##### 



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     FORM 10-K/A
 Amendment No. 1
 to
    þ

Annual report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the year ended December 31, 2006oro

Transition report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934   Commission File Number:
    0-25871
  INFORMATICA
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0333710(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   100 Cardinal Way
 Redwood City, California
    94063
 (Address of principal executive
    offices and zip code)
  (650) 385-5000
 (Registrants telephone
    number, including area code)
 Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

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

The NASDAQ Stock Market LLC(Including associated Preferred Stock Purchase Rights)

(NASDAQ Global Select Market)   Securities registered pursuant to
    Section 12(g) of the Act:
 None.
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated
    filer þ Accelerated
    filer o Non-accelerated
    filer o
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY
    REFERENCE
  Form 10-K




---



##### 



EXPLANATORY
    NOTE




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
    OF OPERATIONS  Form 10-K
    Overview
             2




---



##### 




    Competition: Inherent in our industry are risks
    arising from competition with existing software solutions,
    technological advances from other vendors, and the perception of
    cost-savings by solving data integration challenges through
    customer hand-coded development. Our prospective customers may
    view these alternative solutions as more attractive than our
    offerings. Additionally, the consolidation activity in our
    industry (including Business Objects acquisition of
    FirstLogic, and Oracles acquisition of Sunopsis) could
    pose challenges as competitors could potentially offer our
    prospective customers a broader suite of software products or
    solutions.
    New Product Introductions: To address the
    expanding data integration and data integrity needs of our
    customers and prospective customers, we continue to introduce
    new products and technology enhancements on a regular basis. For
    example, in May 2006, we delivered the generally available
    release of PowerCenter 8, which included new products,
    Informatica Data Quality and Informatica Data Explorer that
    deliver advanced data quality capabilities. In September 2006,
    we delivered general availability of the PowerCenter Connect for
    salesforce.com to enable joint customers to integrate data
    managed by salesforce.com. Also, in November 2006, we announced
    general availability of new versions of Informatica Data Quality
    and Informatica Data Explorer. New product introductions
    and/or
    enhancements have inherent risks including, but not limited to,
    product availability, product quality and interoperability, and
    customer adoption or the delay in customer purchases. Given the
    risks and new nature of the products, we cannot predict their
    impact on overall sales and revenues.
    Quarterly and Seasonal Fluctuations: Historically,
    purchasing patterns in the software industry have followed
    quarterly and seasonal trends and they are likely to do so in
    the future. We typically recognize a substantial portion of our
    new license orders in the last month of each quarter and
    sometimes in the last few weeks of each quarter although such
    fluctuations are mitigated by backlog orders entering into a
    quarter. Seasonally, in recent years, the fourth quarter has
    generated the highest level of license revenue and order
    backlog, and we have generally had lower levels of demand for
    our software products and services in the first and third
    quarters. Additionally, our consulting and education services
    have sometimes been negatively impacted in the fourth quarter
    and first quarter due to the holiday season and internal
    meetings, which result in fewer billable hours for our
    consultants and fewer education classes.    We rely on our relationships with
    our strategic partners. If we do not maintain and strengthen
    these relationships, our ability to generate revenue and control
    expenses could be adversely affected, which could cause a
    decline in the price of our common stock
   3




---



##### 



Critical
    Accounting Policies and Estimates
  Summary of Significant Accounting Policies
  Revenue
    Recognition    97-2 Software Revenue Recognition, together with other
    authoritative literature. For other authoritative literature,
    see the subsection Revenue Recognition Summary of Significant Accounting Policies
 4




---



##### 



and/or
    time-and-materials
  Facilities
    Restructuring Charges      Facilities Restructuring Charges
 5




---



##### 



Accounting
    for Income Taxes
  Accounting for
    Income Taxes. Accounting for
    Contingencies.
    Accounting for Uncertainty in
    Income Taxes Accounting for Income Taxes
  Accounting
    for Impairment of Goodwill
  Goodwill and Other Intangible
    Assets
   6




---



##### 



Acquisitions
      Share-Based
    Payments
     7




---



##### 



Results
    of Operations
    Years Ended December 31,2006


2005


2004Revenues:License


45
%


45
%


45
%Service


55



55



55Total revenues


100



100



100Cost of revenues:License


2



2



2Service


18



18



18Amortization of acquired technology


1



-



1Total cost of revenues


21



20



21Gross margin


79



80



79Operating expenses:Sales and marketing


43



44



43Research and development


17



16



23General and administrative


9



8



10Amortization of intangible assets


-



-



-Purchased in-process research and development


-



-



-Restructuring charges


1



1



52Total operating expenses


70



69



128Income (loss) from operations


9



11



(49
)Interest income and other, net


4



3



2Income (loss) before income taxes


13



14



(47
)Income taxes provision


2



1



1Net income (loss)


11
%


13
%


(48
)%     Revenues
      Percentage Change2005


2004Years Ended December 31,


to


to2006


2005


2004


2006


2005(In thousands, except percentages)License

$
146,092



120,182



97,941



22%



23%Service revenues:Maintenance


124,955



103,573



87,470



21%



18%Consulting and education


53,551



43,676



34,270



23%



27%Total service revenues


178,506



147,249



121,740



21%



21%Total revenues

$
324,598



267,431



219,681



21%



22%  8




---



##### 



Service
    Revenues
  Maintenance
    Revenues
    Consulting
    and Education Services Revenues
    International
    Revenues
     9




---



##### 



Cost of
    Revenues
  Years Ended December 31,


Percentage Change2006


2005


2004


2005 to 2006


2004 to 2005(In thousands, except percentages)Cost of license revenues

$
6,978


$
4,465


$
3,778



56%



18 %Cost of service revenues


58,402



46,801



40,346



25%



16 %Amortization of acquired technology


2,118



922



2,322



130%



(60)%Total cost of revenues

$
67,498


$
52,188


$
46,446



29%



12 %Cost of license revenues, as a percentage of license revenues


5%



4%



4%



1%



- %Cost of service revenues, as a percentage of service revenues


33%



32%



33%



1%



(1)%   Cost
    of License Revenues
    Cost
    of Service Revenues
    Amortization
    of Acquired Technology
   10




---



##### 



Operating
    Expenses
  Research
    and Development
  Years Ended December 31,

Percentage Change2006

2005

2004

2005 to 2006

2004 to 2005(In thousands, except percentages)Research and development

$
54,997


$
42,585


$
51,322



29%



(17)%     Sales
    and Marketing
  Years Ended December 31,

Percentage Change2006

2005

2004

2005 to 2006

2004 to 2005(In thousands, except percentages)Sales and marketing

$
138,851


$
118,770


$
94,900



17%



25%     General
    and Administrative
  Years Ended December 31,

Percentage Change2006

2005

2004

2005 to 2006

2004 to 2005(In thousands, except percentages)General and administrative

$
28,187


$
20,583


$
20,755



37%



(1)%    11




---



##### 



Purchased
    In-Process Research and Development (IPR&D)
  Years Ended December 31,2006

2005

2004(In thousands, except percentages)Purchased in-process research and development

$
1,340


$
-


$
-
       Facilities
    Restructuring Charges
  Years Ended December 31,


Percentage Change2006


2005


2004


2005 to 2006


2004 to 2005(In thousands, except percentages)Facilities restructuring charges

$
3,212


$
3,683


$
112,636



(13)%



(97)%         2004 Restructuring Plan.
  2001 Restructuring Plan.
 12




---



##### 



Interest
    Income and Other, Net
  Years Ended December 31,


Percentage Change2006


2005


2004


2005 to 2006


2004 to 2005(In thousands, except percentages)Interest income

$
18,188


$
7,256


$
3,503



151
%


107
%Interest expense


(5,782
)


-



(54
)


*
%


(100)
%Other expense, net


(583
)


(712
)


(58
)


(18)
%


1,128
%$
11,823


$
6,544


$
3,391



81
%


93
%       Income
    Tax Provision
  Years Ended December 31,2006


2005


2004


2005 to 2006


2004 to 2005(In thousands, except percentages)Income tax provision

$
5,477


$
2,174


$
1,220



152
%


78
%      13




---



##### 



Liquidity
    and Capital Resources
      Operating Activities:
      Investing Activities:
 14




---



##### 



Financing Activities:
       15




---



##### 



Contractual
    Obligations and Operating Leases
    Payment Due by Period2008 and


2010 and


2012 andTotal


2007


2009


2011


BeyondOperating lease obligations:Operating lease payments

$
124,268


$
21,985


$
36,166


$
35,856


$
30,261Future sublease income


(13,305
)


(3,075
)


(4,344
)


(2,217
)


(3,669
)Net operating lease obligations


110,963



18,910



31,822



33,639



26,592Debt obligations:Principal payments


230,000



-



-



-



230,000Interest payments


134,550



6,900



13,800



13,800



100,050Other obligations *


1,200



600



600



-



-$
476,713


$
26,410


$
46,222


$
47,439


$
356,642   *
    
    Other purchase obligations and commitments include minimum
    royalty payments under license agreements and do not include
    purchase obligations discussed below.    Contractual
    Obligations
    agreed-upon
  Operating
    Leases
       16




---



##### 



Other
    Uses of Cash
    Letter
    of Credit
    Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
  For recent accounting pronouncements, see
    Note 2.
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K.
 17




---



##### 



REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    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
    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.          
    Chief Executive Officer
   
   Chief Financial Officer
  18




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                
  
 19




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
  
 20




---



##### 



INFORMATICA
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 (In
    thousands, except par value)
  December 31,2006


2005AssetsCurrent assets:Cash and cash equivalents

$
120,491


$
76,545Short-term investments


280,149



185,649Accounts receivable, net of allowances of $1,666 in 2006 and
    $1,094 in 2005


65,407



50,533Prepaid expenses and other current assets


10,424



9,342Total current assets


476,471



322,069Restricted cash


12,016



12,166Property and equipment, net


14,368



21,026Goodwill


170,683



81,066Other intangible assets, net


16,634



4,163Other assets


6,593



532Total assets

$
696,765


$
441,022Liabilities and Stockholders EquityCurrent liabilities:Accounts payable

$
3,641


$
3,404Accrued liabilities


26,505



17,424Accrued compensation and related expenses


25,793



20,450Income taxes payable


6,461



4,566Accrued facilities restructuring charges


18,758



18,718Deferred revenues


85,364



69,748Total current liabilities


166,522



134,310Convertible senior notes


230,000



-Accrued facilities restructuring charges, less current portion


65,052



75,815Deferred revenues, less current portion


7,035



8,167Deferred tax liability, non-current


993



-Total liabilities


469,602



218,292Commitment and contingenciesStockholders equity:Common stock, $0.001 par value; 200,000 shares
    authorized; 85,933 shares and 87,341 shares issued and
    outstanding at December 31, 2006 and 2005, respectively


86



87Additional paid-in capital


350,359



384,653Deferred stock-based compensation


-



(187
)Accumulated other comprehensive income (loss)


1,796



(539
)Accumulated deficit


(125,078
)


(161,284
)Total stockholders equity


227,163



222,730Total liabilities and stockholders equity

$
696,765


$
441,022    21




---



##### 



INFORMATICA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In
    thousands, except per share data)
  Years Ended December 31,2006


2005


2004Revenues:License

$
146,092


$
120,182


$
97,941Service


178,506



147,249



121,740Total revenues


324,598



267,431



219,681Cost of revenues:License


6,978



4,465



3,778Service


58,402



46,801



40,346Amortization of acquired technology


2,118



922



2,322Total cost of revenues


67,498



52,188



46,446Gross profit


257,100



215,243



173,235Operating expenses:Research and development


54,997



42,585



51,322Sales and marketing


138,851



118,770



94,900General and administrative


28,187



20,583



20,755Amortization of intangible assets


653



188



197Facilities restructuring charges


3,212



3,683



112,636Purchased in-process research and development


1,340



-



-Total operating expenses


227,240



185,809



279,810Income (loss) from operations


29,860



29,434



(106,575
)Interest income


18,188



7,256



3,503Interest expense


(5,782
)


-



(54
)Other expense, net


(583
)


(712
)


(58
)Income (loss) before income taxes


41,683



35,978



(103,184
)Income tax provision


5,477



2,174



1,220Net income (loss)

$
36,206


$
33,804


$
(104,404
)Basic net income (loss) per common share

$
0.42


$
0.39


$
(1.22
)Diluted net income (loss) per common share

$
0.39


$
0.37


$
(1.22
)Shares used in computing basic net income (loss) per common share


86,420



87,242



85,812Shares used in computing diluted net income (loss) per common
    share


92,942



92,083



85,812    22




---



##### 



INFORMATICA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (In
    thousands)
  AccumulatedAdditional


Deferred


Other





TotalCommon Stock


Paid-in


Stock-based


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Compensation


Income (Loss)


Deficit


EquityBalances, December 31, 2003


84,629


$
85


$
382,470


$
(4,058
)

$
1,786


$
(90,684
)

$
289,599Components of comprehensive loss:Net loss


-



-



-



-



-



(104,404
)


(104,404
)Foreign currency translation adjustment


-



-



-



-



786



-



786Unrealized loss on investments


-



-



-



-



(797
)


-



(797
)Comprehensive loss


























(104,415
)Common stock options exercised


2,392



2



8,848



-



-



-



8,850Common stock issued under employee stock purchase plan


805



1



4,447



-



-



-



4,448Compensation expense related to stock options


-



-



1,341



-



-



-



1,341Repurchase and retirement of common stock


(1,055
)


(1
)


(6,117
)


-



-



-



(6,118
)Deferred stock-based compensation adjustments and other


-



-



(1,041
)


1,041



-



-



-Amortization of stock-based compensation


-



-



-



2,017



-



-



2,017Balances, December 31, 2004


86,771



87



389,948



(1,000
)


1,775



(195,088
)


195,722Components of comprehensive income:Net income


-



-



-



-



-



33,804



33,804Foreign currency translation adjustment


-



-



-



-



(2,257
)


-



(2,257
)Unrealized loss on investments


-



-



-



-



(57
)


-



(57
)Comprehensive income


























31,490Common stock options exercised


2,504



2



16,736



-



-



-



16,738Common stock issued under employee stock purchase plan


909



1



4,764



-



-



-



4,765Repurchase and retirement of common stock


(2,843
)


(3
)


(26,705
)


-



-



-



(26,708
)Deferred stock-based compensation adjustments and other


-



-



(90
)


90



-



-



-Amortization of stock-based compensation


-



-



-



723



-



-



723Balances, December 31, 2005


87,341



87



384,653



(187
)


(539
)


(161,284
)


222,730Components of comprehensive income:Net income


-



-



-



-



-



36,206



36,206Foreign currency translation adjustment


-



-



-



-



1,776



-



1,776Unrealized gain on investments


-



-



-



-



559



-



559Comprehensive income


























38,541Common stock options exercised


2,709



3



17,019



-



-



-



17,022Common stock issued under employee stock purchase plan


1,126



1



6,814



-



-



-



6,815Issuance of common stock and assumption of stock options in
    conjunction with acquisitions


122



-



6,458



-



-



-



6,458Share-based payments


-



-



14,138



-



-



-



14,138Repurchase and retirement of common stock


(5,365
)


(5
)


(78,536
)


-



-



-



(78,541
)Deferred stock-based compensation adjustments and other


-



-



(187
)


187



-



-



-Balances, December 31, 2006


85,933


$
86


$
350,359


$
-


$
1,796


$
(125,078
)

$
227,163    23




---



##### 



INFORMATICA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In
    thousands)
  Years Ended December 31,2006


2005


2004Operating activities:Net income (loss)

$
36,206


$
33,804


$
(104,404
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


10,104



9,198



9,261Share-based payments and amortization of stock-based compensation


14,138



723



3,358Amortization of intangible assets and acquired technology


3,605



1,144



2,519Impairment of property and equipment


2,668



-



-Allowance (recovery) for doubtful accounts and sales returns
    allowances


(32
)


350



5Purchased in-process research and development


1,340



-



-Non-cash facilities restructuring charges


3,212



3,683



21,556Investment impairment charges


-



-



500Changes in operating assets and liabilities:Accounts receivable


(11,434
)


(8,348
)


(8,165
)Prepaid expenses and other assets


(172
)


(3,596
)


(2,876
)Accounts payable and accrued liabilities


997



(2,571
)


(6,784
)Accrued compensation and related expenses


4,328



4,769



1,430Income taxes payable


1,624



1,606



917Deferred tax liability


993



-



-Accrued facilities restructuring charges


(13,772
)


(18,299
)


94,084Deferred revenues


13,098



15,472



11,131Net cash provided by operating activities


66,903



37,935



22,532Investing activities:Purchases of property and equipment


(3,767
)


(9,913
)


(12,515
)Purchases of investments


(462,367
)


(227,132
)


(217,849
)Maturities of investments


249,624



104,586



75,930Sales of investments


118,802



89,000



129,852Business acquisitions, net of cash acquired


(95,763
)


-



-Net cash used in investing activities


(193,471
)


(43,459
)


(24,582
)Financing activities:Proceeds from issuance of common stock


23,837



21,503



13,298Repurchases and retirement of common stock


(78,541
)


(26,500
)


(6,118
)Issuance of convertible senior notes


230,000



-



-Payment of issuance costs on convertible senior notes


(6,242
)


-



-Net cash provided by (used in) financing activities


169,054



(4,997
)


7,180Effect of foreign exchange rate changes on cash and cash
    equivalents


1,460



(1,875
)


908Net increase (decrease) in cash and cash equivalents


43,946



(12,396
)


6,038Cash and cash equivalents at beginning of the year


76,545



88,941



82,903Cash and cash equivalents at end of the year

$
120,491


$
76,545


$
88,941Supplemental disclosures:Interest paid

$
3,488


$
122


$
-Income taxes paid

$
2,905


$
1,014


$
304Supplemental disclosures of non-cash investing and financing
    activities:Deferred stock-based compensation related to options granted and
    other

$
-


$
90


$
(1,041
)Common stock issued for acquisitions

$
1,583


$
-


$
-Unrealized gain (loss) on investments

$
559


$
(57
)

$
(797
)    24




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Business    2.
    Summary
    of Significant Accounting Policies    Reclassifications
    Use of
    Estimates
    Cash,
    Cash Equivalents, and Restricted Cash
    Allowance
    for Doubtful Accounts
    Allowance
    for Sales Returns
   25




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Investments
  available-for-sale available-for-sale available-for-sale
  Property
    and Equipment
    Software
    Development Costs
  Accounting for the Costs of
    Computer Software to Be Sold, Leased, or Otherwise Marketed
  No. 98-1 ,
    Accounting for Costs of Computer Software Developed or Obtained
    for Internal Use,
  Goodwill
  Goodwill and Other Intangible Assets,
 26




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets,
  Fair
    Value of Financial Instruments, Concentrations of Credit Risk,
    and Credit Evaluations
        Revenue
    Recognition
  SOP 97-2, Software Revenue Recognition, SOP 98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition, With Respect to Certain
    Transactions, SOP 81-1 ,
    Accounting for Performance of Construction-type and Certain
    Production-type Contracts, , Revenue Recognition in Financial Statements, , Revenue Recognition,
  SOP 97-2,
  Persuasive evidence of an arrangement exists.
  Delivery has occurred.
 27




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The fee is fixed or determinable.
  Collection is probable.
  and/or
  and/or
    time-and-materials
    Facilities
    Restructuring Charges
  Accounting
    for Costs Associated with Exit or Disposal Activities. No. 88-10, Costs Associated with Lease Modification or Termination. No. 88-10 Facilities Restructuring Charges.
   28




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     and/or No. 88-10. No. 88-10, and/or and/or
  Shipping
    and Handling Costs
  cost-of-license
  Advertising
    Expense
    Net
    Income (Loss) per Common Share
  Earnings per
    Share,
    Years Ended December 31,2006


2005


2004Net income (loss)

$
36,206


$
33,804


$
(104,404
)Weighted-average shares outstanding


86,420



87,266



85,919Weighted-average unvested common shares subject to repurchase


-



(24
)


(107
)Shares used in computing basic net income (loss) per common share


86,420



87,242



85,812Effect of dilutive securities (stock options)


6,522



4,841



-Shares used in computing diluted net income (loss) per common
    share


92,942



92,083



85,812Basic net income (loss) per common share

$
0.42


$
0.39


$
(1.22
)Diluted net income (loss) per common share

$
0.39


$
0.37


$
(1.22
)   Earnings per Share, 12-months
 29




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Income
    Taxes
  Accounting for Income Taxes, Accounting for
    Contingencies.
  Share-Based
    Payments
  Changes
    in Accounting Principle
  Share-Based Payment, Accounting for
    Stock-Based Compensation. Accounting for Stock Issued to
    Employees Statement of
    Cash Flows.
  Accounting for Stock
    Issued to Employees, Accounting for Stock-Based
    Compensation Accounting for
    Stock-Based Compensation  Transition and
    Disclosure. Accounting for Stock Appreciation Rights and
    Other Variable Stock Options or Award Plans
   30




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Summary
    of Assumptions
      Years Ended December 31,2006


2005


2004Option grants:Expected volatility


43-52
%


57
%


80
%Weighted-average volatility


48
%


57
%


80
%Expected life (in years)


3.9



3.3



3.0Expected dividends


-



-



-Risk-free interest rate


4.8
%


3.9
%


3.0
%ESPP:Expected volatility


40
%


44
%


60
%Weighted-average volatility


40
%


44
%


60
%Expected dividends


-



-



-Expected term of ESPP (in years)


1.25



1.25



1.25Risk-free interest rate  ESPP


5.1
%


3.5
%


1.8
%  31




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock
    Option Plan Activity
    WeightedWeighted-


AverageAverage


Remaining


AggregateNumber of


Exercise Price


Contractual


IntrinsicShares


per Share


Term (years)


ValueOutstanding at December 31, 2003


15,585


$
7.26Granted


7,901



6.97Exercised


(2,392
)


3.70Forefeited or expired


(3,209
)


8.06Outstanding at December 31, 2004


17,885



7.47



6.34


$
24,064Granted


3,735



8.99Exercised


(2,504
)


6.68Forefeited or expired


(2,003
)


10.51Outstanding at December 31, 2005


17,113



7.56



5.63


$
78,980Granted


3,866



12.79Exercised


(2,709
)


6.28Forefeited or expired


(987
)


11.29Outstanding at December 31, 2006


17,283


$
8.72



5.11


$
69,835Exercisable at December 31, 2006


10,215


$
7.48



4.53


$
50,765    32




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Options Outstanding


Options ExercisableWeighted-Average


Weighted





WeightedNumber


Remaining


Average


Number


AverageRange of

of


Contractual Life


Exercise Price


of


Exercise PriceExercise Prices

Options


(Years)


per Share


Options


per Share$ 0.07 to $ 4.05



937



3.95



$ 2.08



849



$ 2.14$ 4.51 to $ 5.69



2,789



7.27



$ 5.63



1,713



$ 5.61$ 5.72 to $ 7.26



2,881



4.09



$ 6.89



2,020



$ 6.88$ 7.30 to $ 7.86



2,232



4.79



$ 7.63



1,148



$ 7.62$ 7.88 to $ 7.90



2,538



3.39



$ 7.90



2,496



$ 7.90$ 7.91 to $12.00



2,499



5.12



$10.01



1,360



$ 9.19$12.11 to $48.63



3,407



6.03



$14.98



629



$16.0317,283



5.11



$ 8.72



10,215



$ 7.48   Pro
    Forma Disclosure for Years Ended December 31, 2005 and
    2004
    Years Ended December 31,2005


2004(In thousands,except per share data)Net income (loss) as reported in prior year (1)

$
33,804


$
(104,404)Add: Share-based employee compensation expense included in
    reported net income as reported, net of related tax
    effects (2)


723



3,358Deduce: Total share-based employee compensation expense using
    the fair value method for all awards, net of related tax
    effects (2) and (3)


(16,010)



(18,897)Net income (loss), pro forma

$
18,517


$
(119,943)Basic net income (loss) per common share:As reported in prior year (1)

$
0.39


$
(1.22)Pro forma (4)

$
0.21


$
(1.40)Diluted net income (loss) per common share:As reported in prior year (1)

$
0.37


$
(1.22)Pro forma (4)

$
0.20


$
(1.40)   (1)
    
    Net income (loss) and net income
    (loss) per share as reported for periods prior to 2006 did not
    include share-based compensation expense for stock options and
    our Employee Stock Purchase Plan because we did not adopt the
    recognition provisions of SFAS No. 123.(2)
    
    Tax effects on share-based
    compensation have been fully reserved by way of a valuation
    allowance.(3)
    
    Share-based compensation expense
    for periods prior to 2006 is calculated based on the pro forma
    application of SFAS No. 123.(4)
    
    Net income and net income per share
    including share-based employee compensation for periods prior to
    2006 are based on the pro forma application of
    SFAS No. 123. 33




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. FAS 123(R)-3, Transition Election Related to Accounting for Tax Effects of
    Share-Based Payment Awards (FSP 123R-3). FSP 123R-3
  Summary
    of Plans
  1999
    Stock Incentive Plan
  1-year 7-year
  1999
    Non-Employee Director Stock Incentive Plan
    2000
    Employee Stock Incentive Plan
   34




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Assumed
    Option Plans
    Employee
    Stock Purchase Plan
    , 6-month 24-month
  Disclosures
    Pertaining to All Share-Based Payment Plans
    Reporting
    Segments
  Disclosures About Segments of an
    Enterprise and Related Information
   35




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Translation
    Recent
    Accounting Pronouncements
  Transition Election Related to Accounting for the Tax Effects
    of Share-Based Payment Awards
  Accounting Changes and Error Corrections Accounting Changes Reporting Accounting Changes in Interim Financial
    Statements
  Accounting for Certain Hybrid Financial Instruments Accounting for Derivative Instruments
    and Hedging Activities Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities.
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) No. 06-3). No. 06-3 No. 06-3
 36




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement 109
  Fair Value Measurements
    3.
    Acquisitions  Itemfield
      Cash paid or committed to pay

$
52,094Transaction costs


792Fair value of options assumed


902Total purchase price

$
53,788  37




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Developed technology

$
6,700Customer relationships


1,400Covenants not to compete


2,000Trade names


700Goodwill


43,202Assumed liabilities, net of assets


(214
)Total purchase price

$
53,788   , Business Combinations, Applicability of FASB Statement No. 2 to
    Business Combinations Accounted for by the Purchase Method
          Similarity
   38




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cash paid

$
48,329Common stock issued


1,583Fair value of options assumed


3,973Total consideration paid to Similarity


53,885Transaction costs


2,266Total purchase price

$
56,151     Net tangible assets acquired

$
1,456Developed technology


5,050Customer relationships


1,830Purchased in-process research and development


1,340Goodwill


46,475Total purchase price

$
56,151   , Business Combinations, Applicability of FASB Statement No. 2 to
    Business Combinations Accounted for by the Purchase Method
       39




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2006


2005Pro forma adjusted total revenue

$
330,385


$
277,069Pro forma adjusted net income

$
24,868


$
18,520Pro forma adjusted net income per share  basic

$
0.29


$
0.21Pro forma adjusted net income per share  diluted

$
0.27


$
0.20Pro forma weighted-average basic shares


86,636



87,458Pro forma weighted-average diluted shares


93,234



92,375   4.
    Cash,
    Cash Equivalents and Short-Term Investments  available-for-sale available-for-sale
 40




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31, 2006Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueCash

$
49,267


$
-


$
-


$
49,267Cash equivalents:Money market funds


14,448



-



-



14,448Commercial paper


37,639



-



(8
)


37,631U.S. government notes and bonds


19,138



7



-



19,145Total cash equivalents


71,225



7



(8
)


71,224Total cash and cash equivalents


120,492



7



(8
)


120,491Short-term investments:Money market funds


449



-



-



449Commercial paper


14,575



13



(13
)


14,575Certificates of deposit


750



-



-



750Corporate notes and bonds


29,984



5



(22
)


29,967U.S. government notes and bonds


169,482



41



(165
)


169,358Auction rate securities


65,050



-



-



65,050Total short-term investments


280,290



59



(200
)


280,149Total cash, cash equivalents, and short-term investments

$
400,782


$
66


$
(208
)

$
400,640   41




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   December 31, 2005Gross


GrossUnrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueCash

$
40,227


$
-


$
-


$
40,227Cash equivalents:Money market funds


1,261



-



-



1,261Commercial paper


20,996



-



(3
)


20,993U.S. government notes and bonds


14,063



2



(1
)


14,064Total cash equivalents


36,320



2



(4
)


36,318Total cash and cash equivalents


76,547



2



(4
)


76,545Short-term investments:Money market funds


451



-



-



451Commercial paper


997



-



-



997Certificates of deposit


2,000



-



-



2,000Corporate notes and bonds


27,455



-



(184
)


27,271Municipal securities


4,198



-



(9
)


4,189U.S. government notes and bonds


109,084



-



(507
)


108,577Auction rate securities


41,850



-



-



41,850French government bonds


314



-



-



314Total short-term investments


186,349



-



(700
)


185,649Total cash, cash equivalents, and short-term investments

$
262,896


$
2


$
(704
)

$
262,194   No. 03-1, available-for-sale
  Less Than 12 months


More Than 12 months


TotalGross





Gross





GrossUnrealized





Unrealized





UnrealizedFair Value


Losses


Fair Value


Losses


Fair Value


LossesCorporate notes and bonds

$
19,167


$
(13
)

$
4,748


$
(9
)

$
23,915


$
(22
)Commercial paper


28,993



(21
)


-



-



28,993



(21
)U.S. government notes and bonds


80,127



(112
)


19,446



(53
)


99,573



(165
)$
128,287


$
(146
)

$
24,194


$
(62
)

$
152,481


$
(208
)    42




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cost


Fair ValueDue within one year

$
232,509


$
232,417Due one year to two years


53,956



53,906Due after two years


65,050



65,050$
351,515


$
351,373     5.
    Property
    and Equipment    December 31,2006


2005Computer and office equipment

$
34,532


$
31,184Furniture and fixtures


3,379



3,130Leasehold improvements


15,554



14,653Capital
    work-in-progress


331



1,17053,796



50,137Less: Accumulated depreciation and amortization


(39,428
)


(29,111
)$
14,368


$
21,026    43




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Goodwill
    and Intangible Assets    2006


2005Gross


Accumulated





GrossCarrying


Amortization


Net


Carrying


Accumulated


NetAmount


and Impairment


Amount


Amount


Amortization


AmountDeveloped and core technology

$
18,135


$
(7,297
)

$
10,838


$
6,357


$
(5,178
)

$
1,179Purchased technology


2,500



(2,500
)


-



2,500



(35
)


2,465Customer relationships


4,175



(1,057
)


3,118



945



(426
)


519Other:Trade names


700



(8
)


692



-



-



-Covenant not to compete


2,000



(14
)


1,986



-



-



-$
27,510


$
(10,876
)

$
16,634


$
9,802


$
(5,639
)

$
4,163       December 31,2006


2005Beginning balance

$
81,066


$
82,245Goodwill recorded in acquiring Similarity


46,415



-Goodwill recorded in acquiring Itemfield


43,202



-Subsequent goodwill adjustments


-



(1,179
)Ending balance

$
170,683


$
81,066    44




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Facilities
    Restructuring Charges  2004
    Restructuring Plan
      2001
    Restructuring Plan
       45




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accrued














AccruedRestructuring














RestructuringCharges at














Charges atDecember 31,


Restructuring


Net Cash


Non-cash


December 31,2005


Charges


Adjustments


Payment


Reclass


20062004 Restructuring PlanExcess lease facilities

$
78,129


$
4,309


$
(854
)

$
(9,745
)

$
(161
)

$
71,6782001 Restructuring PlanExcess lease facilities


16,404



-



(244
)


(4,028
)


-



12,132$
94,533


$
4,309


$
(1,098
)

$
(13,772
)

$
(161
)

$
83,810     Accrued














AccruedRestructuring














RestructuringCharges at














Charges atDecember 31,


Restructuring


Net Cash


Non-cash


December 31,2004


Charges


Adjustments


Payment


Reclass


20052004 Restructuring PlanExcess lease facilities

$
88,521


$
4,767


$
(1,133
)

$
(13,924
)

$
(102
)

$
78,1292001 Restructuring PlanExcess lease facilities


20,730



-



49



(4,375
)


-



16,404$
109,251


$
4,767


$
(1,084
)

$
(18,299
)

$
(102
)

$
94,533       8.
    Convertible
    Senior Notes   46




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Accounting for Derivative Instruments
    and Hedging Activities 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock
      Over-the-Counter
 47




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Commitments
    and Contingencies  Lease
    Obligations
          Operating


SubleaseLeases


Income


Net2007


21,985



3,075



18,9102008


18,170



2,752



15,4182009


17,996



1,592



16,4042010


17,876



285



17,5912011


17,980



1,932



16,048Thereafter


30,261



3,669



26,592$
124,268


$
13,305


$
110,963      48




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranties
  Accounting for Contingencies.
  Indemnification
        Accounting for Contingencies.
  10.
    Stockholders
    Equity  Preferred
    Stock
   49




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Common
    Stock
    Stockholders
    Rights Plan
    Stock
    Repurchase Plan
    Repurchase
    Rights
    11.
    Interest
    Income, Net and Other Expense, Net   50




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2006


2005


2004Foreign currency gain (loss)

$
(518
)

$
(617
)

$
540Other


(65
)


(95
)


(598
)$
(583
)

$
(712
)

$
(58
)   12.
    Comprehensive
    Income (Loss)      Years Ended December 31,2006


2005


2004Net income (loss), as reported

$
36,206


$
33,804


$
(104,404
)Other comprehensive income (loss):Unrealized gain (loss) on investments*


559



(57
)


(797
)Cumulative translation adjustment*


1,776



(2,257
)


786Comprehensive income (loss)

$
38,541


$
31,490


$
(104,415
)   *
    The tax effect on unrealized gain
    (loss) on investment and foreign currency translation adjustment
    has not been significant.    December 31,2006


2005Unrealized loss on
    available-for-sale
    investments

$
(143
)

$
(702
)Cumulative translation adjustment


1,939



163$
1,796


$
(539
)   13.
    Investment
    Impairment   51




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Employee
    401(K) Plan    15.
    Income
    Taxes    Years Ended December 31,2006


2005


2004Current:Federal

$
(177
)

$
350


$
211State


1,100



450



150Foreign


3,561



1,374



859Total current


4,484



2,174



1,220Deferred:Federal


853



-



-State


140



-



-Total deferred


993



-



-Income tax provision

$
5,477


$
2,174


$
1,220     Years Ended December 31,2006


2005


2004Domestic

$
52,571


$
42,343


$
(94,384
)Foreign


(10,888
)


(6,365
)


(8,800
)$
41,683


$
35,978


$
(103,184
)  52




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Years Ended December 31,2006


2005


2004Income tax provision (benefit) computed at federal statutory
    income tax rate

$
14,589


$
12,592


$
(36,114
)Federal alternative minimum tax


-



1,062



611State taxes


715



293



98Foreign taxes


3,562



1,374



859Stock-based compensation


1,646



642



1,928Other


(603
)


(554
)


(437
)Valuation allowance


(14,432
)


(13,235
)


34,275$
5,477


$
2,174


$
1,220     December 31,2006


2005Deferred tax assets:Net operating loss carryforwards

$
7,873


$
16,875Tax credit carryforwards


12,790



12,441Deferred revenue


5,648



1,576Reserves and accrued costs not currently deductible


2,960



743Depreciable assets


15,986



8,416Accrued restructuring costs


32,949



48,395Amortization of intangibles


3,227



1,131Capitalized research and development


1,911



2,329Stock-based compensation


3,654



-Other


214



205Valuation allowance


(82,626
)


(91,678
)Total deferred tax assets


4,586



433Deferred tax liabilities:Non-deductible intangible assets


(5,579
)


(433
)$
(993
)

$
-      53




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           16.
    Litigation  In re
    Informatica Corporation Initial Public Offering Securities
    Litigation, Civ.
    No. 01-9922
    (SAS) (S.D.N.Y.) In re Initial Public
    Offering Securities Litigation, 21 MC 92 (SAS)
    (S.D.N.Y.). and/or and/or
       54




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   In re
    Initial Public Offering Securities Litigation
        17.
    Related
    Party Transaction    18.
    Significant
    Customer Information and Segment Information   55




---



##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2006


2005


2004Revenues:North America

$
226,731


$
185,118


$
156,565Europe


80,117



73,398



54,951Other


17,750



8,915



8,165$
324,598


$
267,431


$
219,681   December 31,2006


2005Long-lived assets (excluding assets not allocated):North America

$
27,995


$
21,708Europe

$
1,984


$
2,571Other

$
1,023


$
910$
31,002


$
25,189     For the Years Ended December 31,2006


2005


2004License

$
146,092


$
120,182


$
97,941Maintenance


124,955



103,573



87,470Consulting and education


53,551



43,676



34,270$
324,598


$
267,431


$
219,681  56




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##### 



INFORMATICA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Selected
    Quarterly Financial Information (Unaudited)  Three Months EndedDecember 31,


September 30,


June 30,


March 31,2006


2006


2006


2006(In thousands, except per share data)Total revenues

$
91,801


$
78,930


$
80,810


$
73,057Gross profit


72,008



63,321



63,874



57,897Facilities restructuring charges


(174
)


1,108



1,129



1,149Income from operations


12,382



7,403



6,021



4,054Net income


13,925



9,384



7,629



5,268Net income per common share:Basic

$
0.16


$
0.11


$
0.09


$
0.06Diluted

$
0.15


$
0.10


$
0.08


$
0.06Shares used in computing basic net income per common share:Basic


86,168



86,187



85,860



87,566Diluted


103,176



92,412



93,062



97,147   Earning per Share,
  Three Months EndedDecember 31,


September 30,


June 30,


March 31,2005


2005


2005


2005(In thousands, except per share data)Total revenues

$
79,838


$
64,997


$
64,205


$
58,391Gross profit


64,469



52,360



51,450



46,964Facilities restructuring charges


781



1,274



70



1,558Income from operations


11,131



6,804



6,851



4,648Net income


13,553



8,301



7,641



4,309Net income per common share:Basic

$
0.15


$
0.09


$
0.09


$
0.05Diluted

$
0.14


$
0.09


$
0.09


$
0.05Shares used in computing basic net income per common share:Basic


87,651



87,568



86,876



86,886Diluted


94,163



93,571



89,760



89,284   period-to-period
 57




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##### 



SIGNATURES    INFORMATICA CORPORATION
  By:
    /s/  Earl
    E. Fry   Chief Financial Officer and Executive Vice President
 58




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##### 



INFORMATICA
    CORPORATION
  EXHIBITS TO
    FORM 10-K
    ANNUAL REPORT
  For the
    year ended December 31, 2006
  ExhibitNumber

Document2.1**

Share Purchase Agreement for the sale and purchase of the entire
    issued share capital of Similarity Systems Limited dated
    January 26, 2006.3.1

Amended and Restated Certificate of Incorporation of Informatica
    Corporation (incorporated by reference to Exhibit 3.1 to
    Amendment No. 1 of the Companys Registration
    Statement on
    Form S-1
    (Commission File
    No. 333-72677)
    filed on April 8, 1999).3.2

Certificate of Amendment to the Companys Amended and
    Restated Certificate of Incorporation to increase the aggregate
    number of shares of the Companys common stock authorized
    for issuance from 100,000,000 to 200,000,000 shares
    (incorporated by reference to Exhibit 3.4 to the
    Companys Quarterly Report on
    Form 10-Q
    filed on August 14, 2000, Commission File
    No. 0-25871).3.3

Certificate of Designation of the Rights, Preferences and
    Privileges of Series A Participating Preferred Stock of
    Informatica Corporation (incorporated by reference to
    Exhibit 3.5 to the Companys Registration Statement on
    Form 8-A
    filed on November 6, 2001, Commission File
    No. 0-25871).3.4

Bylaws, as amended, of Informatica Corporation (incorporated by
    reference to Exhibit 3.4 to the Companys Annual
    Report on
    Form 10-Q
    filed on February 28, 2006, Commission File
    No. 0-25871).4.1

Reference is made to Exhibits 3.1 through 3.4.4.2

Preferred Stock Rights Agreement, dated as of October 17,
    2001, between Informatica Corporation and American Stock
    Transfer & Trust Company (incorporated by reference to
    Exhibit 4.2 to the Companys Registration Statement on
    Form 8-A
    filed on November 6, 2001, Commission File
    No. 0-25871).4.3

Indenture, dated March 13, 2006, between the Company and
    U.S. Bank National Association (incorporated by reference
    to Exhibit 4.1 of the Companys Current Report on
    Form 8-K
    filed on March 14, 2006, Commission File
    No. 0-25871).4.4

Form of 3% Convertible Senior Note due 2026 (incorporated
    by reference to Exhibit 4.2 of the Companys Current
    Report on
    Form 8-K
    filed on March 14, 2006, Commission File
    No. 0-25871).4.5

Registration Rights Agreement, dated as of March 13, 2006,
    between the Company and UBS Securities LLC (incorporated by
    reference to Exhibit 4.3 of the Companys Current
    Report on
    Form 8-K
    filed on March 14, 2006, Commission File
    No. 0-25871).10.1*

Companys 2000 Employee Stock Incentive Plan, as amended
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    filed on August 8, 2001, Commission File
    No. 0-25871).10.2*

Form of Indemnification Agreement between the Company and each
    of its executive officers and directors (incorporated by
    reference to Exhibit 10.1 to Amendment No. 1 of the
    Companys Registration Statement on
    Form S-1
    (Commission File
    No. 333-72677)
    filed on April 8, 1999).10.3*

Companys 1996 Flexible Stock Incentive Plan, including
    forms of agreements thereunder (incorporated by reference to
    Exhibit 10.10 to the Companys Registration Statement
    on
    Form S-1
    (Commission File
    No. 333-72677)
    filed on February 19, 1999).10.4*

Companys 1999 Stock Incentive Plan, as amended
    (incorporated by reference to Exhibit 4.3 to the
    Companys Registration Statement on
    Form S-8
    (Commission File
    No. 333-66754)
    filed on August 3, 2001).10.5*

Companys 1999 Employee Stock Purchase Plan, as amended,
    including forms of agreements thereunder (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006, Commission File
    No. 0-25871).10.6*

Companys 1999 Non-Employee Director Stock Incentive Plan
    (incorporated by reference to Exhibit 10.13 to Amendment
    No. 1 of the Companys Registration Statement on
    Form S-1
    (Commission File
    No. 333-72677)
    filed on April 8, 1999).10.7

Lease Agreement regarding Building 1 Lease, dated as of
    February 22, 2000, by and between the Company and Pacific
    Shores Center LLC (incorporated by reference to
    Exhibit 10.14 to the Annual Report on
    Form 10-K
    filed on March 30, 2000, Commission File
    No. 0-25871).10.8

Lease Agreement regarding Building 2 Lease, dated as of
    February 22, 2000, by and between the Company and Pacific
    Shores Center LLC (Incorporated by reference to
    Exhibit 10.15 to the Annual Report on
    Form 10-K
    filed on March 30, 2000, Commission File
    No. 0-25871).10.9*

Description of management arrangement with Earl E. Fry
    (incorporated by reference to Exhibit 10.20 to the
    Companys Quarterly Report on
    Form 10-Q
    filed on November 13, 2002, Commission File
    No. 0-25871).10.10*

Amendment to 1999 Non-Employee Director Stock Incentive Plan
    (incorporated by reference to Exhibit 10.21 to the
    Companys Quarterly Report on
    Form 10-Q
    filed on August 7, 2003, Commission File
    No. 0-25871). 59




---



##### 



ExhibitNumber

Document10.11*

Agreement on the Forgiveness of Employee Loan dated
    September 13, 2001, by and between the Company and Earl E.
    Fry (incorporated by reference to Exhibit 99.1 to Amendment
    No. 1 of the Companys Registration Statement on
    Form S-3
    (Commission File
    No. 333-109683)
    filed on December 24, 2003).10.12*

Employment Agreement dated July 19, 2004 by and between
    Company and Sohaib Abbasi (incorporated by reference to
    Exhibit 10.26 of the Companys Quarterly Report on
    Form 10-Q
    filed on August 5, 2004, Commission File
    No. 0-25871).10.13

Lease Agreement dated as of October 7, 2004, by and between
    the Company and Seaport Plaza Associates, LLC (incorporated by
    reference to Exhibit 10.28 of the Companys Annual
    Report on
    Form 10-K
    filed on March 8, 2005, Commission File
    No. 0-25871).10.14*

Form of Executive Severance Agreement dated November 15,
    2004 by and between the Company and each of Earl E. Fry and
    Girish Pancha (incorporated by reference to Exhibit 10.29
    of the Companys Annual Report on
    Form 10-K
    filed on March 8, 2005, Commission File
    No. 0-25871).10.15*

Offer Letter dated January 4, 2005, by and between the
    Company and Paul J. Hoffman (incorporated by reference to
    Exhibit 10.31 of the Companys Quarterly Report on
    Form 10-Q
    filed on May 9, 2005, Commission File
    No. 0-25871).10.16*

Executive Severance Agreement dated January 4, 2005 by and
    between the Company and Paul J. Hoffman (incorporated by
    reference to Exhibit 10.31 of the Companys Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2005, Commission File
    No. 0-25871).10.17*

2005 Cash Bonus Plan (incorporated by reference to
    Exhibit 10.31 of the Companys Quarterly Report on
    Form 10-Q
    filed on May 9, 2005, Commission File
    No. 0-25871).10.18*

Summary of amended standard director cash compensation
    arrangements (incorporated by reference to Item 1.01 of the
    Companys Current Report on
    Form 8-K
    filed on October 20, 2005, Commission File
    No. 0-25871).10.19*

Offer Letter dated February 22, 2006 by and between the
    Company and Brian Gentile (incorporated by reference to
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    filed May 9, 2006, Commission File
    No. 0-25871).10.20*

Executive Severance Agreement dated February 22, 2006 by
    and between the Company and Brian Gentile (incorporated by
    reference to Exhibit 10.3 to the Companys Quarterly
    Report on
    Form 10-Q
    filed May 9, 2006, Commission File
    No. 0-25871).21.1**

List of Subsidiaries.23.1

Consent of Independent Registered Public Accounting Firm.31.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    *
    
    Indicates management contract or compensatory plan or
    arrangement.**
    
    Incorporated by reference to the identically numbered exhibit to
    the Annual Report on Form 10-K filed with the Securities and
    Exchange Commission on February 28, 2007, to which this
    amendment applies. 60