Merger, dated as of October 9, 2003, by and among ValueClick, NCJ Acquisition Corporation and Commission Junction, Inc.                                                                                                                                                                                                                                                   
|2.9(9)         |  | Agreement and Plan of Merger, dated as of May 30, 2003, by and among ValueClick, Search123.com Acquisition Corporation and Search123                                                                                                                                                                                                                                                            
|3.1(10)        |  | Second Amended and Restated Certificate of Incorporation of ValueClick                                                                                                                                                                                                                                                                                                                          
|3.2(11)        |  | Amended and Restated Bylaws of ValueClick                                                                                                                                                                                                                                                                                                                                                       
|4.1            |  | See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws for ValueClick, Inc. defining the rights of holders of common stock of ValueClick, Inc.                                                                                                                                                                                                                  
|4.2(12)        |  | Specimen stock certificate for the ValueClick common stock                                                                                                                                                                                                                                                                                                                                      
|4.3(13)        |  | Rights Agreement, dated as of June 4, 2002, between ValueClick, Inc. and Mellon Investor Services LLC, a New Jersey limited liability company, which includes the form of Certificate of Designation for the
Series A junior participating preferred stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C
|10.1(14)       |  | Form of Indemnification Agreement by and between ValueClick and directors and executive officers                                                                                                                                                                                                                                                                                                
|10.2(12)       |  | Deed of Assignment, dated January 1, 1999 by and between Web-Ignite Corporation and ValueClick                                                                                                                                                                                                                                                                                                  
|10.3(12)       |  | Trademark Assignment, dated as of May 1, 1998 from Web-Ignite Corporation to ValueClick                                                                                                                                                                                                                                                                                                         
|10.4(12)       |  | Exchange Agreement, dated December 31, 1998, by and between ValueClick and ValueClick, LLC                                                                                                                                                                                                                                                                                                      
|10.5(12)       |  | Bill of Sale and Assignment and Assumption of Liabilities, dated December 31, 1998                                                                                                                                                                                                                                                                                                              
|10.6(12)       |  | License and Option Agreement, dated January 1, 1999, by and between ValueClick, LLC and ValueClick Japan, Inc. in effect from January 1, 1999 to December 17, 1999                                                                                                                                                                                                                              
|10.7(12)       |  | Share Purchase Agreement, dated December 31, 1999, by and between ValueClick and James R. Zarley                                                                                                                                                                                                                                                                                                
|10.8(12)       |  | License Agreement, dated August 17, 1999, between ValueClick and ValueClick Europe, Limited                                                                                                                                                                                                                                                                                                     

58

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|10.9(15)   |  | 1999 Stock Option Plan, as amended, and form of option agreement                                                                                            
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10(16)  |  | 2002 Stock Incentive Plan and form of option agreement                                                                                                      
|10.11(17)  |  | 2007 Employee Stock Purchase Plan and form of subscription agreement                                                                                        
|10.12      |  | Key Employee Agreement between ValueClick and James R. Zarley dated February 7, 2008                                                                        
|10.13(18)  |  | Key Employee Agreement between ValueClick and Samuel J. Paisley dated January 1, 2002                                                                       
|10.14      |  | Key Employee Agreement between ValueClick and Peter Wolfert dated February 7, 2008                                                                          
|10.15      |  | Key Employee Agreement between ValueClick and Tom A. Vadnais dated February 7, 2008                                                                         
|10.16      |  | Key Employee Agreement between ValueClick and John P. Pitstick dated February 7, 2008                                                                       
|10.17      |  | Key Employee Agreement between ValueClick and Scott P. Barlow dated February 7, 2008                                                                        
|10.18(12)   |  | Intercompany License Agreement dated December 19, 1999, between ValueClick and ValueClick Japan, Inc.                                                       
|10. 19     |  | Key Employee Agreement between ValueClick and David Yovanno dated February 7, 2008.                                                                         
|16.1(19)    |  | Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated July 20, 2005                                                             
|21.1        |  | Subsidiaries of ValueClick                                                                                                                                  
|23.1        |  | Consent of PricewaterhouseCoopers LLP                                                                                                                       
|31.1        |  | Certification of CEO Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2        |  | Certification of CFO Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1        |  | Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                       

---

59

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60

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                   |                                                                                                      | Page
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----
|ValueClick, Inc. Consolidated Financial Statements |                                                                                                      |     
|                                                   | Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm                  |     
|                                                   | Consolidated Balance Sheets at December 31, 2007 and 2006                                            |     
|                                                   | Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005           |     
|                                                   | Consolidated Statements of Stockholders' Equity for the years ended December 31, 2007, 2006 and 2005 |     
|                                                   | Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005           |     
|                                                   | Notes to Consolidated Financial Statements                                                           |     
|                                                   | Schedule IIValuation and Qualifying Accounts                                                        |     

F-1

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
ValueClick, Inc.

In
our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of
ValueClick, Inc. and its subsidiaries at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended
December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index
appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's
management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our
audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the
financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As
discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in 2006.

As
discussed in Note 7 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions in 2007.

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

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject

F-2

---



to
the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded from its assessment of internal control over
financial reporting as of December 31, 2007 certain elements of the internal control over financial reporting of MeziMedia, Inc., because MeziMedia, Inc. was acquired by the
Company in a purchase business combination during 2007. Subsequent to the acquisition, certain elements of the acquired business's internal control over financial reporting and related processes were
integrated into the Company's existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management's assessment of the
effectiveness of internal control over financial reporting as of December 31, 2007. We have also excluded these elements of the internal control over financial reporting of the acquired
business from our audit of the Company's internal control over financial reporting. The excluded elements represent controls over accounts of approximately 2% of the Company's consolidated assets as
of December 31, 2007 and 8% of consolidated revenue for the year then ended.

/s/
PricewaterhouseCoopers LLP

Los
Angeles, California
February 29, 2008

F-3

---





VALUECLICK, INC.        CONSOLIDATED BALANCE SHEETS

|                                            |                                                                                                                                                                    | As of December 31,        
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------
|
|
|Assets                                      |                                                                                                                                                                    |                           
|Current assets:                             |                                                                                                                                                                    |                           
|                                            | Cash and cash equivalents                                                                                                                                          |                           
|                                            | Marketable securities                                                                                                                                              |                           
|                                            | Accounts receivable, net of allowances of $6,535 and $4,124 as of December 31, 2007 and 2006, respectively                                                         |                           
|                                            | Inventories                                                                                                                                                        |                           
|                                            | Prepaid expenses and other current assets                                                                                                                          |                           
|                                            | Income taxes receivable                                                                                                                                            |                           
|                                            | Deferred tax assets                                                                                                                                                |                           
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    | Total current assets      
|Marketable securities, less current portion |                                                                                                                                                                    |                           
|Property and equipment, net                 |                                                                                                                                                                    |                           
|Goodwill                                    |                                                                                                                                                                    |                           
|Intangible assets, net                      |                                                                                                                                                                    |                           
|Deferred tax assets, less current portion   |                                                                                                                                                                    |                           
|Other assets                                |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    | Total assets              
|                                            |                                                                                                                                                                    |                           
|Liabilities and Stockholders' Equity        |                                                                                                                                                                    |                           
|Current liabilities:                        |                                                                                                                                                                    |                           
|                                            | Accounts payable and accrued expenses                                                                                                                              |                           
|                                            | Income taxes payable                                                                                                                                               |                           
|                                            | Deferred revenue                                                                                                                                                   |                           
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    | Total current liabilities 
|Income taxes payable, less current portion  |                                                                                                                                                                    |                           
|Deferred tax liabilities                    |                                                                                                                                                                    |                           
|Other non-current liabilities               |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    | Total liabilities         
|                                            |                                                                                                                                                                    |                           
|Commitments and contingencies (note 13)     |                                                                                                                                                                    |                           
|Stockholders' equity:                       |                                                                                                                                                                    |                           
|                                            | Convertible preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at December 31, 2007 and 2006                         |                           
|                                            | Common stock, $0.001 par value; 500,000,000 shares authorized; 98,211,949 and 99,413,324 shares issued and outstanding at December 31, 2007 and 2006, respectively |                           
|                                            | Additional paid-in capital                                                                                                                                         |                           
|                                            | Accumulated other comprehensive income                                                                                                                             |                           
|                                            | Retained earnings                                                                                                                                                  |                           
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    | Total stockholders' equity
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    |                           
|                                            |                                                                                                                                                                    |                           

The
accompanying notes are an integral part of these consolidated financial statements.

F-4

---





VALUECLICK, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                       |                                                                                                                                  | For the Year Ended December 31, |        
|---------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | -------
|
|
|Revenue                                                                |                                                                                                                                  | $                               | 645,616
|Cost of revenue                                                        |                                                                                                                                  |                                 | 204,601
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       | Gross profit                                                                                                                     |                                 |        
|Operating expenses:                                                    |                                                                                                                                  |                                 |        
|                                                                       | Sales and marketing (includes stock-based compensation of $5,101, $4,429 and $817 for 2007, 2006 and 2005, respectively)         |                                 |        
|                                                                       | General and administrative (includes stock-based compensation of $10,937, $5,258 and $382 for 2007, 2006 and 2005, respectively) |                                 |        
|                                                                       | Technology (includes stock-based compensation of $2,449, $2,253 and $823 for 2007, 2006 and 2005, respectively)                  |                                 |        
|                                                                       | Amortization of intangible assets                                                                                                |                                 |        
|                                                                       | Restructuring benefit, net                                                                                                       |                                 |        
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       |                                                                                                                                  | Total operating expenses        |        
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       | Income from operations                                                                                                           |                                 |        
|Interest income, net                                                   |                                                                                                                                  |                                 | 12,053 
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       | Income before income taxes                                                                                                       |                                 |        
|Income tax expense                                                     |                                                                                                                                  |                                 | 51,633 
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       |                                                                                                                                  | Net income                      |        
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       | Basic net income per common share                                                                                                |                                 | $      
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       | Diluted net income per common share                                                                                              |                                 | $      
|                                                                       |                                                                                                                                  |                                 |        
|Weighted-average shares used to calculate net income per common share: |                                                                                                                                  |                                 |        
|                                                                       | Basic                                                                                                                            |                                 |        
|                                                                       |                                                                                                                                  |                                 |        
|                                                                       | Diluted                                                                                                                          |                                 |        
|                                                                       |                                                                                                                                  |                                 |        

The
accompanying notes are an integral part of these consolidated financial statements.

F-5

---





VALUECLICK, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

|                             |                                                                                                                                                 | Preferred Stock                                             |   | Common Stock |   |   |             |            |   | Accumulated
Other
Comprehensive
Income (Loss) |    | Retained
Earnings
(Accumulated
Deficit) |         |         |  
|---------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | - | ------------ | - | - | ----------- | ---------- | - | --------------------------------------------- | -- | --------------------------------------- | ------- | ------- | -
|
|
|
|Balance at December 31, 2004 |                                                                                                                                                 |                                                             |   |              |   |   | 82,032,522  |            | $ | 82                                            |    | $                                       | 361,662 |         | $
|                             | Amortization of deferred stock-based compensation                                                                                               |                                                             |  |              |   |  |             |           |   |                                               |   |                                         |         |        |  
|                             | Deferred stock-based compensation adjustment for forfeited stock options                                                                        |                                                             |  |              |   |  |             |           |   |                                               |   |                                         |         | (18     | )
|                             | Exercises of stock options                                                                                                                      |                                                             |  |              |   |  |             | 3,015,936  |   |                                               | 3  |                                         |         | 14,440  |  
|                             | Issuance of shares in business combinationsWebclients and Fastclick                                                                            |                                                             |  |              |   |  |             | 17,436,864 |   |                                               | 17 |                                         |         | 220,832 |  
|                             | Assumed options in the Webclients and Fastclick business combinations                                                                           |                                                             |  |              |   |  |             |           |   |                                               |   |                                         |         | 14,122  |  
|                             | Deferred stock-based compensation                                                                                                               |                                                             |  |              |   |  |             |           |   |                                               |   |                                         |         | 705     |  
|                             | Repurchase and retirement of common stock                                                                                                       |                                                             |  |              |   |  |             | (587,388   | ) |                                               |   |                                         |         | (2,599  | )
|                             | Tax benefit from stock option exercises                                                                                                         |                                                             |  |              |   |  |             |           |   |                                               |   |                                         |         | 8,468   |  
|                             | Comprehensive income:                                                                                                                           |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             |                                                                                                                                                 | Net income                                                  |   |             |   |   |            |            |  |                                               |    |                                        |         |         | 
|                             |                                                                                                                                                 | Change in market value of marketable securities, net of tax |   |             |   |   |            |            |  |                                               |    |                                        |         |         | 
|                             |                                                                                                                                                 | Foreign currency translation                                |   |             |   |   |            |            |  |                                               |    |                                        |         |         | 
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             | Total comprehensive income                                                                                                                      |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|Balance at December 31, 2005 |                                                                                                                                                 |                                                            |   |              |  |   | 101,897,934 |            |   | 102                                           |    |                                         | 617,612 |         |  
|                             | Reclassification of deferred stock-based compensation in connection with the adoption of Statement of Financial Accounting Standards No. 123(R) |                                                             |  |              |   |  |             |           |   |                                               |    |                                         |         | (638    | )
|                             | Non-cash, stock-based compensation                                                                                                              |                                                             |  |              |   |  |             |           |   |                                               |    |                                         |         | 10,410  |  
|                             | Exercises of stock options                                                                                                                      |                                                             |  |              |   |  |             | 4,419,809  |   |                                               | 4  |                                         |         | 30,377  |  
|                             | Repurchase and retirement of common stock                                                                                                       |                                                             |  |              |   |  |             | (6,904,419 | ) |                                               | (7 | )                                       |         | (41,914 | )
|                             | Tax benefit from stock option exercises                                                                                                         |                                                             |  |              |   |  |             |           |   |                                               |    |                                         |         | 17,037  |  
|                             | Comprehensive income:                                                                                                                           |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             |                                                                                                                                                 | Net income                                                  |   |             |   |   |            |            |  |                                               |    |                                         |         |         | 
|                             |                                                                                                                                                 | Change in market value of marketable securities, net of tax |   |             |   |   |            |            |  |                                               |    |                                         |         |         | 
|                             |                                                                                                                                                 | Foreign currency translation                                |   |             |   |   |            |            |  |                                               |    |                                         |         |         | 
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             | Total comprehensive income                                                                                                                      |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|Balance at December 31, 2006 |                                                                                                                                                 |                                                            |   |              |  |   | 99,413,324  |            |   | 99                                            |    | $                                       | 632,884 |         |  
|                             | Non-cash, stock-based compensation                                                                                                              |                                                             |  |              |   |  |             |           |   |                                               |    |                                         |         | 18,332  |  
|                             | Exercises of stock options                                                                                                                      |                                                             |  |              |   |  |             | 1,102,184  |   |                                               | 1  |                                         |         | 13,209  |  
|                             | Repurchase and retirement of common stock                                                                                                       |                                                             |  |              |   |  |             | (2,303,559 | ) |                                               | (2 | )                                       |         | (15,055 | )
|                             | Tax benefit from stock option exercises                                                                                                         |                                                             |  |              |   |  |             |           |   |                                               |    |                                         |         | 4,060   |  
|                             | Comprehensive income:                                                                                                                           |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             |                                                                                                                                                 | Net income                                                  |   |             |   |   |            |            |  |                                               |    |                                         |         |         | 
|                             |                                                                                                                                                 | Change in market value of marketable securities, net of tax |   |             |   |   |            |            |  |                                               |    |                                         |         |         | 
|                             |                                                                                                                                                 | Foreign currency translation                                |   |             |   |   |            |            |  |                                               |    |                                         |         |         | 
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             | Total comprehensive income                                                                                                                      |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  
|Balance at December 31, 2007 |                                                                                                                                                 |                                                            |   | $            |  |   | 98,211,949  |            | $ | 98                                            |    | $                                       | 653,430 |         | $
|                             |                                                                                                                                                 |                                                             |   |              |   |   |             |            |   |                                               |    |                                         |         |         |  

The accompanying notes are an integral part of these consolidated financial statements.

F-6

---





VALUECLICK, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                  |                                                                              | For the Year Ended December 31,                |                                                    
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------------- | ---------------------------------------------------
|
|
|Cash flows from operating activities:                                             |                                                                              |                                                |                                                    
|                                                                                  | Net income                                                                   |                                                | $                                                  
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                              |                                                |                                                    
|                                                                                  | Depreciation and amortization expense                                        |                                                |                                                    
|                                                                                  | Restructuring benefit, net                                                   |                                                |                                                    
|                                                                                  | Provision for doubtful accounts and sales credits                            |                                                |                                                    
|                                                                                  | Non-cash, stock-based compensation                                           |                                                |                                                    
|                                                                                  | Benefit from deferred income taxes                                           |                                                |                                                    
|                                                                                  | Tax benefit from stock option exercises                                      |                                                |                                                    
|                                                                                  | Excess tax benefit from stock option exercises                               |                                                |                                                    
|                                                                                  | Changes in operating assets and liabilities, net of effects of acquisitions: |                                                |                                                    
|                                                                                  |                                                                              | Accounts receivable                            |                                                    
|                                                                                  |                                                                              | Prepaid expenses, inventories and other assets |                                                    
|                                                                                  |                                                                              | Accounts payable and accrued expenses          |                                                    
|                                                                                  |                                                                              | Income taxes receivable/payable                |                                                    
|                                                                                  |                                                                              | Deferred revenue                               |                                                    
|                                                                                  |                                                                              | Other non-current liabilities                  |                                                    
|                                                                                  |                                                                              |                                                |                                                    
|                                                                                  |                                                                              |                                                | Net cash provided by operating activities          
|                                                                                  |                                                                              |                                                |                                                    
|Cash flows from investing activities:                                             |                                                                              |                                                |                                                    
|                                                                                  | Proceeds from the maturities and sales of marketable securities              |                                                |                                                    
|                                                                                  | Purchases of marketable securities                                           |                                                |                                                    
|                                                                                  | Acquisition of businesses, net of cash acquired                              |                                                |                                                    
|                                                                                  | Purchases of property and equipment                                          |                                                |                                                    
|                                                                                  |                                                                              |                                                |                                                    
|                                                                                  |                                                                              |                                                | Net cash used in investing activities              
|                                                                                  |                                                                              |                                                |                                                    
|Cash flows from financing activities:                                             |                                                                              |                                                |                                                    
|                                                                                  | Repurchases and retirement of common stock                                   |                                                |                                                    
|                                                                                  | Proceeds from exercises of stock options                                     |                                                |                                                    
|                                                                                  | Proceeds from short-term debt                                                |                                                |                                                    
|                                                                                  | Repayment of short-term debt and capital lease obligations                   |                                                |                                                    
|                                                                                  | Excess tax benefit from stock option exercises                               |                                                |                                                    
|                                                                                  |                                                                              |                                                |                                                    
|                                                                                  |                                                                              |                                                | Net cash (used in) provided by financing activities
|                                                                                  |                                                                              |                                                | Effect of foreign currency translations            
|                                                                                  |                                                                              |                                                |                                                    
|                                                                                  |                                                                              |                                                | Net increase in cash and cash equivalents          
|Cash and cash equivalents, beginning of period                                    |                                                                              |                                                | 76,769                                             
|                                                                                  |                                                                              |                                                |                                                    
|Cash and cash equivalents, end of period                                          |                                                                              | $                                              | 82,767                                             
|                                                                                  |                                                                              |                                                |                                                    
|Supplemental disclosures of cash flow information:                                |                                                                              |                                                |                                                    
|                                                                                  | Cash paid for interest                                                       |                                                | $                                                  
|                                                                                  | Cash paid for income taxes, net                                              |                                                | $                                                  
|Non-cash investing and financing activities:                                      |                                                                              |                                                |                                                    
|                                                                                  | Issuance of common stock in business combinations                            |                                                | $                                                  
|                                                                                  | Stock options assumed in business combinations                               |                                                | $                                                  

The accompanying notes are an integral part of these consolidated financial statements.

F-7

---





VALUECLICK, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

ValueClick, Inc., and its subsidiaries ("ValueClick" or "the Company") offer a suite of products and services that enable marketers to advertise and sell
their products through all major online marketing channelsdisplay advertising, lead generation marketing, email marketing, search marketing, comparison shopping, and affiliate marketing.
The Company also offers technology infrastructure tools and services that enable advertisers and advertising agencies to implement and manage their own online display advertising and email campaigns,
and that assist online publishers with management of their website inventory. Additionally, the Company provides software that assists advertising agencies and other companies with information
management regarding their financial, workflow and offline media planning and buying processes. The broad range of products and services that the Company provides enables its advertiser customers to
address all aspects of the marketing process, from strategic planning through execution, including results measurement and campaign refinements. By combining the Company's media, affiliate marketing,
comparison shopping, and technology offerings with its experience in both online and offline marketing, the Company helps its advertiser customers around the world optimize their marketing campaigns
both on the Internet and through offline media.

The
Company derives its revenue from four business segments. These business segments are presented on a worldwide basis and include: Media, Affiliate Marketing, Comparison Shopping, and
Technology.

MEDIAValueClick's Media segment provides a comprehensive suite of online marketing services and tailored programs that help
marketers create and increase awareness for their products and brands, attract visitors and generate leads and sales through the Internet. The Company's Media segment has grown both organically and
through the acquisition of complementary businesses such as HiSpeed Media, completed in December 2003, Webclients and E-Babylon, both completed in June 2005, and Fastclick, completed in
September 2005.

The
Company's Media segment offers advertisers and advertising agencies a range of online media solutions in the categories of display advertising, lead generation marketing and email
marketing. The Company has aggregated thousands of online publishers to provide advertisers and advertising agencies with access to one of the largest display advertising networks. The Company also
sells a limited number of consumer products directly to end-user customers through Company-owned e-commerce websites.

The
Company's Media services are sold on a variety of pricing models, including cost-per-lead ("CPL"), cost-per-action
("CPA"), cost-per-thousand-impression ("CPM"), and cost-per-click ("CPC").

AFFILIATE MARKETINGValueClick's Affiliate Marketing segment, through the combination of: a large-scale
pay-for-performance model built on the Company's proprietary technology platforms; marketing expertise; and a large, quality advertising network, enables the Company's
advertiser customers to develop their own fully-commissioned online sales force comprised of third-party affiliate publishers. Affiliate Marketing segment revenues are driven primarily by a
combination of fixed fees and variable compensation that is generally based on either a percentage of commissions paid to affiliates or on a percentage of transaction revenue generated from the
programs managed with the Company's affiliate marketing platforms.

COMPARISON SHOPPINGValueClick's online comparison shopping destination websites enable consumers to research and compare
products from among thousands of online and/or offline merchants using the Company's proprietary technology. The Company gathers product and merchant data and organizes it into a comprehensive catalog
on its destination websites, along with relevant consumer and

F-8

---



professional
reviews. This Company's service is free for consumers, and customers primarily pay the Company on a CPC basis for traffic delivered to the customers' websites from listings on the
Company's websites. ValueClick's comparison shopping segment services are offered through the Company's wholly-owned subsidiaries Pricerunner, acquired in August 2004, Shopping.net, acquired in
December 2006, and MeziMedia, acquired in July 2007. Pricerunner operates comparison shopping destination websites in the United Kingdom, Sweden, the United States, Germany, France, Denmark, and
Austria. Shopping.net operates in the United Kingdom and MeziMedia operates its comparison shopping destination websites in the United States, Japan and Europe, primarily under the Smarter.com,
Shopica.com and Couponmountain.com brand names.

TECHNOLOGYValueClick's Technology segment operates through its wholly-owned subsidiaries Mediaplex and Mediaplex Systems,
which were acquired in October 2001.

Mediaplex
is an application services provider ("ASP") offering technology infrastructure tools and services that enable advertisers and advertising agencies to implement and manage their
own online display advertising and email campaigns, and that assist online publishers with management of their website inventory. Mediaplex's products are based on its proprietary MOJO®
technology platform, which has the ability, among other attributes, to automatically configure advertisements in response to real-time information from an advertiser's enterprise data
system and to provide ongoing campaign optimization. Revenues are primarily derived from software access and use charges. Mediaplex's products are priced primarily on a CPM or email-delivered basis.

Mediaplex
Systems is an ASP that uses proprietary technology to deliver Web-based enterprise management systems to advertising agencies, marketing communications companies,
public relations agencies, and other large corporate advertisers. The solutions that Mediaplex Systems provides span two primary categoriesagency management and media management.
Mediaplex Systems' revenue is generated primarily from monthly service fees paid by customers over the contractual service periods.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany transactions and balances
have been eliminated in consolidation.
The consolidated financial statements include the accounts of the Company and its subsidiaries from the acquisition date of majority voting control and through the date of disposition, if any.

Basis of Presentation and Use of Estimates

Accounting principles generally accepted in the United States require management of the Company to make estimates and assumptions in the preparation of these
consolidated financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions.

The
most significant areas that require management judgment and which are susceptible to possible change in the near term include the Company's revenue recognition, allowance for
doubtful accounts and sales credits, investments, stock-based compensation, income taxes, goodwill and other intangible assets, and contingencies and litigation. The accounting policies for these
areas are discussed elsewhere in these consolidated financial statements.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash
equivalents. At December 31, 2007 and 2006, cash equivalents consisted primarily of money market accounts.

F-9

---



Marketable Securities

Marketable securities are classified as available-for-sale and accordingly are recorded at fair value, based on quoted market rates, with
unrealized gains and losses reflected as a separate component of stockholders' equity titled accumulated other comprehensive income (loss), net of tax, until realized or until a determination is made
that an other-than-temporary decline in market value has occurred. Factors considered by management in assessing whether an other-than-temporary
impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the
investee; the severity and the duration of the impairment; and whether the Company has the ability to hold the investment to maturity. When it is determined that an
other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an
other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. The Company determined that no impairment of
its marketable securities existed at December 31, 2007. In addition, the Company classifies marketable securities as current or non-current based upon whether such assets are reasonably
expected to be realized in cash or sold or consumed during the normal operating cycle of the business. See note 2 for additional details on the Company's marketable securities portfolio and
events occurring subsequent to December 31, 2007 that impacted the classification of auction rate securities in the Company's consolidated balance sheet.

Accounts Receivable and Allowance for Doubtful Accounts and Sales Credits

Trade receivables are stated at gross invoice amount less an allowance for doubtful accounts and sales credits.

The
Company estimates its allowance for doubtful accounts using two methods. First, the Company evaluates specific accounts where information indicates the Company's customers may have
an inability to meet financial obligations, such as due to bankruptcy, and receivable amounts outstanding for an extended period beyond contractual terms. In these cases, the Company uses assumptions
and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be
collected. These specific allowances are re-evaluated and adjusted as additional information is received. Second, an allowance is established for all customers based on a range of loss
percentages applied to receivables aging categories based upon the Company's historical collection and write-off experience. The amounts calculated from each of these methods are analyzed
to determine the total amount of the allowance for doubtful accounts. The Company also estimates an allowance for sales credits based upon its historical sales credits experience.

Inventories

Inventories consist primarily of finished goods and are stated at the lower of cost or market value determined using the
First-In-First-Out ("FIFO") method. The Company reduces its inventory value for estimated obsolete and slow-moving inventory in an amount equal to the
difference between the cost of inventory and the net realizable value of the inventory based upon assumptions about future demand and market conditions.

Property and Equipment

Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the
straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased

F-10

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software,
three to five years for furniture and equipment, the shorter of five years or the term of the lease for leasehold improvements, three years for vehicles, and 30 years for buildings.

Business Combinations

The Company accounts for its acquisitions utilizing the purchase method of accounting. Under the purchase method of accounting, the total consideration paid is
allocated to the underlying assets and liabilities, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net tangible and
identifiable intangible assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities, identifiable intangible assets in particular, is subjective in
nature and often involves the use of significant estimates and assumptions including, but not limited to: estimates of revenue growth rates; determination of appropriate discount rates; estimates of
advertiser and publisher turnover rates; and estimates of terminal values. These assumptions are generally made based on available historical information. Definite-lived identifiable intangible assets
are amortized on a straight-line basis, as this basis approximates the expected cash flows from the Company's existing definite-lived identifiable intangible assets.

Goodwill

The Company tests goodwill for impairment in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets," (see note 4). Accordingly, goodwill is tested for impairment at least annually at the reporting unit level or whenever events or circumstances indicate that goodwill
might be impaired. The Company has determined its reporting units based on the guidance in SFAS No. 142 and Emerging Issues Task Force ("EITF") Issue D-101, "Clarification of
Reporting Unit Guidance in Paragraph 30 of FASB Statement No. 142." As of December 31, 2007, the Company's reporting units consisted of the Media, Affiliate Marketing, Comparison
Shopping, and Technology operating segments. The Company has elected to test for goodwill impairment annually as of December 31. The Company determined that there was no impairment of goodwill
for the years ended December 31, 2007, 2006 and 2005.

Long-lived Assets

Management evaluates the recoverability of the Company's identifiable intangible assets and other long-lived assets in accordance with SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets," which generally requires the assessment of these assets for recoverability when events or circumstances
indicate a potential impairment exists. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived
assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant
negative industry or economic trends; a significant decline in the Company's stock price for a sustained period of time; and changes in the Company's business strategy. In determining if an impairment
exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If an impairment is indicated based on a comparison of the assets'
carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair market value of the assets. The Company
determined that there was no impairment of long-lived assets for the years ended December 31, 2007, 2006 and 2005.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements" and
EITF 00-21, "Revenue Arrangements with

F-11

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Multiple
Deliverables." Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain,
collection of the related receivable is reasonably assured, and the fees are fixed or determinable.

Revenue
for the Company's Media and Comparison Shopping segments is recognized in the period that the advertising impressions, click-throughs or actions occur, when
lead-based information is delivered or, for the Company's e-commerce business, when consumer products are shipped, provided that no significant Company obligations remain,
collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. The Company acts as a principal in Media and Comparison Shopping segment transactions in that the
Company is the primary obligor to the advertiser customers. In accordance with the provisions of EITF Issue No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an
Agent," ("EITF 99-19"), revenue is recognized in the Company's Media and Comparison Shopping segments on a gross basis and publisher expenses that are directly related to a
revenue-generating event are recorded as a component of cost of revenue.

Revenue
for the Company's Affiliate Marketing segment is generated primarily from: commission fees earned from transactions, including product sales made by the Company's advertiser
customers, occurring on the Company's affiliate marketing networks; fixed monthly fees from program management services; fees earned, primarily on a CPC basis, from search syndication services;
commission fees earned for the Company's search engine marketing ("SEM") services; and, to a lesser extent, implementation fees. Commission fee revenue from transactions on the Company's affiliate
marketing networks and from the Company's SEM services are recognized on a net basis in accordance with the provisions of EITF 99-19 as the Company acts as an agent in these
transactions and the payments to publishers are the contractual obligation of the advertiser customers. Commission fee revenue is recognized in the period that the Company's advertiser customer
generates a sale or other agreed-upon action on the Company's affiliate marketing networks or as a result of the Company's SEM services, provided that no significant Company obligations
remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. Program management services fees revenue is recognized over the contractual service
period, provided no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. Search syndication services revenue is
recognized on a gross basis in accordance with the provisions of EITF 99-19, due to the fact that the Company is the primary obligor to its customer, and publisher expenses that are
directly related to a revenue-generating event are recorded as a component of cost of revenue. Search syndication services revenue is recognized in the period that a visitor to a website in the
Company's search syndication network completes a qualified search transaction, provided no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the
fees are fixed or determinable. Implementation fee revenue is recognized over the estimated customer lives, provided no significant Company obligations remain, collection of the resulting receivable
is reasonably assured, and the fees are fixed or determinable.

Revenue
for the Company's Technology segment is generated primarily from fixed monthly fees or monthly transaction volume-based fees earned by the Company for making its technologies
available to the Company's customers on an ASP basis. Such revenue is recognized monthly, provided no significant Company obligations remain, collection of the resulting receivable is reasonably
assured, and the fees are fixed or determinable. The Company also generates a nominal amount of other services fee revenue in its Technology segment. Such other services fee revenue is recognized when
the services are performed, provided no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable.

The
Company's customers do not have the right to take possession of the Company's software at any time during or after the term of the relevant customer agreement. Accordingly, as
prescribed by EITF Issue No. 00-3, "Application of AICPA Statement of Position 97-2 to Arrangements That Include

F-12

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the
Right to Use Software Stored on Another Entity's Hardware," the Company's revenue recognition is outside the scope of Statement of Position ("SOP") No. 97-2, "Software Revenue
Recognition."

Deferred
revenue consists primarily of the unrecognized portion of implementation fee revenue for the Company's Affiliate Marketing segment. Prepayments and amounts on deposit from
customers are classified as an advertiser deposit liability.

The
Company estimates a provision for sales returns which is recorded as a reduction to revenue. The provision for sales returns reflects an estimate of commission based fee reversals
related to product returns from consumers of the Company's Affiliate Marketing customers and product returns from the Company's e-commerce customers. In determining the estimate for sales
returns, the Company relies upon historical data, contract information and other factors. The estimated provision for sales returns can vary from actual results. More or less product may be returned
from consumers of the Company's Affiliate Marketing customers and from the Company's e-commerce customers as compared to what was estimated. These factors and unanticipated changes in the
economic and industry environment could make the provision for sales returns estimates differ from actual returns.

Cost of Revenue

Cost of revenue consists of: payments related to website publishers that are directly related to a revenue-generating event; labor costs; telecommunication costs;
and, depreciation of equipment related to the Company's revenue-generating technology infrastructure. The Company becomes obligated to make payments related to website publishers, online newsletters
and email lists in the period the advertising impressions, click-throughs, actions or lead-based information are delivered or occur. Such expenses are classified as cost of revenue in the
corresponding period in which the revenue is recognized in the accompanying consolidated statement of operations. Additionally, cost of revenue of the Company's Media segment e-commerce
business includes product costs and shipping and handling costs.

Sales and Marketing

Sales and marketing expenses consist primarily of compensation and employee benefits of sales and marketing, network development and related support teams,
certain online and offline advertising costs, travel, trade shows, and marketing materials. Online advertising costs included in sales and marketing expenses are comprised primarily of amounts that
the Company pays to website publishers that are not directly associated with a revenue-generating event.

Advertising
costs are expensed as incurred and totaled $119.6 million, $99.2 million and $34.5 million for the years ended December 31, 2007, 2006 and 2005,
respectively.

General and Administrative

General and administrative expenses include facilities costs, executive and administrative compensation and employee benefits, depreciation, professional services
fees, insurance costs, and other general overhead costs.

Technology

Technology expenses include costs associated with the maintenance of the Company's technology platforms, including compensation and employee benefits associated
with the Company's engineering and network operations departments, as well as costs for contracted services and supplies. The Company follows the guidance of SOP No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." No internal software development costs were capitalized in the years ended December 31, 2007, 2006 and
2005.

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Stock-based Compensation

On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment," ("SFAS 123(R)"), which requires the measurement
and recognition of compensation expense for all share-based awards issued by the Company to employees and directors based on estimated fair values. SFAS 123(R) supersedes the Company's previous
accounting under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") for periods beginning January l, 2006. In March 2005, the SEC issued
Staff Accounting Bulletin No. 107 ("SAB 107") relating to SFAS 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R).

The
Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006, the first
day of the Company's fiscal year. The Company's consolidated financial statements as of and for the year ended December 31, 2007 and 2006 reflect the impact of SFAS 123(R). In accordance
with the modified prospective transition method, the Company's consolidated financial statements for periods prior to 2006 have not been restated to reflect, and do not include, the impact of
SFAS 123(R).

SFAS 123(R)
requires companies to estimate the fair value of stock-based awards to employees and directors on the date of grant using an option-pricing model. The value of the
portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. Prior to the adoption of
SFAS 123(R), the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"). Under the intrinsic value method, no stock-based compensation had been recognized in the Company's consolidated statement of operations,
other than as related to stock options assumed in business combinations and SARs, because the exercise price of the Company's stock options granted to employees and directors equaled the fair market
value of the underlying common stock at the date of grant.

In
November 2005, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position No. FAS 123(R)-3, "Transition Election Related to Accounting for Tax
Effects of Share-Based Payment Awards" ("FSP 123(R)-3"). The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax
effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes a simplified method to establish the beginning balance of the additional
paid-in capital pool ("APIC pool") related to the tax effects of employee and director stock-based compensation, and to determine the subsequent impact on the APIC pool and the
consolidated statements of cash flows of the tax effects of employee and director stock-based awards that were outstanding upon adoption of SFAS 123(R).

SFAS 123(R)
prohibits recognition of a deferred tax asset for an excess tax benefit that has not been realized. The Company will recognize a benefit from stock-based compensation
in stockholders' equity if an incremental tax benefit is realized by following the ordering provisions of the U.S. tax law. In addition, the Company has elected to account for the indirect effects of
stock-based awards on other tax attributes, such as the research tax credit, through the consolidated statements of operations.

Refer
to note 9 "Stock-Based Compensation" for information on the impact of SFAS 123(R) and the assumptions used to calculate the fair value of share-based employee
compensation.

Foreign Currency Translation

The Company's foreign subsidiaries record their assets, liabilities and results of operations in their respective local currencies, which are their functional
currencies. The Company translates its subsidiaries' financial statements into U.S. dollars each reporting period for purposes of consolidation.

F-14

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Assets
and liabilities of the Company's foreign subsidiaries are translated at the period-end currency exchange rates while revenue, expenses, gains, and losses are
translated at the average currency exchange rates in effect for the period. Except for certain intercompany balances that have been designated as short-term in nature, the effects of these
translation adjustments are reported in a separate component of stockholders' equity titled accumulated other comprehensive income. The effects of the translation adjustments for those intercompany
balances that have been designated as short-term in nature are included in general and administrative expenses and were not significant for the years ended December 31, 2007 and
2006.

Transaction
gains and losses related to transactions with third-parties denominated in other than the functional currency were not significant for the years ended December 31,
2007, 2006 and 2005.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, marketable securities and
accounts receivable. Cash and cash equivalents are deposited in the local currency with a limited number of financial institutions in the United States and Europe. The balances in the United States
held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits and certain balances in Europe may not be insured. Marketable
securities are held in local currency with two major financial institutions and, with the exception of the Company's investments in certain municipal obligations, are generally not insured.

Credit
is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support
accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. At December 31, 2007, one customer
accounted for approximately 10.8% of the accounts receivable balance. At December 31, 2006, no customer comprised more than 10% of accounts receivable. For the years ended December 31,
2007, 2006 and 2005, no customer comprised more than 10% of total revenue.

Fair Value of Financial Instruments

The Company's financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable, and accrued expenses, are carried at
historical cost basis. At December 31, 2007 and 2006, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
The Company's marketable securities are carried at fair market value as discussed in note 2.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Under this
method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting
from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of
operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. A liability (including interest and penalties, if applicable) is established in the
consolidated financial statements to the extent a current benefit has been recognized

F-15

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on
a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Interest and penalties, if any, are included as components of income tax expense and income
taxes payable.

Basic and Diluted Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted
net income per common share is computed using the weighted-average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period.
Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and shares issuable under the Company's Employee Stock Purchase Plan, determined using the
treasury stock method. The Company determines potential windfall tax benefits and shortfalls on stock options on an "as if" basis for purposes of calculating assumed stock option proceeds under the
treasury stock method when determining the denominator for diluted net income per common share.

Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income" establishes standards for reporting comprehensive income and its components in financial statements.
Comprehensive income, as defined, includes all changes in equity (net assets) during a period from non-owner sources. The elements of comprehensive income, other than net income, relate to
foreign currency translation adjustments and unrealized gains/losses on marketable securities for the years ended December 31, 2007, 2006 and 2005. As of December 31, 2007, the
accumulated balance of the foreign currency translation adjustment was $9.0 million. Unrealized gains on marketable securities as of December 31, 2007 was $242,000, net of income tax
expense of $170,000. For the years ended December 31, 2005 and 2006, the Company had recorded a full valuation allowance against the related deferred tax asset associated with the unrealized
losses on marketable securities due to the uncertainty, during the respective periods, as to whether such losses and related deferred tax asset will be realized.

Business Segments

The Company uses the "management approach" defined in SFAS No. 131 "Disclosures About Segments at an Enterprise and Related Information"
("SFAS 131") to identify its operating segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the
basis for identifying the Company's reportable segments.

Recently Issued Accounting Standards

In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 (revised 2007),
"Business Combinations" ("SFAS 141R"). SFAS 141R requires that upon initially obtaining control, an acquirer will recognize 100% of the fair values of acquired assets, including
goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100% of its target. Additionally, contingent consideration arrangements will be fair valued at
the acquisition date and included on that basis in the purchase price consideration and transaction costs will be expensed as incurred. SFAS 141R also modifies the recognition for
preacquisition contingencies, such as environmental or legal issues, restructuring plans and acquired research and development value in purchase accounting. SFAS 141R amends SFAS
No. 109, "Accounting for Income Taxes," to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in
income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. SFAS 141R is effective for the Company for business

F-16

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combinations
for which the acquisition date is on or after January 1, 2009. The impact of adopting SFAS 141R will be dependent on the future business combinations that the Company may
pursue after its effective date.

In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements" ("SFAS 160"). This Statement amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 is required to be adopted simultaneously with SFAS 141R and is effective for the Company on January 1, 2009. The Company does not
currently have any non-controlling interests in its subsidiaries, and accordingly, the adoption of SFAS 160 is not expected to have a material impact on its consolidated financial
position, cash flows or results of operations.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"). This Statement defines fair value as used in numerous accounting pronouncements,
establishes a framework for measuring fair value under GAAP and expands disclosures related to the use of fair value measures in financial statements. SFAS 157 is effective for the Company on
January 1, 2008. In February 2008, the FASB issued FASB Staff Position, "FSP FAS 157-2Effective Date of FASB Statement No. 157," which delays the
effective date of SFAS 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on
a recurring basis (at least annually). Excluded from the scope of SFAS 157 are certain leasing transactions accounted for under SFAS No. 13, "Accounting for Leases." The exclusion does
not apply to fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS 157. The
Company does not expect that the adoption of SFAS 157 will have a material impact on its consolidated financial position, cash flows or results of operations.

In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement
No. 115" ("SFAS 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates, amends FASB
Statement No. 115 "Accounting for Certain Investments in Debt and Equity Securities" and expands disclosures related to the use of fair value measures in financial statements. SFAS 159
is effective for the Company on January 1, 2008. The Company does not believe that the adoption of SFAS 159 will have a material impact on its consolidated financial position, cash flows
or results of operations.

2. Marketable Securities

Marketable securities consisted of the following as of December 31, 2007 (in thousands):

Cost

Unrealized
Gains

Unrealized
Losses

Estimated
Fair ValueMunicipal obligations

$
197,462

$
453

$
(39
)
$
197,876U.S. agencies obligations


4,863


5


(1
)

4,867Corporate obligations


2,013





(6
)

2,007Total marketable securities

$
204,338

$
458

$
(46
)
$
204,750


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Marketable securities consisted of the following as of December 31, 2006 (in thousands):

Cost

Unrealized Gains

Unrealized Losses

Estimated Fair ValueMunicipal obligations

$
120,991

$


$
(107
)
$
120,884U.S. agencies obligations


68,597





(319
)

68,278Corporate obligations


15,680


3


(20
)

15,663Total marketable securities

$
205,268

$
3

$
(446
)
$
204,825


Auction
rate securities (included in municipal obligations and totaling $78.8 million as of December 31, 2007 and $55.1 million as of December 31, 2006) are
securities that are structured with short-term interest reset dates of generally less than 90 days but with maturities generally greater than 10 years. At the end of each
reset period, investors can attempt to sell or continue to hold
the securities at par value. These securities are classified in the table below based on their legal stated maturity date.

The
following table summarizes the amortized cost and estimated fair value of marketable securities classified by the remaining maturity of the security as of December 31, 2007
(in thousands):

Cost

Estimated Fair ValueDue within one year

$
54,173

$
54,299Due after one year through two years


62,125


62,369Due after two years


88,040


88,082Total

$
204,338

$
204,750


Realized
gains and losses from sales of marketable securities are included in interest income, net, in the consolidated statements of operations and were not significant for the years
ended December 31, 2007, 2006 and 2005. The Company recognizes realized gains and losses upon sale of marketable securities using the specific identification method.

Market
values were determined for each individual security in the investment portfolio based on quoted market prices. The unrealized losses related to these investments are attributed to
changes in interest rates and are considered to be temporary in nature. As of December 31, 2007, there were no auction rate securities in an unrealized loss position and there were no failed
auctions associated with the Company's auction rate securities through that date. In January 2008, we liquidated a substantial portion of our auction rate securities at par and the remaining auction
rate securities with January auction reset dates had successful auctions at which their interest rates were reset. At the end of February 2008, $34.3 million of auction rate securities remained
in our portfolio and auctions for $30 million of these securities failed in February 2008. These failures resulted in the interest rates on these investments resetting to contractually
stipulated "fail rates" that are variable based on short term
municipal bond or other market indices, or fixed rates that may result in us earning above-market interest rates on these investments. In the event we need to access these funds, we will not be able
to do so until a future auction on these investments is successful, the issuer redeems the outstanding securities, the securities mature, or we sell the securities in the secondary market. As a result
of this development and remaining uncertainty in the market for auction rate securities, we have classified $34.1 million of auction rate securities as "non-current" in the
accompanying consolidated balance sheet as of December 31, 2007.

The
following table summarizes, for all investments in an unrealized loss position, the fair value and gross unrealized losses of investments aggregated by type of investment instrument
and length of

F-18

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time
that individual securities have been in a continuous unrealized loss position as of December 31, 2007 (in thousands):

|                          |       | Less Than 12 Months |        | 12 Months or Greater |   | Total |    
|------------------------- | ----- | ------------------- | ------ | -------------------- | - | ----- | ---
|
|Municipal obligations     |       | $                   | 10,356 |                      | $ | (39   | )  
|U.S. agencies obligations |       |                     | 442    |                      |   |      |    
|Corporate obligations     |       |                     | 2,007  |                      |   | (6    | )  
|                          |       |                     |        |                      |   |       |    
|                          | Total |                     | $      | 12,805               |   | $     | (45
|                          |       |                     |        |                      |   |       |    

The
following table summarizes, for all investments in an unrealized loss position, the fair value and gross unrealized losses of investments aggregated by type of investment instrument
and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2006 (in thousands):

|                          |       | Less Than 12 Months |         | 12 Months or Greater |   | Total |     
|------------------------- | ----- | ------------------- | ------- | -------------------- | - | ----- | ----
|
|Municipal obligations     |       | $                   | 115,722 |                      | $ | (99   | )   
|U.S. agencies obligations |       |                     | 27,796  |                      |   | (139  | )   
|Corporate obligations     |       |                     |        |                      |   |      |     
|                          |       |                     |         |                      |   |       |     
|                          | Total |                     | $       | 143,518              |   | $     | (238
|                          |       |                     |         |                      |   |       |     

3. Recent Business Combinations and Investments

Purchases

MeziMedia.On July 30, 2007, the Company completed the acquisition of MeziMedia, a leading
operator of U.S. comparison shopping websites. Under the terms of the agreement, the Company acquired all outstanding equity interests in MeziMedia for initial cash consideration of
$96.3 million, net of cash acquired of $18.9 million, plus approximately $700,000 in transaction costs, resulting in a total initial cash consideration of $97.0 million.

F-19

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The
allocation of the initial purchase price (excluding $106.1 million of contingent consideration) to the assets acquired and liabilities assumed and the useful lives, in years,
assigned to intangible assets is considered final and was as follows (in thousands):

Cash acquired



$
18,944Other tangible assets acquired




9,540Useful lifeAmortizable intangible assets:Customer relationships

3


2,100Trademarks, trade names and domain names

5


10,400Developed technologies

4


26,700Covenants not to compete

4


7,500Total identifiable intangible assets




46,700Goodwill




58,025Total assets acquired




133,209Liabilities assumed




(17,230
)Total



$
115,979


The
intangible assets were valued using a combination of valuation methods, including future discounted cash flows expected to be generated from the assets, comparison of market prices
for other similar assets, and the cost of replacing the assets. The Company will amortize each intangible asset on a straight-line basis over the asset's useful life as this method
approximates the pattern
in which the economic benefits of the assets are consumed. All of the goodwill resulting from this acquisition is tax deductible.

In
addition to the initial cash consideration, the shareholders of MeziMedia earned $106.1 million in contingent cash consideration for achieving certain revenue and earnings
performance targets for the year ended December 31, 2007. The shareholders of MeziMedia may also be entitled to additional contingent cash consideration based on the achievement by MeziMedia of
certain revenue and earnings performance targets for the years ending December 31, 2008 and 2009. Total cash consideration, which includes the $97.0 million initial cash consideration
and transaction costs and the $106.1 million cash consideration related to fiscal 2007 performance, will range between approximately $203.1 million and $348.8 million, depending
on whether the performance targets are met for the years ending December 31, 2008 and 2009. The cash consideration earned related to MeziMedia's 2007 performance of $106.1 million has
been accounted for as additional purchase price and is included in Goodwill in the Company's consolidated balance sheet as of December 31, 2007. The amounts due have been accrued as a liability
in the accompanying consolidated balance sheet as of December 31, 2007 and were paid in February 2008. Future contingent cash consideration paid, if any, for fiscal 2008 and 2009 performance
will also be accounted for as additional purchase price and added to goodwill at the time the Company is able to determine the amount of such consideration.

MeziMedia
provides the Company with additional opportunities to monetize online traffic and expand its overall comparison shopping presence in the United States, China and Japan. This
factor contributed to a purchase price in excess of the fair value of MeziMedia's net tangible and intangible assets acquired, and, as a result, the Company has recorded goodwill in connection with
this transaction. The results of MeziMedia's operations are included in the Company's consolidated financial statements beginning on the date of acquisition.

F-20

---



Shopping.net.On December 1, 2006, the Company completed the acquisition of all of the
outstanding capital stock of Shopping.net for an aggregate purchase price of $13.9 million, consisting of cash consideration of $13.6 million and transaction costs of the acquisition of
$253,000. Of the total cash consideration, $10.9 million was paid on the closing date and the remaining $2.7 million was accrued and will be paid by December 1, 2008, subject to
any working capital adjustments identified by the Company subsequent to the closing date. Shopping.net, located in the United Kingdom, provides the Company with additional opportunities to monetize
online traffic and expand its overall comparison shopping presence in Europe. This factor contributed to a purchase price in excess of the fair value of Shopping.net's net tangible and intangible
assets acquired, and, as a result, the Company has recorded goodwill in connection with this transaction. The results of Shopping.net's operations are included in the Company's consolidated financial
statements beginning on the date of acquisition.

The
allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values and the useful lives, in years, assigned to intangible assets is
considered final and was as follows (in thousands):

Cash acquired



$
117Other tangible assets acquired




822Useful lifeAmortizable intangible assets:Advertiser relationships

0.5 - 1


700Domain names

4


9,071Developed websites

4


680Covenants not to compete

3


30Total identifiable intangible assets




10,481Goodwill




6,200Total assets acquired




17,620Liabilities assumed




(3,689
)Total



$
13,931


Fastclick.On September 27, 2005, the Company acquired 97% of the outstanding shares of
Fastclick common stock upon the closing of its tender offer for all shares of Fastclick common stock. On September 29, 2005, the Company acquired the remaining 3% of outstanding shares of
Fastclick common stock, at which time Fastclick became a wholly-owned subsidiary of the Company. Fastclick
provides online advertising services and technologies, and had developed an advertising network of more than 9,000 third-party publisher websites. Combined with ValueClick's then-existing
market position in online marketing services, the addition of Fastclick to the Company's suite of products and services positions ValueClick as one of the largest online advertising network providers.
This factor contributed to a purchase price in excess of the fair value of Fastclick's net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with
this transaction.

Under
the terms of the merger agreement, ValueClick acquired all of the outstanding capital stock of Fastclick for an aggregate purchase price of $215.7 million, consisting of
15.6 million shares of ValueClick common stock valued at $202.5 million (based on the average ValueClick common stock price at the public announcement date and several trading days
before and after that date), stock options assumed valued at $12.6 million using the Black-Scholes option-pricing model, and transaction costs of the acquisition of $600,000.

F-21

---



Webclients.On June 24, 2005, the Company completed the acquisition of Webclients, a leading
provider of online lead generation marketing services. Webclients' business activities complement the Company's other media businesses as well as its affiliate marketing businesses, and can be
leveraged across the Company's advertiser customer base. These factors contributed to a purchase price in excess of the fair value of Webclients' net tangible and intangible assets acquired, and, as a
result, the Company recorded goodwill in connection with this transaction.

Under
the terms of the acquisition agreement, ValueClick acquired all of the outstanding capital stock of Webclients for an aggregate purchase price of $142.5 million, consisting
of cash of $122.2 million, 1.8 million shares of ValueClick common stock valued at $18.4 million (based on the average ValueClick common stock price at the public announcement
date and several trading days before and after that date), stock options assumed valued at $1.5 million using the Black-Scholes option-pricing model, and transaction costs of the acquisition of
$420,000.

E-Babylon.On June 13, 2005, the Company completed the acquisition of
E-Babylon, a leading online marketer of ink jet cartridges and toner. E-Babylon expanded the Company's e-commerce channel and provided an infrastructure with the
capability to support all of the Company's e-commerce initiatives. These factors contributed to a purchase price in excess of the fair value of E-Babylon's net tangible and
intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction. Under the terms of the acquisition agreement, ValueClick acquired all of the
outstanding capital stock of E-Babylon for an aggregate purchase price of $14.8 million, consisting of cash of $14.7 million and transaction costs of the acquisition of
$112,000.

The
historical operating results of acquired entities prior to the respective acquisition dates have not been included in the Company's historical operating results. Pro forma data
(unaudited) for the years ended December 31, 2007 and 2006 as if the MeziMedia acquisition was completed at the beginning of the years 2006 and 2007 and the Shopping.net acquisition had been
effective as of the beginning of 2006 is as follows (in thousands, except per share data):

2007

2006(pro forma)

(pro forma)Revenue

$
690,425

$
589,380Net income

$
74,055

$
59,992Basic net income per common share

$
0.75

$
0.60Diluted net income per common share

$
0.74

$
0.59


These
unaudited, pro forma results of operations are not necessarily indicative of future operating results.

4. Goodwill and Intangible Assets

In accordance with the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), the Company does not amortize goodwill, but
rather tests goodwill for impairment annually as of December 31 at the reporting unit level using a fair value approach. No goodwill impairment was recorded as a result of the Company's annual
impairment test for the years ended December 31, 2007, 2006 and 2005. The Company determined its reporting units based on the guidance in SFAS No. 142 and EITF Issue D-101.
As of December 31, 2007, the Company's reporting units consisted of the Media, Affiliate Marketing, Comparison Shopping, and Technology operating segments.

F-22

---



As
required by SFAS No. 142, the Company assigned goodwill to its reporting units. Below is assigned goodwill by reporting unit (in thousands):

As of December 31,2007

2006Reporting UnitsMedia

$
232,000

$
231,925Affiliate Marketing


30,733


30,408Comparison Shopping


176,799


15,737Technology





Total goodwill

$
439,532

$
278,070


For
the year ended December 31, 2007, the increase in goodwill of $75,000 for Media and increase of $325,000 for Affiliate Marketing were due to the impact of currency exchange
rate fluctuations, partially offset by tax benefits from exercises of nonqualified employee stock options that were assumed and fully vested at the time of acquisition of Fastclick and Commission
Junction, respectively. The increase in goodwill for Comparison Shopping of $161.1 million was due to the acquisition of MeziMedia of $160.3 million and the impact of currency exchange
rate fluctuations of $786,000. The MeziMedia goodwill of $160.3 million includes the goodwill initially recognized upon consummation as well as additional goodwill recorded in conjunction with
the contingent cash consideration earned for achieving certain revenue and earnings performance targets for the year ended December 31, 2007. As of December 31, 2007, goodwill of
$185.1 million, of which $138.0 million related to MeziMedia, is tax deductible. As of December 31, 2006, $51.2 million of goodwill is tax deductible.

The
Company's acquired intangible assets as of December 31, 2007 are being amortized on a straight-line basis over the following weighted-average useful lives (in
years):

Weighted-
Average
Useful LifeCustomer, affiliate and advertiser relationships

7Trademarks, trade names and domain names

8Developed technologies and websites

4Covenants not to compete

3


F-23

---



The
gross carrying amounts and accumulated amortization of the Company's acquired intangible assets were as follows at December 31, 2007 and 2006 (in thousands):

Gross
Balance

Accumulated
Amortization

Net Carrying
AmountDecember 31, 2007:Customer, affiliate and advertiser relationships

$
83,445

$
(33,815
)
$
49,630Trademarks, trade names and domain names


38,145


(8,301
)

29,844Developed technologies and websites


31,921


(6,852
)

25,069Covenants not to compete


16,109


(7,673
)

8,436Total intangible assets

$
169,620

$
(56,641
)
$
112,979December 31, 2006:Customer, affiliate and advertiser relationships

$
86,027

$
(25,553
)
$
60,474Trademarks, trade names and domain names


27,862


(3,896
)

23,966Developed technologies and websites


6,890


(4,432
)

2,458Covenants not to compete


10,547


(6,062
)

4,485Total intangible assets

$
131,326

$
(39,943
)
$
91,383


In
2007, $46.7 million was added to the intangible asset balances related to the acquisition of MeziMedia, offset by write-offs of fully amortized intangible asset
balances of $9.7 million. In 2006, $10.5 million was added to the intangible asset balances related to the acquisition of Shopping.net. Amortization expense related to intangible assets
was $25.9 million, $21.8 million and $12.2 million for the years ended December 31, 2007, 2006 and 2005, respectively. Estimated intangible asset amortization expense for
the next five years ending December 31 and thereafter is as follows (in thousands):

2008

$
29,4722009

$
26,5982010

$
25,7542011

$
17,7752012

$
7,962Thereafter

$
5,418


F-24

---



5. Property and Equipment

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

As of December 31,2007

2006Land

$
1,470

$
1,470Building


1,330


1,330Computer equipment and purchased software


46,845


41,274Furniture and equipment


4,633


4,485Vehicles


137


74Leasehold improvements


2,827


2,76657,242


51,399Less: accumulated depreciation and amortization


(37,885
)

(32,404
)$
19,357

$
18,995


Total
depreciation expense, including the amortization of leasehold improvements, for the years ended December 31, 2007, 2006 and 2005 was $9.8 million, $9.3 million
and $7.1 million, respectively.

6. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

As of December 31,2007

2006Accounts payable, including amounts due to publishers

$
65,904

$
50,955Advertiser deposits


10,848


9,924Accrued salaries and benefits


9,862


7,237Accrued contingent consideration


106,065


Other accrued expenses


22,774


15,650$
215,453

$
83,766


Accrued
contingent consideration of $106.1 million as of December 31, 2007 represents the contingent cash consideration earned by MeziMedia for achieving certain revenue
and earnings performance targets for the year ended December 31, 2007 as per the terms of the merger agreement, and was paid in February 2008. See note 3.

7. Income Taxes

The components of income before income taxes are as follows (in thousands):

Year Ended December 31,2007

2006

2005United States

$
110,505

$
104,332

$
63,909Foreign


11,740


5,797


5,545Income before income taxes

$
122,245

$
110,129

$
69,454


F-25

---



Income
tax expense is comprised of the following provision (benefit) components (in thousands):

Year Ended December 31,2007

2006

2005Current:Federal

$
49,526

$
38,442

$
22,805State


13,798


12,526


6,207Foreign


4,263


2,273


1,81967,587


53,241


30,831Deferred:Federal


(10,918
)

(4,474
)

(1,182
)State


(3,106
)

(473
)

(293
)Foreign


(1,930
)

(739
)

(546
)(15,954
)

(5,686
)

(2,021
)Income tax expense

$
51,633

$
47,555

$
28,810


The
income tax benefit of employee stock options exercised during 2007, 2006 and 2005 in the amount of $4.1 million, $17.0 million and $8.5 million, respectively,
was recorded in additional paid-in capital and did not, therefore, result in a benefit in the consolidated statements of operations. For the years ended December 31, 2007, 2006 and
2005, the Company recorded a decrease to goodwill of $0.1 million, $2.7 million and $3.9 million, respectively, related to tax benefits from exercises in 2007, 2006 and 2005,
respectively, of nonqualified employee stock options that were assumed and fully vested at the time of acquisition.

The
components of the deferred tax assets and deferred tax liabilities are as follows (in thousands):

As of December 31,2007

2006Deferred tax assets:Net operating loss carryforwards

$
10,338

$
13,193Depreciation and amortization


9,089


10,825Stock options


5,472


821State tax


4,293


1,825Other


7,847


3,820Gross deferred tax assets


37,039


30,484Valuation allowance


(989
)

(1,173
)Net deferred tax assets


36,050


29,311Deferred tax liabilities:Acquired intangible assets


27,191


36,404Other


233


204Total deferred tax liabilities


27,424


36,608Net deferred tax assets (liabilities)

$
8,626

$
(7,297
)Current portion of net deferred tax assets

$
8,067

$
6,614Long-term portion of net deferred tax assets (liabilities)


559


(13,911
)Net deferred tax assets (liabilities)

$
8,626

$
(7,297
)


F-26

---



In evaluating the need for a valuation allowance at December 31, 2007 and 2006, the Company evaluated both positive and negative evidence in accordance with the requirements of
SFAS No. 109, "Accounting for Income Taxes." As of December 31, 2007, based upon both positive and negative evidence, the Company determined it is more likely than not that certain
deferred tax assets may not be realizable. As of December 31, 2007 and 2006, the valuation allowance attributable to deferred tax assets was $1.0 million and $1.2 million,
respectively, representing an overall decrease of $0.2 million. The decrease in the valuation allowance relates primarily to realization of tax benefits associated with state and foreign net
operating loss carryforwards. As of December 31, 2007, the Company had net operating loss carryforwards for federal and state purposes of $23.5 million and $9.8 million,
respectively. The federal and state net operating loss carryforwards begin to expire in 2019 and 2011, respectively.

The
Company adopted the provisions of FASB Interpretation 48, "Accounting for Uncertainty in Income Taxes," ("FIN 48") on January 1, 2007. Previously, the Company had
accounted for tax contingencies in accordance with SFAS No. 5, "Accounting for Contingencies." As required by FIN 48, which clarifies SFAS No. 109, "Accounting for Income Taxes,"
the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For
tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than
50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN 48 to all tax positions for which the
statute of limitations remained open. The implementation of FIN 48 did not result in a change in the Company's estimated liability for unrecognized tax benefits as of January 1, 2007.
The amount of unrecognized tax benefits as of January 1, 2007, was $48.6 million.

A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Unrecognized tax benefits balance at January 1, 2007

$
48,567Add:Additions based on tax positions related to the current year


19,887Additions for tax positions of prior years


364Deduct:Reductions as a result of lapse of applicable statute of limitations


(221
)Unrecognized tax benefits balance at December 31, 2007

$
68,597


The
amount of unrecognized tax benefits at December 31, 2007, includes $67.9 million of unrecognized tax benefits which, if ultimately recognized, will reduce the Company's
annual effective tax rate.

The
Company's policy is to recognize interest and penalties expense, if any, related to uncertain tax positions as a component of income tax expense. For the years ended
December 31, 2007 and 2006, the Company recognized $3.5 million and $1.7 million, respectively, in interest and penalties expense related to uncertain tax positions. As of
December 31, 2007 and January 1, 2007, the Company had an accrued liability of $6.3 million and $2.8 million, respectively, for interest and penalties related to uncertain
tax positions. These amounts are included in non-current income taxes payable.

The
Company's uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. These include the 2004 through 2007 tax years for
federal purposes, and the 2002 through 2007 tax years for various state and foreign jurisdictions. The Company is currently under examination by various state tax authorities for the 2002 through 2004
tax years. Facts and circumstances could arise in the twelve-month period following December 31, 2007 that could cause the Company to reduce the liability for unrecognized tax benefits,
including, but not limited to, settlement

F-27

---



of
income tax positions or expiration of the statutes of limitations. Since the ultimate resolution of uncertain tax positions depends on many factors and assumptions, the Company is not able to
estimate the range of potential changes in the liability for unrecognized tax benefits or the timing of such changes.

The
overall effective income tax rate differs from the statutory federal tax rate as follows:

Year Ended December 31,2007

2006

2005Tax provision based on the federal statutory rate

35.0
%
35.0
%
35.0
%State income taxes, net of federal benefit

5.7

7.1

5.9Stock-based compensation

0.4

0.7

0.1Research and experimentation credit

(0.3
)
(0.6
)
(0.4
)Effects of foreign income

(0.4
)
(0.4
)
(0.4
)Adjustment to valuation allowance, net of purchase accounting adjustments

(0.2
)
0.1

(0.6
)Other, net

2.0

1.3

1.9Overall effective income tax rate

42.2
%
43.2
%
41.5
%


The
Company files a consolidated federal income tax return as well as state and foreign tax returns.

As
of December 31, 2007, withholding and U.S. income taxes have not been provided on $12.8 million of unremitted earnings of certain non-U.S. subsidiaries
because such earnings will be permanently reinvested in foreign operations. The determination of taxes associated with the $12.8 million of unremitted earnings is not practicable.

8. Capitalization

Treasury Stock

In September 2001, the Company's board of directors authorized a stock repurchase program ("the Program") to allow for the repurchase of shares of the Company's
common stock at prevailing market prices in the open market or through unsolicited negotiated transactions. Since the inception of the Program and through December 31, 2006, the Company's board
of directors had authorized a total of $245 million for repurchases under the Program and the Company had repurchased a total of 32.6 million shares of its common stock for
$179.1 million. As of December 31, 2006, the Company had $65.9 million available under the Program. The amounts authorized by the Company's board of directors exclude broker
commissions.

During
the year ended December 31, 2007, the Company's board of directors increased the authorization of the Program by $34.1 million and the Company repurchased
2.3 million shares of our common stock for $44 million, including broker commissions. As of December 31, 2007, up to an additional $56 million of the Company's capital may
be used to repurchase shares of its outstanding common stock under the Program. Repurchases have been funded from available working capital and all shares have been retired subsequent to their
repurchase. There is no guarantee as to the exact number of shares that will be repurchased by the Company and the Company may discontinue repurchases at any time that management or the board of
directors determines additional repurchases are not warranted.

F-28

---



Stockholder Rights Plan

On June 4, 2002, the Company's board of directors declared a dividend of one preferred share purchase right for each outstanding share of the Company's
common stock. The dividend was payable on June 14, 2002 to the stockholders of record at the close of business on that date. Each right entitles the registered holder to purchase from the
Company one unit consisting of one-thousandth of a share of Series A junior participating preferred stock of the Company at a price of $25.00 per unit. The description and terms of
the rights are set forth in a Rights Agreement, dated as of June 4, 2002, by and between the Company and Mellon Investor Services LLC, a New Jersey Limited Liability Company, as Rights
Agent.

Until
the earlier to occur of (i) the close of business on the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of the Company's outstanding common stock or (ii) ten business days (or such later date as may be determined by action of the Company's board of directors
prior to such time as any person becomes an acquiring person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would
result in the bidder's beneficial ownership of 15% or more of the Company's outstanding common stock (the earlier of such dates being called the distribution date), the rights will be evidenced by the
Company's common stock certificates.

The
rights are not exercisable until the distribution date. The rights will expire at the close of business on June 4, 2012 unless the final expiration date is extended or the
rights are earlier redeemed or exchanged by the Company.

The
Series A junior participating preferred stock purchasable upon exercise of the rights will not be redeemable. Each share of Series A junior participating preferred
stock will be entitled to a dividend of 1,000 times the dividend declared per share of common stock. In the event of liquidation, the holders of the shares of Series A junior participating
preferred stock will be entitled to a payment of 1,000 times the payment made per share of common stock. Each share of Series A junior participating preferred stock will have 1,000 votes,
voting together with the common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, each share of Series A junior
participating preferred stock will be entitled to receive 1,000 times the amount received per share of common stock. These rights are protected by customary anti-dilution provisions.

The
terms of the rights may be amended by the board of directors of the Company without the consent of the holders of the rights except that from and after such time that there is an
acquiring person no amendment may adversely affect the interests of the holders of the rights.

Until
a right is exercised, the holder of a right will have no rights by virtue of ownership as a stockholder of the Company, including, without limitation, the right to vote or to
receive dividends.

9. Stock-Based Compensation

1999 Stock Option Plan and 2002 Stock Incentive Plan

On May 13, 1999, the Company's board of directors adopted and the stockholders approved the 1999 Stock Option Plan (the "1999 Stock Plan"). A total of
5,000,000 shares of common stock were reserved for issuance under the 1999 Stock Plan.

On
May 23, 2002, the Company's board of directors adopted and the stockholders approved the 2002 Stock Incentive Plan and reserved an additional 10,000,000 shares of common stock
for issuance under this plan. The 2002 Stock Incentive Plan replaced the 1999 Stock Plan and all available shares under the 1999 Stock Plan were transferred to the 2002 Stock Incentive Plan
(collectively the "2002

F-29

---



Stock
Plan"), resulting in 15,000,000 common shares reserved for issuance. In addition, the shares under the 2002 Stock Plan increase annually on January 1 of each year equal to 1% of the total
outstanding shares of ValueClick common stock as of the last day of the previous year. As of December 31, 2007, there are 87,764 shares available for future grant.

The
2002 Stock Plan provides for the granting of non-statutory and incentive stock options to, among other parties, employees, officers and directors of the Company. Stock
options granted to new employees or officers generally begin vesting on the new employee's or officer's first date of employment, and vest over a four-year period, with
one-fourth vesting on the first anniversary date and the remainder vesting pro-rata monthly over the remaining three years, and expire five to ten years from the date of grant.
Stock options granted to existing employees or officers typically vest on a monthly pro-rata basis over a four-year period and expire five to ten years from the date of grant.
Stock options granted to directors generally vest over a two-year period and expire five to ten years from the date of grant.

Assumed Stock Plans

Pursuant to the Company's business combinations with Fastclick, Webclients, HiSpeed Media, Commission Junction, Be Free, and Mediaplex, the Company assumed the
stock options and related plans as detailed below. No stock options are available for future grants under these plans.

|Name of Plan                                                             |  | Number of
Options |  | Exercise Prices
Per Share |  | Maximum
Exercise Term |  | Vesting Periods
|------------------------------------------------------------------------ |  | ----------------- |  | ------------------------- |  | --------------------- |  | ---------------
|Fastclick2004 Stock Plan and 2000 Stock Plan                            |  | 1,293,145         |  | $0.26 to $15.14           |  | 10 years              |  | Up to 4 years  
|Webclients2004 Stock Incentive Plan                                     |  | 349,044           |  | $10.39                    |  | 10 years              |  | Up to 4 years  
|HiSpeed Media2001 Stock Incentive Plan                                  |  | 80,710            |  | $1.99                     |  | 10 years              |  | Up to 4 years  
|Commission Junction2001 Stock Incentive Plan and 1999 Stock Option Plan |  | 1,217,693         |  | $3.45 to $8.62            |  | 10 years              |  | Up to 4 years  
|Be Free1998 Stock Incentive Plan                                        |  | 4,164,875         |  | $0.23 to $68.59           |  | 10 years              |  | Up to 4 years  
|Mediaplex1997 Stock Option Plan                                         |  | 2,762,912         |  | $1.22 to $247.99          |  | 10 years              |  | Up to 4 years  

F-30

---



Plan Activity

The following table summarizes activity under all of the Company's stock plans for the years ended December 31, 2007, 2006 and 2005:

|                                                                                 |                                       | Shares    |            | Weighted-
Average
Exercise Price |       | Weighted-
Average
Remaining
Contractual
Term |      | Aggregate
Intrinsic Value
|-------------------------------------------------------------------------------- | ------------------------------------- | --------- | ---------- | -------------------------------- | ----- | -------------------------------------------- | ---- | -------------------------
|
|Options outstanding at December 31, 2004                                         |                                       | 7,375,737 |            | $                                | 7.59  |                                              |      |                          
|                                                                                 | Granted                               |           | 4,144,436  |                                  | $     | 13.42                                        |      |                          
|                                                                                 | Assumed from Webclients and Fastclick |           | 1,642,189  |                                  | $     | 4.93                                         |      |                          
|                                                                                 | Exercised                             |           | (3,015,936 | )                                | $     | 4.79                                         |      |                          
|                                                                                 | Forfeited/expired                     |           | (608,469   | )                                | $     | 14.47                                        |      |                          
|                                                                                 |                                       |           |            |                                  |       |                                              |      |                          
|Options outstanding at December 31, 2005                                         |                                       | 9,537,957 |            | $                                | 10.11 |                                              |      |                          
|                                                                                 | Granted                               |           | 1,342,625  |                                  | $     | 16.99                                        |      |                          
|                                                                                 | Exercised                             |           | (4,419,809 | )                                | $     | 6.87                                         |      |                          
|                                                                                 | Forfeited/expired                     |           | (996,485   | )                                | $     | 14.27                                        |      |                          
|                                                                                 |                                       |           |            |                                  |       |                                              |      |                          
|Options outstanding at December 31, 2006                                         |                                       | 5,464,288 |            | $                                | 13.66 |                                              |      |                          
|                                                                                 | Granted                               |           | 6,300,000  |                                  | $     | 26.95                                        |      |                          
|                                                                                 | Exercised                             |           | (1,102,184 | )                                | $     | 12.00                                        |      |                          
|                                                                                 | Forfeited/expired                     |           | (1,536,626 | )                                | $     | 19.59                                        |      |                          
|                                                                                 |                                       |           |            |                                  |       |                                              |      |                          
|Options outstanding at December 31, 2007                                         |                                       | 9,125,478 |            | $                                | 22.04 |                                              | 4.89 |                          
|                                                                                 |                                       |           |            |                                  |       |                                              |      |                          
|Options vested at December 31, 2007 and expected to vest after December 31, 2007 |                                       | 8,829,283 |            | $                                | 21.99 |                                              | 4.89 |                          
|                                                                                 |                                       |           |            |                                  |       |                                              |      |                          
|Options exercisable at December 31, 2007                                         |                                       | 2,888,551 |            | $                                | 18.09 |                                              | 5.20 |                          
|                                                                                 |                                       |           |            |                                  |       |                                              |      |                          

The
total intrinsic value of stock options exercised during the years ended December 31, 2007, 2006 and 2005 was $16.9 million, $54.5 million and
$34.7 million, respectively. The weighted-average estimated grant date fair value of stock options granted for the years ended December 31, 2007, 2006 and 2005 was $10.74, $6.93 and
$7.97, respectively. The weighted-average estimated grant date fair value of $7.97 for the year ended December 31, 2005 includes the weighted-average fair value of stock options
assumed in business combinations of $12.42. Excluding stock options assumed in business combinations, the weighted-average estimated grant date fair value of stock options granted for the year ended
December 31, 2005 was $6.28.

As
of December 31, 2007 and 2006, there were $59.5 million and $25.9 million, respectively, of total unrecognized stock-based compensation related to unvested stock
options. The remaining vesting period for such unvested stock options ranges up to 4 years, with a weighted-average remaining vesting period of 2.9 years.

Employee Stock Purchase Plan

The Company commenced its Employee Stock Purchase Plan ("the Purchase Plan") in September 2007, which allows employees to purchase shares of the Company's common
stock through payroll deductions of up to 10 percent of their annual, eligible compensation subject to certain Internal Revenue Code and Purchase Plan limitations. The Purchase Plan provides
for the issuance of a maximum of 1.5 million shares of common stock. The price of common stock purchased under the Purchase Plan is equal to 85 percent of the lower of the fair market
value of the common stock on the commencement date of each twelve-month offering period or the specified purchase date. No shares

F-31

---



were
purchased for the year ended December 31, 2007. For the year ended December 31, 2007, stock-based compensation recognized under the Purchase Plan was $394,000. As of
December 31, 2007, there was $961,000 of unrecognized compensation cost related to the Purchase Plan which is expected to be recognized over a weighted average period of approximately five
months.

Stock Appreciation Rights Plan

In October 2005, the Company issued 311,000 share-equivalent Stock Appreciation Rights ("SARs") to certain former employees of Fastclick. The purpose of the SARs
was to provide certain individuals with an inducement to remain with the combined organization subsequent to the acquisition date. The SARs vested over either a four- or eight-quarter
period beginning October 1, 2005. The intrinsic value of the SARs that vested each quarter was settled in cash the following quarter. The SARs were classified as liability awards in accordance
with SFAS 123(R). As of December 31, 2007, all SARs were fully vested and paid. No SARs have been issued subsequent to October 2005.

Valuation and Expense Information under SFAS 123(R)

For the year ended December 31, 2007, the Company recognized stock-based compensation of $18.5 million, which included $17.9 million related
to stock options, $155,000 related to SARs, and $394,000 related to the Purchase Plan. For the year ended December 31, 2006, the Company recognized stock-based compensation of
$11.9 million, which includes $10.4 million related to stock options and $1.5 million related to SARs. The following table summarizes, by consolidated statement of operations line
item the impact of stock-based compensation and the related income tax benefits recognized for the year ended December 31, 2007 and 2006, (in thousands):

Year Ended December 31, 2007

Year Ended December 31, 2006Sales and marketing

$
5,101

$
4,429General and administrative


10,937


5,258Technology


2,449


2,253Stock-based compensation


18,487


11,940Related income tax benefits


(6,748
)

(3,980
)Stock-based compensation, net of tax benefits

$
11,739

$
7,960


The
Company has not capitalized as an asset any stock-based compensation for the years ended December 31, 2007, 2006 and 2005.

Prior
to adopting SFAS 123(R), the Company classified all tax benefits resulting from the exercise of stock options as an operating activity in the consolidated statements of cash
flows. SFAS 123(R) requires cash flows resulting from excess tax benefits to instead be classified as a financing activity. Excess tax benefits are realized tax benefits from tax deductions for
exercised stock options in excess of the deferred tax asset attributable to the recognized stock-based compensation for such stock options. Pursuant to the requirements of SFAS 123(R),
$4.5 million and $18.6 million of excess tax benefits for the years ended December 31, 2007 and 2006 have been classified as a financing activity in the consolidated statements of
cash flows.

F-32

---



The
Company calculated the estimated fair value of each stock-based award on the date of grant using the Black-Scholes option-pricing model and the following weighted-average
assumptions:

Stock OptionsYear Ended December 31,2007

2006

2005Risk-free interest rates

4.5
%
4.7
%
4.0
%Expected lives (in years)

3.6

3.6

3.6Dividend yield

0
%
0
%
0
%Expected volatility

48
%
49
%
57
%


|
|

Employee Stock
Purchase PlanYear Ended December 31,2007

2006

2005Risk-free interest rates

4.5
%


Expected lives (in years)

0.7



Dividend yield

0
%


Expected volatility

51
%





The
Company's computation of expected volatility for the years ended December 31, 2007 and 2006 was based on a combination of historical volatility and market-based implied
volatility from traded options on the Company's common stock. The Company believes that including market-based implied volatility in the calculation of expected volatility results in a more accurate
measure of the volatility expected in future periods. Prior to 2006, the computation of expected volatility was based entirely on historical volatility. The Company estimated the expected life of each
stock option granted in 2007 and 2006 using the short-cut method permissible under SAB 107, which utilizes the weighted-average expected life of each tranche of the granted stock
option, which was determined based on the sum of each tranche's vesting period plus one-half of the period from the vesting date of each tranche to its expiration. The expected life of
options granted under the Purchase Plan represents the weighted-average amount of time remaining in the twelve-month offering period. The risk-free interest rate is based on the implied
yield available on U.S. Treasury securities with an equivalent remaining term.

F-33

---



Pro forma Information for Periods Prior to the Adoption of SFAS 123(R)

Prior to the adoption of SFAS 123(R), the Company accounted for stock-based awards to employees, officers and directors using the intrinsic value method in
accordance with APB 25. The following table illustrates the effect on stock-based compensation, net income and net income per common share if the Company had applied the fair value recognition
provisions of SFAS 123 to its stock plans for the year ended December 31, 2005 (in thousands, except per share data):

Year Ended December 31,2005Net income, as reported

$
40,644Add:Stock-based compensation included in reported net income, net of related tax effects


1,271Deduct:Stock-based compensation determined under fair value-based method for all awards, net of related tax effects


(5,808
)Pro forma net income

$
36,107Net income per common share:Basicas reported

$
0.46Dilutedas reported

$
0.45Basicpro forma

$
0.41Dilutedpro forma

$
0.40


10. Net Income Per Common Share

The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data):

|                             |                                                                  | Year Ended December 31,
|---------------------------- | ---------------------------------------------------------------- | -----------------------
|
|Numerator:                   |                                                                  |                        
|                             | Net income                                                       |                        
|                             |                                                                  |                        
|Denominator:                 |                                                                  |                        
|                             | Denominator for basic calculationweighted-average common shares |                        
|                             | Weighted-average effect of dilutive securitiesstock options     |                        
|                             |                                                                  |                        
|                             | Denominator for diluted calculation                              |                        
|                             |                                                                  |                        
|Net income per common share: |                                                                  |                        
|                             | Basic                                                            |                        
|                             |                                                                  |                        
|                             | Diluted                                                          |                        
|                             |                                                                  |                        

The
diluted net income per common share computations exclude common stock options which were anti-dilutive as a result of their exercise price being greater than the average
market price of the Company's common stock for the respective years. The number of shares excluded from the diluted net income per common share computation was 4.2 million, 2.8 million
and 416,000 for the years ended December 31, 2007, 2006 and 2005, respectively.

F-34

---



11. Defined Contribution Plans

Prior to 2006, the Company had various savings plans (the "Savings Plans") that qualified as defined contribution plans under Section 401(k) of the
Internal Revenue Code. In 2006, the Savings Plans were consolidated into one savings plan (the "Master Savings Plan"), which also qualifies as a defined contribution plan under Section 401(k)
of the Internal Revenue Code. Under the Master Savings Plan, participating employees may defer a percentage of their eligible pre-tax earnings up to the Internal Revenue Service's annual
contribution limit. All full-time employees of the Company are eligible to participate in the Master Savings Plan. The Master Savings Plan does not permit investment of participant
contributions in the Company's common stock. Company matching contributions to the Master Savings Plan is discretionary. Company contributions to the Master Savings Plan amounted to $701,000, $445,000
and $395,000 for the years ended December 31, 2007, 2006 and 2005, respectively.

12. Related Party Transactions

In connection with the Webclients acquisition completed in June 2005, the Company assumed certain lease obligations with a property management partnership owned
in part by management of Webclients who remain employees of the Company. For the years ended December 31, 2007, 2006 and 2005, the Company recorded $473,000, $455,000 and $222,000,
respectively, in facilities expense associated with this operating lease agreement. As of December 31, 2007 and 2006, the Company had an outstanding amount due to this unaffiliated entity of
$9,000 and $1,000, respectively, which is reflected in accounts payable and accrued expenses.

13. Commitments and Contingencies

Leases

Future minimum lease payments as of December 31, 2007 under noncancellable operating leases, and related sublease income, with initial lease terms in
excess of one year, for the next five years and thereafter are as follows (in thousands):

Year Ending December 31:

Operating Lease Commitments

Operating Sublease Income2008

$
6,585

$
(582
)2009


5,065


(283
)2010


3,238


(267
)2011


1,324


2012


485


Thereafter





Total minimum lease payments

$
16,697

$
(1,132
)


Operating
leases consist primarily of facility leases. Certain of the Company's operating leases include escalation clauses that periodically adjust rental expense to reflect changes in
price indices. The Company records rent expense on a straight-line basis over the lease term.

Total
rent expense under operating leases, net of sublease income, was $5.6 million, $5.0 million and $3.8 million for the years ended December 31, 2007, 2006
and 2005, respectively.

F-35

---



As
of December 31, 2007, the Company had the following purchase obligations (in thousands):

Payments due by periodTotal

Less than
1 year

1 to less
than
3 years

3 to less
than
5 years

More than
5 yearsPurchase obligations

$
2,690

$
2,305

$
362

$
23

$



Purchase
obligations include agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms. Purchase obligations exclude agreements
that are cancelable without penalty.

Standby
letters of credit are maintained pursuant to certain of the Company's lease agreements. The standby letters of credit remain in effect at declining levels through the terms of
the related leases. Certificates of deposit of $500,000 maintained by the Company in connection with certain of these standby letters of credit are included in cash and cash equivalents as of
December 31, 2007 and 2006. Commitments under standby letters of credit as of December 31, 2007 are scheduled to expire as follows (in thousands):

Total

Less than
1 year

1 to less
than
3 years

3 to less
than
5 years

More than
5 yearsStandby letters of credit

$
585





$
585




Other Commitments

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and
other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of such agreements, services to be provided by the Company, or from
intellectual property infringement claims made by third-parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that
will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors,
officers or employees. The Company has also agreed to indemnify certain former officers, directors and employees of acquired companies in connection with the acquisition of such companies. The Company
maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers,
directors and employees of acquired companies, in certain circumstances.

It
is not possible to determine the maximum potential amount of exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique
facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses.

Legal Action

On May 16, 2007, the Company received a letter from the Federal Trade Commission ("FTC") stating that the FTC was conducting an inquiry to determine
whether the Company's lead generation activities violate either the Federal Trade Commission Act ("FTC Act") or the CAN-SPAM Act. Specifically, the FTC investigated certain ValueClick
websites which promise consumers a free gift of substantial value, and the manner in which the Company drives traffic to such websites, in particular through email. In the first quarter of 2008,
without admitting any wrongdoing, the Company and the FTC agreed to a stipulated injunction to resolve this matter. The agreement is subject to Department of Justice and presiding court approval. The
terms of the stipulated injunction include the payment of

F-36

---



$2.9 million
as well as guidelines under which the Company has agreed to operate its promotional lead generation activities. The Company recorded an accrual for the settlement payment
associated with the stipulated injunction under general and administrative expense in its consolidated financial statements for the year ended December 31, 2007. The agreement between the
Company and the FTC is for settlement purposes only, and does not constitute an admission by the Company that a law has been violated or that the facts as alleged in the FTC's complaint are true.

On
July 9, 2007, the Company received a letter from the FTC stating that the FTC was conducting an inquiry regarding advertising claims made by the Company's customers who offer
anti-spyware programs and the dissemination of such advertising. Specifically, the FTC investigated whether the Company or others engaged in unfair or deceptive acts or practices in
violation of the FTC Act. The Company was notified by the FTC in the first quarter of 2008 that its inquiry into this matter had concluded with no findings of any wrongdoing by the Company.

On
August 17, 2007, a purported securities fraud class action lawsuit was filed in the United States District Court for the Central District of California by Carl Waldrep, on
behalf of himself and all others similarly situated, presuming to represent all persons who purchased or otherwise acquired the
common stock of ValueClick, Inc. ("the Company") between November 1, 2006 and July 27, 2007. The lawsuit alleges violations of certain federal securities laws based upon the
Company and its officers alleged misrepresentation of materially false and misleading statements concerning the Company's compliance with laws and standards applicable to its lead generation business,
among other things. The lawsuit is brought against the Company, its Executive Chairman and its Chief Administrative Officer. Since August 17, 2007 and through the date of this filing, one other
similar purported class action was filed, and both actions have since been consolidated. The Company intends to defend itself vigorously. No amounts have been recorded in the Company's consolidated
financial statements as of December 31, 2007 related to this matter.

On
August 30, 2007, Plaintiff, David Marashlian, a ValueClick shareholder purportedly suing on behalf of the Company, filed a derivative suit against nominal defendant
ValueClick, Inc. and against individual ValueClick directors and executives (collectively with ValueClick, Inc. "the Defendants") in the Los Angeles County Superior Court. The Complaint
alleges that Defendants breached their fiduciary duties and asserts other related common law and statutory claims based on, among other things, alleged improper sales of stock and improper financial
reporting. The allegation arise from Plaintiff's claim that individual Defendants caused or allowed ValueClick to improperly conceal in its public statements that a material portion of its revenues
were generated from practices that violated the CAN-SPAM Act of 2003 among other things. On October 31, 2007, plaintiff Susan Lacerenza, a ValueClick shareholder who previously had
filed a derivative action in Los Angeles County Superior Court, dismissed that action and re-filed her complaint in the United States District Court for the Central District of California.
The Company intends to defend itself vigorously against these and related allegations. No amounts have been recorded in the Company's consolidated financial statements as of December 31, 2007
related to these matters.

From
time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters
alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, except as discussed above, nor is the Company aware of
any pending or threatened litigation that would have a material adverse effect on the Company's business, operating results, cash flows or financial condition should such litigation be resolved
unfavorably.

14. Segments and Geographic Information

The Company derives its revenue from four business segments. These business segments are presented on a worldwide basis and include: Media, Affiliate Marketing,
Comparison Shopping, and

F-37

---



Technology.
The following table provides revenue, segment income from operations and total assets for each of the Company's four business segments. Segment income from operations, as shown below,
excludes the effects of: stock-based compensation; amortization of intangible assets; restructuring benefit, net; and corporate expenses as these items are excluded from the segment performance
measures utilized by the Company's chief operating decision maker in evaluating the performance of the segments. Corporate expenses consist of those costs not directly attributable to a business
segment, and include: salaries and benefits for the Company's executive, finance, legal, corporate governance, human resources, and facilities organizations; fees for professional service providers
including audit, legal, tax, and Sarbanes-Oxley compliance; insurance; and, other corporate expenses.

|                      |  | Revenue |         | Segment Income from
Operations |   | Total Assets
|--------------------- |  | ------- | ------- | ------------------------------ | - | ------------
|
|
|Media                 |  | $       | 386,735 |                                | $ | 382,973     
|Affiliate Marketing   |  |         | 136,696 |                                |   | 112,150     
|Comparison Shopping   |  |         | 92,020  |                                |   | 26,217      
|Technology            |  |         | 32,538  |                                |   | 25,714      
|Inter-segment revenue |  |         | (2,373  | )                              |   | (1,438      
|                      |  |         |         |                                |   |             
|Total                 |  | $       | 645,616 |                                | $ | 545,616     
|                      |  |         |         |                                |   |             

A reconciliation of segment income from operations to consolidated income from operations is as follows for each period (in thousands):

Segment Income from Operations2007

2006

2005Segment income from operations

$
184,916

$
162,797

$
94,608Corporate expenses


(30,288
)

(26,932
)

(16,103
)Stock-based compensation


(18,487
)

(11,940
)

(2,022
)Amortization of intangible assets


(25,949
)

(21,801
)

(12,179
)Restructuring benefit, net








73Consolidated income from operations

$
110,192

$
102,124

$
64,377


Depreciation
and amortization expense included in the determination of segment income from operations as presented above for the Media, Affiliate Marketing, Comparison Shopping, and
Technology segments was $3.4 million, $2.4 million, $1.3 million, and $1.7 million, respectively, for the year ended December 31, 2007; $3.2 million,
$2.8 million, $756,000, and $1.9 million, respectively, for the year ended December 31, 2006; and, $1.6 million, $2.8 million, $286,000, and $1.8 million,
respectively, for the year ended December 31, 2005. Depreciation and amortization expense included in corporate expenses in the determination of consolidated income from operations was
$907,000, $622,000 and $640,000 for the years ended December 31, 2007, 2006 and 2005, respectively.

The
Company's operations are domiciled in the United States with operations in Europe, China and Japan through wholly-owned subsidiaries. Revenue is attributed to individual countries
based upon the country in which the customer relationship is maintained. The Company's operations in China primarily support the revenue generated in the United States, and therefore, the costs
associated with these operations are attributed to the United States in the determination of geographic income from
operations shown below. Geographic long-lived assets exclude non-current marketable securities, deferred tax assets and other assets in the Company's consolidated balance sheets.

F-38

---



The
Company's geographic information was as follows (in thousands):

Year Ended
December 31, 2007Revenue

Income from
Operations

Long-lived
Assets at
December 31,
2007United States

$
556,031

$
101,586

$
528,639International


100,818


8,606


43,229Inter-regional eliminations


(11,233
)




Total

$
645,616

$
110,192

$
571,868


|
|

Year Ended
December 31, 2006Revenue

Income from
Operations

Long-lived
Assets at
December 31,
2006United States

$
486,773

$
95,980

$
342,313International


69,740


6,144


46,135Inter-regional eliminations


(10,897
)




Total

$
545,616

$
102,124

$
388,448


|
|

Year Ended
December 31, 2005Revenue

Income from
Operations

Long-lived
Assets at
December 31,
2005United States

$
263,385

$
59,463

$
365,761International


48,673


4,914


27,208Inter-regional eliminations


(8,051
)




Total

$
304,007

$
64,377

$
392,969


F-39

---





SCHEDULE II

VALUECLICK, INC.        VALUATION AND QUALIFYING ACCOUNTS  (in thousands)

|                                                      |                              | Balance at
Beginning of
Period |   | Additions
Charged To
Expense/
Against
Revenue |  | Other
Adjustments(2) |       | Deductions |   | Balance at
End of Period
|----------------------------------------------------- | ---------------------------- | ------------------------------ | - | --------------------------------------------- |  | -------------------- | ----- | ---------- | - | ------------------------
|Allowance for doubtful accounts and sales credits(1): |                              |                                |   |                                               |  |                      |       |            |   |                         
|                                                      | Year ended December 31, 2007 |                                | $ | 4,124                                         |  | $                    | 7,762 |            | $ | 31                      
|                                                      | Year ended December 31, 2006 |                                | $ | 4,692                                         |  | $                    | 4,818 |            | $ |                        
|                                                      | Year ended December 31, 2005 |                                | $ | 2,973                                         |  | $                    | 3,283 |            | $ | 1,031                   

---

F-40

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of California, on the 29th day of
February, 2008.

| |  | VALUECLICK, INC.
| |  | ----------------
| |  | By:             

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint each of Tom A. Vadnais and John Pitstick their true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all
amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection
therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his respective
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

|Signature                                 |  | Title                                                                |  | Date             
|----------------------------------------- |  | -------------------------------------------------------------------- |  | -----------------
|                                          |  |                                                                      |  |                  
|/s/TOM A. VADNAISTom A. Vadnais           |  | Director and
Chief Executive Officer
(Principal Executive Officer)   |  | February 29, 2008
|/s/JOHN PITSTICKJohn Pitstick             |  | Chief Financial Officer
(Principal Financial and Accounting Officer) |  | February 29, 2008
|/s/JAMES R. ZARLEYJames R. Zarley         |  | Chairman of the Board of Directors                                   |  | February 29, 2008
|/s/DAVID S. BUZBYDavid S. Buzby           |  | Director                                                             |  | February 29, 2008
|/s/MARTIN T. HARTMartin T. Hart           |  | Director                                                             |  | February 29, 2008
|/s/JEFFREY F. RAYPORTJeffrey F. Rayport   |  | Director                                                             |  | February 29, 2008
|/s/JAMES A. CROUTHAMELJames A. Crouthamel |  | Director                                                             |  | February 29, 2008
|/s/JAMES R. PETERSJames R. Peters         |  | Director                                                             |  | February 29, 2008

---



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